UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF_______________________
 
THE SECURITIES EXCHANGE ACT OF(Mark One)
þQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the fiscal Quarterquarterly period ended September 30, 2011March 31, 2012
or
oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from___________ to ____________
 
Commission file number 000-52622

GREEN PLANET BIOENGINEERING CO., LTD.
GREEN PLANET BIOENGINEERING CO. LIMITED
(Exact Name of Registrant as Specified In Its Charter)
(Exact Name of Registrant as Specified in its charter)
 
Delaware37-1532842
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
DELAWARE19950 West Country Club Drive,
Suite 100,Aventura, Florida
 
37-1532842
(State or Other Jurisdiction
of Incorporation or Organization)
(I.R.S. Employer
Identification No.)
19950 W. Country Club Drive, Suite 100, Aventura, FL 33180
(Address of Principal Executive Offices)principal executive offices)  (Zip Code)
 
(305) 328-8662
(Registrant's Telephone Number, Including Area Code)
(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year
if changed since last report

_____________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   o   No   þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the act.  Yes   o  No   þ
Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 þNo:   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website,corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to submit and post such files)Yes: þ   No:.    Yes o   No o

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

Large Accelerated Filer      o   Accelerated Filer      o   Non-accelerated Filer     o   Smaller Reporting Company       þ
Large accelerated fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyþ
(Do not check if a smaller company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Rule 12b-2).  Yes:Act) Yes þNo:   No o
 
The number of shares of common stock outstanding as of November 11, 2011May 10, 2012 was 20,006,402..
 
 
 
 
 
TABLE OF CONTENTS
 
  Page Number
PART IFINANCIAL INFORMATION 
PART I  FINANCIAL INFORMATION
   
Item 1.Financial Statements1
   
 Condensed Balance Sheets as of September 30, 2011March 31, 2012 (Unaudited) and December 31, 2010 (Audited)20111
   
 Condensed Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2012 and Nine Months2011 (Unaudited)2 
 Ended September 30, 2011 and 2010 (Unaudited)2
   
 Condensed Statements of Cash Flows for the NineThree Months Ended September 30,March 31, 2012 and 2011 and 2010 (Unaudited)3
   
 Notes to the Condensed Financial Statements4
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations7
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk8
   
Item 4.Controls and Procedures8
   
PART IIOTHER INFORMATION 
PART II  OTHER INFORMATION
   
Item 1.Legal Proceedings109
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds109
   
Item 3.Defaults upon Senior Securities109
   
Item 4.Reserved109
   
Item 5.Other Information109
   
Item 6.Exhibits109
   
SIGNATURES1110
 
 
i
 
 
INTERIM FINANCIAL STATEMENTS

The interim unaudited condensedinterim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions forunder Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. TