UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549

FORM 10-Q
(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal Quarter ended March 31, 2009
Commission file number 000-52622
 x
GREEN PLANET BIOENGINEERING CO. LIMITED
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(Exact Name of Registrant as Specified In Its Charter)

For the quarterly period ended September 30, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________________ to _______________

000-52622
(Commission file number)

GREEN PLANET BIOENGINNERING CO., LIMITED
(Exact name of registrant as specified in its charter)

Delaware
DELAWARE
37-1532842
(State or other jurisdictionOther Jurisdiction of incorporationIncorporation or organization)Organization)(IRSI.R.S. Employer Identification No.)
18851 NE 29th Avenue, Suite 700, Aventura, FL 33180
(Address of Principal Executive Offices)(Zip Code)

1 877 544-2288
(Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act

NONE

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

NONE

(Title of Class)

_____________________________


18851 NE 29Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   o   No   thx Avenue, Suite 700, Aventura, Florida 33180

(AddressIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d0 of principal executive offices)

the act.  Yes   1( 877) 544-2288 or (601) 786 9171o   
(Issuer's telephone number)

No   N/Ax
 (Former name, former address and former fiscal year, if changed since last report)

Check
Indicate by check mark whether the issuerregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes
Yes:    x   No ¨
No:   o

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

Large accelerated filer ¨Accelerated filer Filer   o   Accelerated Filer   ¨o   Non-accelerated Filer   o       Smaller Reporting Company  x
Non-accelerated filer ¨(Do not check if a smaller reporting company)    Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act).Yes  ¨   No   12b-2).
Yes:  o
No:  x

State theThe number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 10, 2008, 15,191,667 shares of common stock were issued and outstanding.

GREEN PLANET BIOENGINEERING CO. LIMITED
Index

Page
Number
PART I. 
FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed  Balance Sheet as of September 30, 2008 (unaudited) and December 31, 2007   F-1
Condensed  Statements of Operations for the three and nine months Ended September 30, 2008 and 2007, and From October 30, 2006 (Date of Inception) through September 30, 2008 (unaudited)F-2
Condensed  Statements of Cash Flows for the nine months Ended September 30, 2008 and 2007, and From October 30, 2006 (Date of Inception) through September 30, 2008 (unaudited)F-3
Notes to Condensed Financial Statements (unaudited)F-4- F-9
 Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations3
Item 3.Quantitative and Qualitative Disclosures about Market Risk6
Item 4T.Controls and Procedures 6
PART II.
OTHER INFORMATION
 7
Item 1.Legal Proceedings 7
Item1A.Risk Factors7
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3.Defaults Upon Senior Securities 7
Item 4.Submission of Matters to a Vote of Security Holders 7
Item 5.Other Information 7
Item 6.Exhibits 7
SIGNATURES   8
outstanding as of May 15, 2009 was 15,589,367.
 
2
 
Item 1.

GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
ASTABLE OF SEPTEMBER 30, 2008CONTENTS
 
  
September 30,
2008
(unaudited)
 
December 31,
2007
 
ASSETS     
Current Assets:     
Cash and cash equivalents $6,138 $16,999 
        
Total Assets $6,138 $16,999 
        
LIABILITIES AND STOCKHOLDERS' EQUITY       
        
Current Liabilities:       
Accrued expenses related to incorporation $1,493 $1,493 
Accounts payable  1,296  1,296 
Total Current Liabilities  2,789  2,789 
        
Long Term Liabilities:  -  - 
        
Total Liabilities  2,789  2,789 
        
Commitments and Contingencies       
        
Stockholders’ Equity:       
Preferred stock, par value $0.001; 10,000,000 shares authorized, no issued and outstanding as of  September 30, 2008 and December 31, 2007, respectively  -  - 
Common stock, $0.001 par value; 40,000,000 authorized; 1,000,000 issued and outstanding as of September 30, 2008 and  December 31, 2007, respectively  1,000  1,000 
Additional paid in capital  6,500  16,500 
Accumulated deficit during development stage  (4,151) (3,290)
        
Total Stockholders' Equity  3,349  14,210 
        
Total Liabilities and Stockholders' Equity $6,138 $16,999 
Page
Number
PART IFINANCIAL INFORMATION
Item 1
Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2009 (Unaudited)F-1
Condensed Consolidated Balance Sheet as of March 31, 2009 (Unaudited)F-2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 (Unaudited)F-3
Notes to Condensed Consolidated Financial StatementsF-4-F-15
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations5
Item 3Quantitative and Qualitative Disclosures about Market Risk11
Item 4Controls and Procedures11
PART IIOTHER INFORMATION
Item 1Legal Proceedings13
Item 2Market for Common Equity and Related Stockholder Matters13
Item 3Defaults upon Senior Securities13
Item 4Submission of Matters to a Vote of Security Holders13
Item 5Other Information13
Item 6Exhibits13
SIGNATURES14

3
 FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals.  Actual events or results may differ materially.  We undertake no obligation to publicly release any revisions to the   forward-looking statements or reflect events or circumstances taking place after the date of this document.

4
Part IFINANCIAL INFORMATION

Green Planet Bioengineering Co., Ltd.


 Condensed Consolidated Financial Statements
For the three months ended
March 31, 2009 and 2008

(Stated in US dollars)

Green Planet Bioengineering Co., Ltd.
Condensed Consolidated Financial Statements
For the three months ended March 31, 2009 and 2008






Index to Condensed Consolidated Financial Statements



Pages
Condensed Consolidated Statements of Income and Comprehensive IncomeF-1
Condensed Consolidated Balance SheetsF-2
Condensed Consolidated Statements of Cash FlowsF-3
Notes to Condensed Consolidated Financial StatementsF-4 - F-15
Green Planet Bioengineering Co., Ltd.
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(Stated in US Dollars)

  Three months ended March 31, 
  2009  2008 
  (Unaudited)  (Unaudited) 
       
Sales revenue $2,297,621  $2,192,799 
Cost of sales  (852,686)  (850,797)
         
Gross profit  1,444,935   1,342,002 
         
Operating expenses        
Administrative expenses  212,215   127,889 
Research and development expenses  36,466   26,855 
Selling expenses  56,031   56,347 
         
   304,713   211,091 
         
Income from operations  1,140,223   1,130,911 
Interest income  249   1,879 
Subsidy income  -   41,940 
Finance costs - Note 3  (88)  (38,208)
         
Income before income taxes  1,140,384   1,136,522 
Income taxes - Note 4  (297,659)  (274,319)
         
Net income $842,725  $862,203 
         
Other comprehensive (loss) income        
Foreign currency translation adjustments  (19,500)  420,644 
         
Total comprehensive income $823,225  $1,282,847 
         
Earnings per share - Note 5        
- Basic $0.05  $0.06 
         
- Diluted $0.04  $0.06 
         
Weighted average number of shares outstanding :        
- Basic  15,407,725   14,141,667 
         
- Diluted  19,951,204   14,141,667 


See the accompanying footnotesNotes to unaudited condensed financial statementsCondensed Consolidated Financial Statements

F-1
Green Planet Bioengineering Co., Ltd.
Condensed Consolidated Balance Sheets
(Unaudited)
(Stated in US Dollars)

GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)
  March 31,  December 31, 
  2009  2008 
  (Unaudited)  (Audited) 
ASSETS      
Current assets      
Cash and cash equivalents $960,806  $665,568 
Trade receivables  4,881,909   4,346,403 
Deferred taxes  32,534   31,643 
Other receivables  117,764   51,841 
Inventories - Note 6  384,068   431,569 
         
Total current assets  6,377,081   5,527,024 
Intangible assets - Note 7  307,212   159,159 
Property, plant and equipment, net - Note 8  3,087,291   3,144,067 
Land use rights - Note 9  7,824,688   7,841,214 
Deferred taxes  10,835   8,977 
Deposit for acquisition of intangible assets  -   161,370 
         
TOTAL ASSETS $17,607,107  $16,841,811 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
LIABILITIES        
Current liabilities        
Trade payables $634,548  $715,363 
Other payables and accrued expenses - Note 10  1,369,266   1,262,011 
Amount due to a related party - Note 11  12,306   11,443 
Amount due to a stockholder - Note 11  3,361   3,362 
Loan from government - Note 12  -   146,700 
Income tax payable  348,859   301,197 
Deferred revenue  62,995   63,081 
         
Total current liabilities  2,431,335   2,503,157 
         
TOTAL LIABILITIES  2,431,335   2,503,157 
         
COMMITMENTS AND CONTINGENCIES - Note 17
        
         
STOCKHOLDERS’ EQUITY        
Preferred stock : par value of $0.001 per share,        
10,000,000 shares authorized; none issued and outstanding        
Common stock : par value $0.001 per share - Note 13        
250,000,000 shares authorized; 15,589,367 and 14,421,667        
issued and outstanding as of March 31, 2009 and        
December 31, 2008 respectively  15,589   14,422 
Additional paid-in capital  5,128,901   5,116,175 
Statutory reserve - Note 14  848,550   848,550 
Accumulated other comprehensive income  1,456,659   1,476,159 
Retained earnings  7,726,073   6,883,348 
         
TOTAL STOCKHOLDERS’ EQUITY  15,175,772   14,338,654 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $17,607,107  $16,841,811 

      
For the
Period
From
October
30, 2006
(Date of
 
  
For the Three Months
Ended
 
For the Nine Months
Ended
 
Inception)
to
 
  
September 30,  
 
September 30,  
 
September 30,
 
  
2008
 
2007
 
2008
 
2007
 
2008
 
                
Operating Expenses:               
Selling, general and administrative expenses   $361 $1,296 $861 $1,296 $4,151 
Net Loss $(361)$(1,296)$(861)$(1,296)$(4,151)
                 
Net loss per common share (basic and diluted) $(0.000)  $(0.001)  $(0.000)  $(0.001)  $(0.004)
Weighted average number of shares outstanding (basic and diluted)  1,000,000  1,000,000  1,000,000  1,000,000  1,000,000 
See the accompanying footnotesNotes to unaudited condensed financial statements
Condensed Consolidated Financial Statements
F-2
Green Planet Bioengineering Co., Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Stated in US Dollars)

GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
FROM OCTOBER 30, 2006 (DATE OF INCEPTION) TO SEPTEMBER 30, 2008
 (UNAUDITED)
  
For the Nine
Months
Ended
September
30, 2008
 
 For the Nine
Months
Ended
September
30, 2007
 
For the
Period From
October 30,
2006 (Date
of Inception)
to September 
30, 2008
 
Cash Flow from Operating Activities:         
Net loss $(861)$(1,296)$(4,151)
Adjustments to reconcile net loss to net cash used in operating activities:          
Changes in operating assets and liabilities:          
Accounts payable and accrued expenses  -  1,296  2,789 
           
Net Cash Used in Operating Activities  (861) -  (1,362)
           
Cash Flow from Investing Activities:  -  -  - 
           
Cash Flow Financing Activities:          
Cash Used in Stockholders’ distribution  (10,000) -  (10,000)
Proceeds from issuance of common stock to founders  
-
  -  17,500 
Net Cash Provided (Used) By Financing Activities:  (10,000) -  7,500 
           
Net (Decrease) Increase in Cash and Cash Equivalents  (10,861) -  6,138 
Cash and Cash Equivalents at beginning of period  16,999  17,500  - 
Cash and Cash Equivalents at end of period $6,138 $17,500 $6,138 
  Three months ended March 31, 
  2009  2008 
  (Unaudited)  (Unaudited) 
Cash flows from operating activities      
Net income $842,725  $862,203 
Adjustments to reconcile net income to net        
cash provided by operating activities:        
Depreciation  52,491   50,089 
Amortization for intangible assets  12,880   8,912 
Amortization for land use rights  5,836   5,569 
Deferred taxes  (2,805)  16,093 
Stock-based compensation  13,130   - 
Changes in operating assets and liabilities:        
Trade receivables  (607,357)  (178,589)
Inventories  46,913   177,475 
Trade payables  (79,857)  (174,615)
Other payables and accrued expenses  108,974   (130,819)
Amount due to a related party  879   10,013 
Income tax payable  48,072   (93,483)
Deferred revenue  -   (27,960)
         
Net cash flows provided by operating activities  441,881   524,888 
         
Cash flows from financing activities        
Issue of common stock  764   - 
Issue of capital by Sanming Huajian  -   625,290 
Proceeds of bank loans  -   279,600 
Repayments of loan from government  (146,500)  - 
         
Net cash flows (used in) provided by financing activities  (145,736)  904,890 
         
Effect of foreign currency translation on cash and cash equivalents  (907)  19,863 
         
Net increase in cash and cash equivalents  295,238   1,449,641 
Cash and cash equivalents - beginning of period  665,568   333,081 
         
Cash and cash equivalents - end of period $960,806  $1,782,722 
         
Supplemental disclosures for cash flow information:        
Cash paid for interest $-  $3,317 
Cash paid for Income taxes $252,392  $351,710 

See the accompanying footnotesNotes to unaudited condensed financial statementsCondensed Consolidated Financial Statements

F-3

GREEN PLANET BIOENGINEERING CO.Green Planet Bioengineering Co., LIMITEDLtd.
(f/k/a Mondo acquisition II, Inc.)Notes to Condensed Consolidated Financial Statements
(A DEVELOPMENT STAGE COMPANY)(Unaudited)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(unaudited)(Stated in US Dollars)

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1.General information
Green Planet Bioengineering Co., Ltd, (the “Company”), formerly known as Mondo Acquisition II, Inc, was incorporated in the State of Delaware on October 30, 2006.
On October 24, 2008, the Company entered into an agreement with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”) to acquire their issued and outstanding common stocks in Elevated Throne by issuing 14,141,667 shares of its common stock. The acquisition, which was consummated on the same day, constituted a reverse takeover transaction (“RTO”) and thereafter Elevated Throne became a wholly-owned subsidiary of the Company.
��
Elevated Throne was incorporated in the British Virgin Islands on May 8, 2008 as a limited liability company with registered share capital of $50,000, divided into 50,000 common shares of $1 par value each.  Elevated Throne formed Fujian Green Planet Bioengineering Co., Ltd. (“Fujian Green Planet”) as a wholly foreign-owned enterprise under the laws of the People’s Republic of China (the “PRC”) on July 25, 2008.  Fujian Green Planet has a registered capital of $2,000,000. Pursuant to Fujian Green Planet’s articles of association, Elevated Throne is required to contribute $300,000 to Fujian Green Planet as capital (representing 15% of Fujian Green Planet’s registered capital) before October 17, 2008. Elevated Throne has applied for an extension of the contribution period to December 31, 2009 with the relevant government bureau. The remaining 85% of Fuijian Green Planet’s registered capital is required to contribute before July 17, 2010.
PRC law places certain restrictions on roundtrip investments through the acquisition of a PRC entity by PRC residents.  To comply with these restrictions, in conjunction with the RTO, the Company, via Fujian Green Planet, entered into and consummated certain contractual arrangements with Sanming Huajian Bio-Engineering Co., Ltd (“Sanming Huajian”) and their respective stockholders pursuant to which the Company provides Sanming Huajian with technology consulting and management services and appoints its senior executives and approves all matters requiring shareholders’ approval.  As a result of these contractual arrangements, which obligates Fujian Green Planet to absorb a majority of the risk of loss from the activities of Sanming Huajian and enables Fujian Green Planet to receive a majority of its expected residual returns, the Company accounts for Sanming Huajian as a variable interest entity (“VIE”) under FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (the “VIE Arrangement”).
Sanming Huajian was organized under the laws of the PRC on April 16, 2004 under the name of Sanming Zhonjian Biological Technology Industry Co., Ltd as a domestic corporation.  It is classified as a non-joint capital stock corporation and therefore the capital stock, consistent with most of the PRC corporations, are not divided into a specific number of shares having a stated nominal amount.  Sanming Huajian is owned by Mr. Zhao Min, Ms. Zheng Minyan and Jiangle Jianlong Mineral Industry Co., Ltd with equity interest of 35%, 36% and 29% respectively.  Mr. Zhao and Ms. Zheng collectively own more than 90% of the Company’s issued and outstanding common stock after the RTO.
The reverse takeover accounting was used to account for the RTO and the VIE Arrangement as Sanming Huajian was under common control of Mr. Zhao and Ms. Zheng before and after the VIE Arrangement.  These financial statements, issued under the name of the Company, represent the continuation of the financial statements of Sanming Huajian.
 
F-4
Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


1.(a)General information (Cont’d)
Organization
Following the RTO and Business:the VIE Arrangement, the Company is primarily engaged in the manufacture, marketing and sale of extracts from tobacco leaves residues.  The Company's products include Solanesol, Nicotine Sulphate, organic pesticides, organic fertilizers, CoQ10 (raw format) and a patented organic health supplement called “Paiqianshu”, Paiqianshu comes in both liquid and pill forms and it’s made from natural green barley shoot extraction.  The Company operates manufacturing and distribution primarily in the PRC.
2.Summary of significant accounting policies
Principles of consolidation and basis of presentation
The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The condensed consolidated financial statements include the accounts of the Company, its subsidiaries and its 100% VIE Sanming Huajian.  All significant intercompany accounts and transactions have been eliminated.
In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, and necessary for a fair statement of the results for the three-month periods have been made.  Results for the three-month periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Form 10K for the year ended December 31, 2008 which was filed with the Securities and Exchange Commission on May 7, 2009.
Use of estimates
In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods.  These estimates and assumptions include, but are not limited to, the valuation of trade receivables, inventories, deferred taxes and stock-based compensation, and the estimation on useful lives and realizability of intangible assets and property, plant and equipment.  Actual results could differ from those estimates.
F-5
Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


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

  Three months ended March 31, 
  2009  2008 
  (Unaudited)  (Unaudited) 
       
Customer A $147,890  $401,608 
Customer B  153,075   307,587 
Customer C  346,136   339,151 
Customer D  332,462   334,110 
Customer E  306,355   418,583 
Customer F  181,621   258,609 
Customer G  287,393   133,151 
Customer H  253,649   - 
         
  $2,008,581  $2,192,799 

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

  March 31,  December 31, 
  2009  2008 
  (Unaudited)  (Audited) 
       
Customer A $374,854  $531,047 
Customer B  622,258   730,430 
Customer C  713,341   700,614 
Customer D  642,661   569,392 
Customer E  727,537   614,022 
Customer F  578,905   653,892 
Customer G  587,408   547,006 
         
  $4,246,964  $4,346,403 

Recently issued accounting pronouncements
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an Amendment to FASB Statement 133”.  SFAS 161 provides new disclosure requirements for an entity’s derivative and hedging activities.  SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.
F-6

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


2.Summary of significant accounting policies (Cont’d)
Recently issued accounting pronouncements (Cont’d)
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51”.  SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for the fiscal year beginning after December 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.
In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”.  SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.  The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141 is effective for the fiscal year beginning after December 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.
In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional disclosures in relation to plan assets of defined benefit pension or other postretirement plans.  FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009 with early application permitted.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.
In April 2009, the FASB issued Staff Position (FSP) No. 115-2 and No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, which amends existing guidance for determining whether impairment is other-than-temporary for debt securities.  The FSP requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.  If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income.  Additionally, the FSP expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities.  This FSP is effective for interim and annual reporting periods ending after June 15, 2009.  The Company is currently evaluating the impact that the adoption of FSP FAS 115-2 and FAS 124-2 will have on its results of operations, cash flows or financial condition.
F-7

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


2.Summary of significant accounting policies (Cont’d)
Recently issued accounting pronouncements (Cont’d)
In April 2009, the FASB issued Staff Position (FSP) No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”.  This FSP provides additional guidance for determining the fair value of assets and liabilities when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also provides guidance on identifying circumstances that indicate an observed transaction used to determine fair value is not orderly and, therefore, is not indicative of fair value. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.
In April 2009, the FASB issued Staff Position (FSP) No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”.  This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies that were previously only required in annual financial statements.  This FSP is effective for interim reporting periods ending after June 15, 2009.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.
3.Finance costs Three months ended March 31, 
   2009  2008 
   (Unaudited)  (Unaudited) 
        
 Bank loans interest $-  $3,317 
 Other loans interest  -   34,862 
 Bank charges  88   29 
          
   $88  $38,208 

During the periods ended March 31, 2009 and 2008, loans interest expenses payable to a related company were $Nil and $9,174 respectively.
4.Income taxes
United States
The Company is subject to the United States of America Tax law at tax rate of 40.7%.  No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting periods.  The Company has not provided deferred taxes on undistributed earnings of its non-U.S. subsidiaries or VIE as of March 31, 2009 as it was the Company’s current policy to reinvest these earnings in non-U.S. operations.
BVI
Elevated Throne was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.
F-8
Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


4.Income taxes  (Cont’d)
PRC
The PRC’s legislative body, the National People’s Congress, adopted the unified Corporate Income Tax Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008.  Under the new tax law, a unified income tax rates is set at 25% for both domestic enterprises and foreign-invested enterprises.
Accordingly, Fujian Green Planet and Sanming Huajian, both of which are established in the PRC, are subject to PRC enterprise income tax at the rate of 25% on their assessable profits during the three months ended March 31, 2009 and 2008.
5.Earnings per share
The basic and diluted earnings per share is calculated using the net income and the weighted average number of shares outstanding during the reporting periods. All share and per share data have been adjusted to reflect the recapitalization of the Company in the RTO.
The diluted earnings per share for the three months ended March 31, 2009 is based on the net income of the period and the weighted average number of shares of 19,951,204 outstanding during the period after adjusting for the number of 4,543,479 dilutive potential ordinary shares.  The number of 5,578,333 shares of warrants granted to several consultants are included in the calculation.
There was no dilutive instrument outstanding during the three months ended or as of March 31, 2008.   Accordingly, the basic and diluted earnings per share are the same.
6.Inventories March 31,  December 31, 
   2009  2008 
   (Unaudited)  (Audited) 
        
 Raw materials $142,324  $101,280 
 Work-in-progress  233,896   294,798 
 Finished goods  7,848   35,491 
          
   $384,068  $431,569 
F-9

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


7.Intangible assets March 31,  December 31, 
   2009  2008 
   (Unaudited)  (Audited) 
        
 Technologies - Note (a) $446,825  $286,065 
 Software  3,179   3,183 
          
    450,004   289,248 
 Accumulated amortization  (142,792)  (130,089)
          
 Net $307,212  $159,159 

Notes:
(a)The technologies were purchased from third parties for producing products - Solanesol, Organic Green Barley Supplements (Paiqianshu) and Q10 Health Supplements. The application for related patent is in process and has been initially accepted by the relevant government department.
(b)During the periods ended March 31, 2009 and 2008, amortization charge was $12,880 and $8,912 respectively.  The estimated aggregate amortization expenses for intangible assets for the five succeeding years is as follows:

 Year ending December 31,    
 2009 $47,333  
 2010  48,248  
 2011  27,103  
 2012  27,103  
 2013  27,103  
       
   $176,890  

8.Property, plant and equipment March 31,  December 31, 
   2009  2008 
   (Unaudited )  (Audited ) 
 Cost:      
 Buildings - Note (a) $1,926,263  $1,928,892 
 Plant and machinery  859,233   860,407 
 Office equipment  97,381   97,514 
 Motor vehicles  92,725   92,851 
          
    2,975,602   2,979,664 
 Accumulated depreciation  (598,250)  (546,505)
          
    2,377,352   2,433,159 
 Construction in progress - Note (b)  709,939   710,908 
          
 Net $3,087,291  $3,144,067 
F-10

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


8.Property, plant and equipment (Cont’d)
Notes:
(a)Property certificates of buildings with carrying amount of $1,671,996 as of March 31, 2009 are yet to be obtained.  The application of legal title is in process and the management expects there will be no legal hindrance in obtaining the legal title and no extra cost will be incurred.
(b)Construction in progress mainly comprises capital expenditure for construction of the Company’s new office and machinery.
(c)During the reporting periods, depreciation is included in:

    Three months ended March 31, 
    2009  2008 
    (Unaudited)  (Unaudited) 
         
  Cost of sales $29,508  $28,158 
  Administrative expenses  22,983   21,931 
           
    $52,491  $50,089 
9.Land use rights March 31,  December 31, 
   2009  2008 
   (Unaudited)  (Audited) 
        
 Land use rights $7,890,834  $7,901,606 
 Accumulated amortization  (66,146)  (60,392) )
          
   $7,824,688  $7,841,214 

The carrying amount of land use rights as of March 31, 2009 comprises three land use rights, which were required for building factories and offices, with carrying amounts of $959,881, $96,507 and $6,768,300 respectively.  The legal title of the second and third land use rights with carrying amount of $6,864,807 has not yet been transferred to the Company.  The application of legal title is in the process and the management expects there will be no legal hindrance in obtaining the legal titles and no extra costs will be incurred.
The land use right with carrying amount of $6,768,300 has not been used and developed.  Accordingly, no amortization was provided for the reporting periods.
During the periods ended March 31, 2009 and 2008, amortization charge was $5,836 and $5,569 respectively and was included in administrative expenses.  The estimated amortization charge of land use rights for the five succeeding years is as follows:
F-11
Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


9.Land use rights (Cont’d)

 Year ending December 31,    
 2009 $75,957  
 2010  163,621  
 2011  163,621  
 2012  163,621  
 2013  163,621  
       
   $730,441  
10.Other payables and accrued expenses March 31,  December 31, 
   2009  2008 
   (Unaudited)  (Audited) 
        
 Rental payable $4,029  $1,834 
 Salaries payable  64,937   59,497 
 Other accrued expenses  62,997   61,707 
 Value-added tax payable  160,419   134,078 
 Land use rights payable - Note (a)  945,034   1,004,895 
 Receipts in advance  131,850   - 
          
   $1,369,266  $1,262,011 

Note:
(a)The payable is interest-free and repayable by instalments with last payment due on December 31, 2009.
11.Amounts due to a related party and a stockholder
The amounts are interest-free, unsecured and repayable on demand.
12.Loan from government
The government loan was designated for a research project. It was interest-free, unsecured and had been fully repaid during the current reporting period.
13.Common stock
On January 15, 2009, the Company issued 404,000 shares of its common stock to several management personnel of the Company in return for their services rendered (Note 15).  On the same day, the Company issued 763,700 shares of its common stock pursuant to the exercise of 763,700 warrants with an exercise price of $0.001 per share previously granted to certain consultants (Note 15).  The Company received proceeds of $764.
F-12
Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


14.Statutory reserve
The Company’s statutory reserve comprise statutory reserve fund of Sanming Huajian.  In accordance with the relevant laws and regulations of the PRC, Sanming Huajian and Fujian Green Planet are required to set aside at least 10% of their after-tax net profit each year, if any, to fund the statutory reserve until the balance of the reserve reaches 50% of their respective registered capital.  The statutory reserve is not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior year losses.
15.Stock-based compensation
During the three months ended March 31, 2009, the Company recognized total non-cash stock-based compensation of $13,130 in connection with 404,000 shares of common stocks issued to several management personnel of the Company in return for their services rendered (Note 13).  $12,318, $487 and $325 of the stock-based compensation were charged to the statements of income and comprehensive income as administrative expenses, research and development expenses and selling expenses respectively.
The Company granted certain consultants warrants to purchase in aggregate 5,578,333 shares of its common stock in year 2008.  The exercise price of 4,718,333 warrants granted in October 2008 is $0.001 while the remaining 860,000 warrants granted in December 2008 is $0.01. All warrants were fully vested on the date of grant and will expire in 5 years from the respective date of grant.
The aggregate fair value of the warrants granted was $169,739 at the dates of grant, which was determined using the Black-Scholes option valuation model with the following assumptions: risk-free interest rate of 3.61% to 4.56%, volatility of 60%, nil expected dividends and expected life of 5 years.  The Company recognized the total charge of $169,739 in the statement of income and comprehensive income during the year ended December 31, 2008.
The warrants activity during the three months ended March 31, 2009 is as follows:

     Number of warrants 
     Outstanding        Outstanding 
     as of     Granted/  as of 
  Exercise  January     forfeited/  March 
Month of grant price   1, 2009  Exercised  cancelled   31, 2009 
                  
October 2008 $0.001   4,718,333   (763,700)  -   3,954,633 
December 2008 $0.01   860,000   -   -   860,000 
                     
       5,578,333   (763,700)  -   4,814,633 
F-13

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


16.Defined contribution plan
Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 29% of the average salaries for the latest fiscal year-end of Fujian Province to a defined contribution retirement scheme organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company's employees in the PRC.  The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan.  No forfeited contribution is available to reduce the contribution payable in the future years.  The defined contribution plan contributions were charged to the statements of income and comprehensive income.
The Company contributed $11,547 and $10,898 for the three months ended March 31, 2009 and 2008 respectively.
17.Commitments and contingencies
(a)Capital commitments
As of March 31, 2009, the Company had capital commitments contracted but not provided for in the condensed consolidated financial statements in respect of the followings:

   March 31,  December 31, 
   2009  2008 
   (Unaudited)  (Audited) 
        
 Acquisition of plant and machinery $210,405  $53,545 
 Acquisition of intangible assets  161,150   161,370 
          
   $371,555  $214,915 

(b)Operating lease arrangements
As of March 31, 2009, the Company had two non-cancelable operating leases for its office premises.  The leases will expire in 2010 and the expected payments as of March 31, 2009 were $19,705, which will fall due as follows: $9,413 in year 2009 and $10,292 in year 2010.
The rental expenses relating to the operating leases were $3,077 and $2,726 for the three months ended March 31, 2009 and 2008 respectively.
F-14

Green Planet Bioengineering Co., Ltd.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(Stated in US Dollars)


18.Segment information
The Company uses the “management approach” in determining reportable operating segments.  The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments.  The Company is solely engaged in the manufacture, marketing, sale and distribution of extracts from tobacco leaves residues.  Since the nature of the products, their production processes, the type of their customers and their distribution methods are substantially similar, management considers they are as a single reportable segment under SFAS 131, “Disclosures about Segments of an Enterprise and Related Information”.
All of the Company’s long-lived assets and revenues classified based on the customers are located in the PRC.
19.Related party transactions
Apart from the transactions as disclosed in notes 3 and 11 to the condensed consolidated financial statements, during the periods ended March 31, 2009 and 2008, the Company paid rental expenses of $879 and $839 respectively to a related company in which a stockholder, who is also the director of the Company, has a beneficial interest.
F-15
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview
Green Planet Bioengineering Co., Limited (f/k/a(“Green Planet”) (formally Mondo Acquisition II, Inc. (the “Company”)), a wholly owned subsidiary of Mondo Management Corp., was incorporated in the stateState of Delaware on October 30, 2006 for2006. Since inception, we have been engaged in organizational efforts to obtain initial financing. We were formed as a vehicle to pursue a business combination through the purposeacquisition of, raising capital that is intended to be used in connection with its business plans which may include a possibleor merger acquisition or other business combination with, an operating business. We filed a registration statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2007, and since its effectiveness, we have focused our efforts to identify a possible business combination. On October 2, 2008, the Companywe changed itsour name to Green Planet Bioengineering Co. Limited. Planet.

On October 24, 2008 (“Closing Date”), Green Planet Bioengineering Co. Limitedwe executed and consummated a Share Exchange Agreement (the “Closing”) by and among (i) Elevated Throne Overseas Ltd., a British Virgin Islands limited liability company; (ii) the stockholders of 100% of Elevated Throne Overseas Ltd.’s common stock (the “Elevated Throne Overseas Ltd., Shareholders”); and (iii) Green Planet Bioengineering Co. Limited ’s then-controlling stockholder, Cris Neely.

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

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

As a result of the Reverse Merger Transaction, we acquired 100% of the capital stock of Elevated Throne Overseas Ltd. and consequently, control of the business and operations of Elevated Throne Overseas Ltd., Fujian Green Planet Bioengineering Co., Ltd., and Sanming Huajian Bio-Engineering Co., Ltd. Prior to the Reverse Merger Transaction, we were a public reporting blind pool company in the development stage. From and after the Closing Date of the Share Exchange Agreement, our primary operations consist of the business and operations of Sanming Huajian Bio-Engineering Co., Ltd.. Sanming’s business is conducted in China.

Elevated Throne Overseas Ltd. (“Elevated Throne”) was incorporated under the laws of the British Virgin Islands on May 8, 2008, and Elevated Throne Overseas Ltd. formed FuJian Green Planet Bioengineering Co., Ltd. as a wholly foreign-owned enterprise under the laws of the PRC on July 25, 2008.
Sanming Huajian Bio-Engineering Co., Ltd. was organized under the laws of the PRC in April of 2004 under the name Sanming Zhonjian Biological Technology Industry Co., Ltd.
Under the laws of the PRC, certain restrictions are placed on round trip investments, which are defined under PRC law as an acquisition of a PRC entity by an offshore special purpose vehicle owned by one or more PRC residents. As a result, FuJian Green Planet Bioengineering Co., LTD. entered into a series of agreements with Sanming Huajian Bio-Engineering Co., Ltd., which we believe give us effective control over the business of Sanming Huajian Bio-Engineering Co., Ltd. These agreements are described below in the section entitled “Contractual Agreements with Sanming Huajian Bio-Engineering Co., Ltd.”
Contractual Agreements with Sanming Huajian Bio-Engineering Co., Ltd.

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

F-4

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

On July 25, 2008, we entered into the following contractual arrangements, each of which is enforceable and valid in accordance with the laws of the PRC:
Entrusted Management Agreement.  Pursuant to this entrusted management agreement among Fujian Green Planet Bioengineering Co., Ltd., Sanming Huajian, and the Sanming Huajian Shareholders (the "Entrusted Management Agreement"), Sanming Huajian and its shareholders agreed to entrust the business operations of Sanming Huajian and its management to Fujian Green Planet Bioengineering Co., Ltd. until Fujian Green Planet Bioengineering Co., Ltd. acquires all of the assets or equity of Sanming Huajian (as more fully described in the Exclusive Option Agreement below). Prior to the occurrence of such event, Sanming Huajian will only own those certain assets that are not sold to Fujian Green Planet Bioengineering Co., Ltd. The Company anticipates that Sanming Huajian will continue to be the contracting party under its customer contracts, banks loans and certain other assets until such time as those may be transferred to Fujian Green Planet Bioengineering Co., Ltd. Under the Entrusted Management Agreement, Fujian Green Planet Bioengineering Co., Ltd. will manage Sanming Huajian‘s operations and assets, and control all of Sanming Huajian’s cash flow through an entrusted bank account. In turn, it will be entitled to any of Sanming Huajian’s net profits as a management fee, and will be obligated to pay all Sanming Huajian payables and loan payments. The Entrusted Management Agreement will remain in effect until the acquisition of all assets or equity of Sanming Huajian by Fujian Green Planet Bioengineering Co., Ltd. is completed.

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

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

Completion of the PRC Restructuring

The PRC restructuring transaction closed onas of October 24, 2008. However, Fujian Green Planet Bioengineering Co., Ltd. is required under the agreements to complete additional post-closing steps required in order to maintain its good standing under PRC law. These steps include Fujian Green Planet Bioengineering Co., Ltd. making required regulatory filings and giving proof to regulatory authorities that it has received the required portion of its registered capital as of the deadline required under PRC law. Specifically, Fujian Green Planet Bioengineering Co., Ltd. must receive 15% of its total registered capital of $2.0MM by 3 months of effectiveness of business license,To date no License Payment has been made and the remaining $1.7MM by two years from effectiveness of business license, in order to maintain the validity of its business license and its certificate of approval to exist as a wholly foreign-owned entity in the PRC issued by the Fujian Provincial Municipal Government and the Sanming Administration for Industry and Commerce, respectively. This license and approval would become invalid and be immediately cancelled if Fujian Green Planet Bioengineering Co., Ltd. were to fail to make timely payment of its registered capital, in which case we could cease to have any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC law. We have filed an extensionCompany has been working with the regulatory authorities andin order to extend the payment timeline and satisfy the requirements. The Company has applied for an extension of the registered capital is due in full by January 17, 2009. We anticipate that all required post-closing steps, includingcontribution period to December 31, 2009 with the payment and verification of the full payment of Fujian Green Planet Bioengineering Co., Ltd.’s registered capital, will be completed by January 17, 2009.relevant government bureau.

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

F-55

Name of Shareholder
 
Amount of Contribution
(RMB) ‘000
 
Percent of Capital
Contribution
 
Min Zhao  1332.82  35.07%
Min Yan Zhen  1366.86  35.97%
Jiangle Jianlong Mineral industry Co.  1100.32  28.96%
      
Total    RMB 3800.00    100%

Subsidiaries

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

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

Sanming Huajian Bio-Engineering Co., Ltd was originally incorporated in April 2004 in the People’s Republic of China as Sanming Zhongjian Biological Technology Industry Co., Ltd. On August 17, 2004, the company changed its name from Sanming Zhongjian Biological Technology Industry Co., Ltd. to Sanming Huajian Bio-Engineering Co., Ltd. Sanming Huajian Bio-Engineering Co., Ltd is a research and development company with a focus on improving human health through the development, manufacture and commercialization of bio-ecological products and over-the-counter products utilizing the extractions of tobacco leaves. Since 2007, Sanming Huajian Bio Engineering Co., Ltd has developed a variety of natural organic products using tobacco leaves.

(b)
Development Stage Company:
The Company is currently a development stage company under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 7. All activities of the Company to date relate to its organization, initial funding and share issuances.  
As of September 30, 2008 and since the Company had not consummated the reverse merger transaction as of that date, the Company had not begun principal operations, and as is common with a development stage company, the Company has had recurring losses during its development stage. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. In the interim, shareholders of the Company have committed to meeting its minimal operating expenses.
(c)
Use of Estimates:
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(d)
Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with original maturities of three months or less to be cash equivalents.

F-6

GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(unaudited)

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
(e)
Income Taxes:
The Company has implemented the provisions on Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). SFAS 109 requires that income tax accounts be computed using the liability method. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities given the provisions of currently enacted tax laws.
Any deferred tax asset is considered immaterial and has been fully offset by a valuation allowance because at this time the Company believes that it is more likely than not that the future tax benefit will not be realized as the Company has no current operations.
In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective January 1, 2007, the Company adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has been no adjustment to the Company’s financial statements for the three and six months ending June 30, 2008.
(f)
Loss per Common Share:
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments.
(g)
Fair Value of Financial Instruments:
The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

NOTE 2 -RECENT ACCOUNTING PRONOUNCEMENTS:
SFAS No. 141(R), “Business Combinations” — This statement includes a number of changes in the accounting and disclosure requirements for new business combinations occurring after its effective date.  The changes in accounting requirements include: acquisition costs will be expensed as incurred; noncontrolling (minority) interests will be valued at fair value; acquired contingent liabilities will be recorded at fair value; acquired research and development costs will be recorded at fair value as an intangible asset with indefinite life; restructuring costs will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and changes in income tax uncertainties after the acquisition date will generally affect income tax expense.  The statement is effective for new business combinations occurring on or after the first reporting period beginning on or after December 15, 2008.
SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements:  An Amendment of ARB No. 51” —  This statement changes the accounting and reporting for noncontrolling (minority) interests in subsidiaries and for deconsolidation of a subsidiary.  Under the revised basis, the noncontrolling interest will be shown in the balance sheet as a separate line in equity instead of as a liability.  In the income statement, separate totals will be shown for consolidated net income including noncontrolling interest, noncontrolling interest as a deduction, and consolidated net income attributable to the controlling interest. In addition, changes in ownership interests in a subsidiary that do not result in deconsolidation are equity transactions if a controlling financial interest is retained. If a subsidiary is deconsolidated, the parent company will now recognize gain or loss to net income based on fair value of the noncontrolling equity at that date.  The statement is effective prospectively for fiscal years and interim periods beginning on or after December 15, 2008, but upon adoption will require restatement of prior periods to the revised bases of balance sheet and net income presentation.

F-7

GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(unaudited)

NOTE 3 -CAPITAL STOCK:

On October 2, 2008, the Company filed an amendment to its Certificate of Incorporation with the Secretary of State of Delaware, pursuant to which it increased its authorized common stock. The total number of shares of capital stock which the Company shall have authority to issue is two hundred sixty million (260,000,000). The Company is authorized to issue 250,000,000 shares of common stock at $.001 par value (the “Common Stock”) and 10,000,000 shares of preferred stock at $.001 par value (the “Preferred Stock”). The Preferred stock of the Company shall be issued by the Board of Directors of the Company in one or more classes or one or more series within any class and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, limitations or restrictions as the Board of Directors of the Company may determine, from time to time.
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.
On December 8, 2006, the Company issued 1,000,000 shares of Common Stock to Mondo Management Corp. at a purchase price of $.0175 per share, for an aggregate purchase price of $17,500.
The Company had 1,000,000 shares of common stock issued and outstanding at September 30, 2008 and June 30, 2007. As of September 30, 2008 and June 30, 2007 the Company had no preferred stock issued and outstanding.

F-8
GREEN PLANET BIOENGINEERING CO., LIMITED
(f/k/a Mondo acquisition II, Inc.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2008
(unaudited)

NOTE 4 -RELATED PARTIES:

The officers, directors and stockholders of the Company are affiliated with Sichenzia Ross Friedman Ference LLP, an entity providing legal services to the Company at no cost. The Company recorded the fair value of such legal services to reflect all the costs of doing business in the Company’s financial statements.

NOTE 5 - INCOME TAXES:

For income tax reporting purposes, the Company's aggregate unused net operating losses of approximately $4,200 will expire through 2026, subject to limitations of Section 382 of the Internal Revenue Code, as amended. The deferred tax asset related to the carry forward was deemed to be approximately $1,000. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the development stage and the likelihood of a future Section 382 limitation it is more likely than not that the benefits will not be realized.

NOTE 6 – POST BALANCE SHEET EVENTS

On October 2, 2008, the Company changed its name from Mondo Acquisition II, Inc. to Green Planet Bioengineering Co. Limited and increased its number of authorized shares of common stock from 40,000,000 to 250,000,000 shares. On October 23, 2008 and October 24, 2008, the Company entered into a series of transactions with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”) pursuant to which (i) Elevated Throne became a wholly-owned subsidiary of the Company, (ii) the Company appointed new directors and officers and (iii) Cris Neely, the company’s, president and director, tendered his resignation. These transactions are described in greater detail in the Company’s Form 8-K dated October 24, 2008. In October, the company approved 50,000 shares of its common stock to a service provider for services rendered. In addition, the Company has issued, as compensation to a consultant, warrants to purchase an aggregate of 20,000,000 shares of its common stock (subject to adjustment upon certain events) at exercise prices ranging from $0.10 to $1.00 per share, however in no event shall the consultant be entitled to exercise these warrants for a number of warrant shares in excess of that number of warrant shares which, upon giving effect to such exercise, would cause the aggregate number of shares of common stock beneficially owned by consultant and its affiliates to exceed 4.99% of the outstanding shares of the common stock following such exercise. The Company has also granted to said consultant the right to convert any portion of a $1,000,000 consulting fee payable to said consultant into shares of the Company’s common stock (at a conversion price based upon the market price for the Company’s common stock on the day it first trades). The Company has also issued warrants to purchase 4,718,333 shares of its common stock (subject to adjustment upon certain events) at an exercise price of $0.001 per share as compensation to other consultants and service providers.
F-9
Item 2.      Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or achievements, or industry results, to differ materially from those contemplated by such forward-looking statements include without limitation:
·   Our ability to attract and retain management,
·   Our ability to raise capital when needed and on acceptable terms and conditions;
·   The intensity of competition; and
·   General economic conditions.
All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Overview

We were incorporated in Delaware under the name Mondo Acquisition II, Inc. on October 30, 2006.  Our initial business plan was to serve as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. On September 30, 2008, Mondo Acquisition II, Inc., Mondo Management Corp. (“Seller”) and Cris Neely (“Buyer”) entered into a Stock Purchase Agreement (the “Agreement”). Pursuant to the Agreement, Seller sold to Buyer an aggregate of 935,000 previously issued and outstanding shares of the Company's restricted common stock, comprising of approximately 93.5 % of the issued and outstanding capital stock of the Company. The purchase price for the sale of the shares was $14,375 in cash and 65,000 shares of our common stock. All of our current officers and directors agreed to resign and the Buyer’s nominee, Mr. Cris Neely, was appointed to fill the vacancies on the Board in connection with the stock purchase transaction.

On October 2, 2008, we changed our name to Green Planet Bioengineering Co. Limited. We have not realized any revenues from operations since inception, and our plan of operation was to locate a suitable acquisition or merger candidate and consummate a business combination.

Since our formation on October 30, 2006, our purpose has been to effect a business combination with an operating business which we believe has significant growth potential. Until we acquired all of the issued and outstanding common stock of Elevated Throne Overseas Ltd. (discussed below), we were considered to be a “blank check” company in as much as did not have specific business plans, operations, revenues or employees.
As more fully described below, on October 24, 2008, we consummated a number of related transactions through which we acquired control of Sanming Huajian Bio-Engineering Co., Ltd., a PRC-based company (the “Reverse Merger Transaction”). These transactions are described in greater detail in our Form 8-K dated October 24, 2008. Sanming Huajian Bio-Engineering Co., Ltd. is engaged in the research, development, production and sale of extracts from tobacco leaves to be used in various pharmaceutical and health products.

The Reverse Merger Transaction

On October 24, 2008, (“Closing Date”), Green Planet Bioengineering Co. Limited executed and consummated a Share Exchange Agreement (the “Closing”) by and among (i) Elevated Throne Overseas Ltd., a British Virgin Islands limited liability company; (ii) the stockholders of 100% of Elevated Throne Overseas Ltd.’s common stock (the “Elevated Throne Overseas Ltd., Shareholders”); and (iii) Green Planet Bioengineering Co. Limited ’s then-controlling stockholder, Cris Neely.

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At closing, we acquired control of Elevated Throne Overseas Ltd., which is the parent company of FuJian Green Planet Bioengineering Co., LTD., a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the People’s Republic of China (“PRC”), by issuing to the Elevated Throne Overseas Ltd.’s Shareholders 14,141,667 shares of our Common Stock in exchange for all of the outstanding capital stock of Elevated Throne Overseas Ltd. (the “Reverse Merger Transaction”). Immediately after the Closing, we had a total of 15,141,667 shares of common stock outstanding, with the Elevated Throne Overseas Ltd.’s Shareholders (and their assignees) owning approximately 93.40% of our outstanding common stock, and the balance held by those who held our common stock prior to the Closing.

Our board of directors (the “Board”) as well as the directors and the shareholders of Elevated Throne Overseas Ltd. each approved the Reverse Merger Transaction, including the transactions contemplated there under. Following the Closing Date, Elevated Throne Overseas Ltd. became our wholly-owned subsidiary.

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

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

Our Board approved the Share Exchange Agreement on October 23, 2008, and we entered into the Share Exchange Agreement with Elevated Throne Overseas Ltd. and its Shareholders on October 24, 2008.
Elevated Throne Overseas Ltd. (“Elevated Throne”) was incorporated under the laws of the British Virgin Islands on May 8, 2008, and Elevated Throne Overseas Ltd. formed FuJian Green Planet Bioengineering Co., Ltd. as a wholly foreign-owned enterprise under the laws of the PRC on July 25, 2008.
Sanming Huajian Bio-Engineering Co., Ltd. was organized under the laws of the PRC in April of 2004 under the name Sanming Zhonjian Biological Technology Industry Co., Ltd.
Business Overview
Under the laws of the PRC, certain restrictions are placed on round trip investments, which are defined under PRC law as an acquisition of a PRC entity by an offshore special purpose vehicle owned by one or more PRC residents. As a result, FuJian Green Planet Bioengineering Co., LTD. entered into a series of agreements with Sanming Huajian Bio-Engineering Co., Ltd., which we believe give us effective control over the business of Sanming Huajian Bio-Engineering Co., Ltd. These agreements are described below in the section entitled “Contractual Agreements with Sanming Huajian Bio-Engineering Co., Ltd.”
Sanming Huajian Bio-Engineering Co., Ltd.’s executive offices are located at No.126 Mingdu Building, Gongye Road, Sanming City, Fujian, China, and the telephone number is +86 598 8523617. Our website is www.greenplanetbio.com.cn. Information on our website or any other website is not a part of this report.

Contractual AgreementsGreen Planet headquartered in Aventura, FL with its main operations located in Sanming Huajian Bio-Engineering Co.and Fuzhou, China, is a high-tech bioengineering enterprise that engages in research, development, production and sale of various organic health and agricultural products originating from residues of tobacco leaves. The Company's primary products are Coenzyme Q10 (“CoQ10”), Ltd.

Prior toa health supplement that supports the reverse merger, Elevated Throne Overseas’ business was conducted through Sanming Huajian Bio-Engineering Co., Ltd.,cardiovascular system and a patented organic health supplement called “Paiqianshu”. Paiqianshu comes in both liquid and tablet forms and it’s made from natural green barley shoot extraction. The Company operates R&D, manufacturing, and distribution of its largest shareholders being Mr. Min Zhao and Mr. MinYan Zhen with a 35.07% and 35.97% interest respectively. Sanming Huajian Bio-Engineering Co., Ltd. has the licenses and approvals necessary to operate its businessproducts primarily in the PRC.

PRC law places certain restrictions on roundtrip investments throughResults of Operations and Financial Condition

In this Section, the acquisitionCompany will discuss the following:  (i) results of a PRC entity by PRC residents. To comply with these restrictions, in conjunction with the reverse acquisition, we (via our wholly-owned subsidiary, FuJian Green Planet Bioengineering Co., Ltd.) entered into and consummated certain contractual arrangements with Sanming Huajian Bio-Engineering Co., Ltd. and their respective stockholders pursuant to which we provide these companies with technology consulting and management services. Through these contractual arrangements, we have the ability to substantially influence these companies’ daily operations and financial affairs, appoint their senior executivescondition for the quarter ended March 31, 2009 versus the quarter ended March 31, 2008; (ii) liquidity and approve all matters requiring stockholder approval. Ascapital resources; (iii) a resultdiscussion of these contractual arrangements,the Company’s risk factors; and (iv) Company’s critical accounting policies.

Quarter Ended March 31, 2009 versus March 31, 2008

Net Sales
The Company generated net sales of $2,297,621 for the period ended March 31, 2009 compared to $2,192,799 for the period ended March 31, 2008, an increase of $104,822 or 5%. The Company continues to show sales growth despite the economic crises. In addition, the increase was mainly attributable to the increasing demand for the Company’s products and a broader product portfolio catering to a higher number of customers.

Cost of Sales
Cost of sales was $852,686 for the period ended March 31, 2009 compared to $850,797 for the period ended March 31, 2008, an increase of $1,889. The slight increase is due to higher net sales. We experienced a stable raw material pricing during the two measuring periods. Furthermore, the Company has strong relationships with its vendors.

Gross profit
The gross profit for the period ended March 31, 2009 was $1,444,935 compared to $1,342,002 for the same period of last year, an increase of $102,933 (or 8%). The gross profit margin was 62.9% and 61.2% for the periods ended March 31, 2009 and 2008, respectively. The Company continues to show stability in its market pricing as well as continuity in its manufacturing operations. The Company is currently not experiencing any price pressure due to the high market demand for its products.
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Operating Income
The operating income amounted to $1,140,223 for quarter ended March 31, 2009 compared to $1,130,911 for same quarter in 2008, which enable usis an increase of 1%.

Selling Expenses
Selling expenses totaled $56,031 and $56,347 for the quarters ended March 31, 2009 and March 31, 2008, respectively. The main cost drivers were personnel costs, travel and costs related to control Sanming Huajian Bio-Engineering Co., Ltd.various marketing campaigns. The Company has not added any sales staff compared to the same period of last year.

Administrative Expenses
Administrative expenses amounted to $212,215 and operate our business$127,889 for the quarters ended March 31, 2009 and March 31, 2008, respectively. The main expenses were attributable to management and staff, accounting, audit fees and facilities expenses. The main reasons for the increase are attributable to various public company expenses such as legal advice, audit fees, and filing fees. In addition, the Company reported a non-cash impacting stock issuance cost of $12,318 in the PRC through Sanming Huajian Bio-Engineering Co., Ltd., we are consideredquarter ended March 31, 2009.

Research and Development Expenses
Research and development (R&D) expenses totaled $36,466 and $26,855 for the primary beneficiaryquarters ended March 31, of Sanming Huajian Bio-Engineering Co., Ltd. Accordingly, we consolidate2009 and March 31, 2008 respectively. The slight increase in R&D expenses pertains to the results,Company’s efforts to broaden and strengthen its product portfolio, which shall lead to increased competitiveness for the Company.

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

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The management periodically assesses the realisability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local, state, federal tax audits or estimates and judgments used.
The Company operates in the People’s Republic of China and is subject to its tax laws. In accordance with the relevant tax laws and regulations of the Sanming Huajian Bio-Engineering Co., Ltd.People’s Republic of China, the corporation income tax rate has been revised to 25% across the board for all enterprises, whether domestic or foreign-owned from 33% with effect from January 1, 2008. The Company is subject to the United States of America Tax law at a tax rate of 40.7%.  No provision for the US federal income taxes has been made as the Company had no taxable income in our financial statements.this jurisdiction for the reporting periods.

47

On July 25,Net Income
The net income for the Company was $842,725 and $862,203 for the quarters ended March 31, 2009 and March 31, 2008 we entered intorespectively. The net profit margin was 36.7% and 39.3% for the following contractual arrangements, eachsame periods, respectively.

Liquidity and Capital Resources
The Company’s working capital and long-term funding primarily comes from operating cash flow and loans, while our financial resources are used in capital expenditures, operating activities and repayment of loans. Net cash flow provided by operating activities amounted to $441,881 for quarter ended March 31, 2009 compared to $524,888 for same quarter in 2008. The slightly lower cash inflow is due to extended payment terms to a few customers to earn additional business. The Company’s trade receivables totaled $4,881,909 as of March 31, 2009 compared to $4,346,403 as of December 31, 2008. No allowance for doubtful debts was provided for the quarter ended March 31, 2009. The Company believes it has a strong and loyal customer base. The inventory amounted to $384,068 and $431,569 as of March 31, 2009 and December 31, 2008 respectively. The lower inventory level is due to increased operational efficiency and improved overall planning. The main part of the inventory as of March 31, 2009 consists of work in progress ($233,896). Future operations are estimated to be funded by the company’s strong net income, which greatly contributes to the Company’s positive cash inflow. In addition, the company is enforceableworking aggressively to reduce its accounts receivables to further strengthen its cash position. The main part of the Company’s cash outflow is estimated to pertain to R&D and validadministrative expenses. In addition, based on the strong demand for the Company’s products, the Company plans to add necessary equipment to its manufacturing facility to match the market demand. However, this will be in accordancestrong correlation with the laws of the PRC:
Entrusted Management Agreement.  Pursuant to this entrusted management agreement among Fujian Green Planet Bioengineering Co., Ltd., Sanming Huajian,product demand factor and the Sanming Huajian Shareholders (the "Entrusted Management Agreement"), Sanming Huajian and its shareholders agreed to entrust the business operations of Sanming Huajian and its management to Fujian Green Planet Bioengineering Co., Ltd. until Fujian Green Planet Bioengineering Co., Ltd. acquires all of the assets or equity of Sanming Huajian (as more fully described in the Exclusive Option Agreement below). Prior to the occurrence of such event, Sanming Huajian will only own those certain assets that are not sold to Fujian Green Planet Bioengineering Co., Ltd. We anticipate that Sanming Huajian will continue to be the contracting party under its customer contracts, banks loans and certain other assets until such time as those may be transferred to Fujian Green Planet Bioengineering Co., Ltd. Under the Entrusted Management Agreement, Fujian Green Planet Bioengineering Co., Ltd. will manage Sanming Huajian‘s operations and assets, and control all of Sanming Huajian’sCompany’s cash flow through an entrusted bank account. In turn, it will be entitled to any of Sanming Huajian’s net profits as a management fee, and will be obligated to pay all Sanming Huajian payables and loan payments. The Entrusted Management Agreement will remain in effect until the acquisition of all assets or equity of Sanming Huajian by Fujian Green Planet Bioengineering Co., Ltd. is completed.inflow.
Exclusive Purchase Option Agreement.   Under the exclusive option agreement among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming Huajian Shareholders, the Sanming Huajian Shareholders granted Fujian Green Planet Bioengineering Co., Ltd. an irrevocable and exclusive purchase option to acquire Sanming Huajian’s equity and/or remaining assets, but only to the extent that such purchase does not violate limitations imposed by PRC law. Current PRC law does not specifically provide for a non-PRC entity's equity to be used as consideration for the purchase of a PRC entity's assets or equity. The option is exercisable when PRC law specifically allows foreign equity to be used as consideration to acquire a PRC entity's equity interests and/or assets, and when the Company has sufficient funds to purchase Sanming Huajian’s equity or remaining assets. The consideration for the exercise of the option is the shares of Common Stock received by the Sanming Huajian’s Shareholders under the Share Exchange Agreement.
Share Pledge Agreement. Under this share pledge agreement among Fujian Green Planet Bioengineering Co., Ltd. and the Sanming Huajian Shareholders (the "Share Pledge Agreement"), the Sanming Huajian Shareholders pledged all of their equity interests in Sanming Huajian, including the proceeds thereof, to guarantee all of Fujian Green Planet Bioengineering Co., Ltd.’s rights and benefits under the Restructuring Agreements. Prior to termination of this Share Pledge Agreement, the pledged equity interests cannot be transferred without Fujian Green Planet Bioengineering Co., Ltd.’s prior consent.

Completion of the PRC Restructuring

Foreign Currency Translation
The PRC restructuring transaction closed on October 24, 2008. However, Fujian Green Planet Bioengineering Co., Ltd. is required under the agreements to complete additional post-closing steps in order to maintain its good standing under PRC law. These steps include Fujian Green Planet Bioengineering Co., Ltd. making required regulatory filings and giving proof to regulatory authorities that it has received the required portion of its registered capital as of the deadline required under PRC law. Specifically, Fujian Green Planet Bioengineering Co., Ltd. must receive 15% of its total registered capital of $2.0MM by 3 months of effectiveness of business license, and the remaining $1.7MM by two years from effectiveness of business license, in order to maintain the validity of its business license and its certificate of approval to exist as a wholly foreign-ownedCompany’s operating entity, in the PRC issued by the Fujian Provincial Municipal Government and the Sanming Administration for Industry and Commerce, respectively. This license and approval would become invalid and be immediately cancelled if Fujian Green Planet Bioengineering Co., Ltd. were to fail to make timely payment of its registered capital, in which case we could cease to have any claim to control Sanming Huajian Bio-Engineering Co., Ltd. under PRC law. We have filed an extension withmaintains its financial statements in the regulatory authorities and the paymentfunctional currency of the registered capitalPeople’s Republic of China, which is duethe “Renminbi” (RMB). Monetary assets and liabilities denominated in full by January 17, 2009. We anticipate that all required post-closing steps, includingcurrencies other than the payment and verificationfunctional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the full paymenttransaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of Fujian Green Planet Bioengineering Co., Ltd.’s registered capital, will be completed by January 17, 2009net income for the respective periods..

Upon consummationFor financial reporting purposes, the financial statements are prepared using the functional currency Renminbi, which have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates, revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of the PRC Restructuring Agreements above, the contributions of Sanming Huajian Bio-Engineering Co., Ltd.’s registered capital, and therefore the ownership of Sanming Huajian Bio-Engineering Co., Ltd., took the current form, which is represented in the table below:stockholders’ equity.

Name of Shareholder
 
Amount of Contribution
(RMB) ‘000
 
Percent of Capital
Contribution
 
Min Zhao  1332.82  35.07%
Min Yan Zhen  1366.86  35.97%
Jiangle Jianlong Mineral industry Co.  1100.32  28.96%
      
Total  RMB 3800.00  100%

58
Exchange Rates 3/31/2009 3/31/2008 
      
Fiscal period/year end RMB : US$ exchange rate 6.83 7.00 
      
Average period/yearly RMB : US$ exchange rate 6.83 7.15 

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

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

Significant Estimates

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

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

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an Amendment to FASB Statement 133”.  SFAS 161 provides new disclosure requirements for an entity’s derivative and hedging activities.  SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51”.  SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS 160 is effective for the fiscal year beginning after December 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.
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In December 2007, the FASB issued SFAS No. 141 (Revised), “Business Combinations”.  SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree.  The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS 141 is effective for the fiscal year beginning after December 15, 2008.  The adoption of the statement did not have a material impact on the Company’s results of operations, cash flows or financial condition.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP FAS 132(R)-1 requires additional disclosures in relation to plan assets of defined benefit pension or other postretirement plans.  FSP FAS 132(R)-1 is effective for fiscal years ending after December 15, 2009 with early application permitted.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.

In April 2009, the FASB issued Staff Position (FSP) No. 115-2 and No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, which amends existing guidance for determining whether impairment is other-than-temporary for debt securities.  The FSP requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell a security in an unrealized loss position before recovery of its amortized cost basis.  If either of these criteria is met, the entire difference between amortized cost and fair value is recognized in earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment recognized in earnings is limited to the amount related to credit losses, while impairment related to other factors is recognized in other comprehensive income.  Additionally, the FSP expands and increases the frequency of existing disclosures about other-than-temporary impairments for debt and equity securities.  This FSP is effective for interim and annual reporting periods ending after June 15, 2009.  The Company is currently evaluating the impact that the adoption of FSP FAS 115-2 and FAS 124-2 will have on its results of operations, cash flows or financial condition.

In April 2009, the FASB issued Staff Position (FSP) No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset and Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”.  This FSP provides additional guidance for determining the fair value of assets and liabilities when the volume and level of activity for the asset or liability have significantly decreased. FSP FAS 157-4 also provides guidance on identifying circumstances that indicate an observed transaction used to determine fair value is not orderly and, therefore, is not indicative of fair value. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.

In April 2009, the FASB issued Staff Position (FSP) No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments”.  This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies that were previously only required in annual financial statements.  This FSP is effective for interim reporting periods ending after June 15, 2009.  The Company does not anticipate the adoption of this FSP will have a material impact on its results of operations, cash flows or financial condition.
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Subsidiaries

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

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

Sanming Huajian Bio-Engineering Co., Ltd was originally incorporated in April 2004 in the People’s Republic of China as Sanming Zhongjian Biological Technology Industry Co., Ltd. On August 17, 2004, the company changed its name from Sanming Zhongjian Biological Technology Industry Co., Ltd. to Sanming Huajian Bio-Engineering Co., Ltd. Sanming Huajian Bio-Engineering Co., Ltd is a research and development company with a focus on improving human health through the development, manufacture and commercialization of bio-ecological products and over-the-counter products utilizing the extractions of tobacco leaves. Since 2007, Sanming Huajian Bio Engineering Co., Ltd has developed a variety of natural organic products using tobacco leaves.

Results of Operations

Prior to the consummation of the Reverse Merger Transaction, we did not conduct any active operations, except forour efforts to locate a suitable acquisition or merger transaction. No revenue has been generated by us during such period.

Net loss for the three and nine months ended September 30, 2008 was $361and $861 respectively, compared to $1,296 and $1,296 for the three and nine months ended September 30, 2007, respectively.

Liquidity and Capital ResourcesOff-Balance Sheet Arrangements

We diddo not have any revenues from any operations for the three and nine months ended September 30, 2008. At September 30, 2008, we had cash of $6,138 and working capital of $3,349.

Through September 30, 2008, and prior to the execution of the Share Exchange Agreement, our material commitments were professional and administrative fees and expenses associated with the preparation of its filings with the SEC and other regulatory requirements.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.investors.

Item 3.          Quantitative and Qualitative Disclosures about Market Risk.Risks

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

Item 4T.         Controls and Procedures.
Item 3Quantitative and Qualitative Disclosures about Market Risk
Not Applicable
Item 4Controls and Procedures

 (a) Evaluation of Disclosure ControlsControl and Procedures

 As of September 30, 2008, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosureDisclosure controls and procedures were effective in ensuringare controls and other procedures that are designed to ensure that information required to be disclosed by us in our periodiccompany reports filed or submitted under the Securities Exchange Act of 1934, or the “Exchange Act,” is recorded, processed, summarized and reported, within the time periods specified for each reportin the SEC’s rules and forms.  Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that such information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principalchief executive officer and principalchief financial officers,officer, as appropriate to allow timely decisions regarding disclosure.

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

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

i.pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
iii.provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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

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

In order to mitigate this material weakness to the fullest extent possible, all quarterly and annual financial reports are reviewed by the Chief Executive Officer and the Board of Directors for reasonableness.  All unexpected results are investigated.  At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it is immediately implemented.  We intend to implement appropriate procedures for monitoring and review the work performed by our finance manager and outside consultants. The Company is seeking a permanent placement for the Chief Financial Officer position.
 
 There was
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During the most recently completed fiscal quarter, there has been no change in our internal controlscontrol over financial reporting that has materially affected or is reasonablereasonably likely to materially affect, our internal control over financial reporting during the quarter covered by this Report.reporting.


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Part II.  
II
OTHER INFORMATION
Item 1Legal Proceedings
None
Item 2Market for Common Equity and Related Stockholder Matters

Item 1. 
Legal Proceedings
The Company’s common stock is not traded on any exchange and is not available on any quotation system. There has not been any sale of any unregistered securities for the period ended March 31, 2009.

None

Item 1A. 
3
Risk Factors

Not applicable

Item  2. 
Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.  
Defaults Uponupon Senior Securities

None.

None
Item 4. 4
Submission of Matters to a Vote of Security Holders

Not applicable

Item 5.    
Other Information

Not applicable

Item 6. 
Exhibits

(a)  Exhibits

Exhibit Number
Description of Exhibit
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
  
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amendedNone
  
32Item 5Other Information
None
Item 6
Exhibits
(a)Exhibits
31
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
713
 
SIGNATURES

In accordance withPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned,undersigned; thereunto duly authorized.authorized this 15th day of May, 2009.

 Green Planet Bioengineering Co. Limited.GREEN PLANET BIOENGINEERING CO., LTD.
  
    
Date: November 12, 2008May 15, 2009By:
/s/ Min Zhao
 
  Min Zhao 
  
Chief Executive Officer (Principal
(Principal Executive
Officer and
Principal Financial and Accounting
Officer)
 
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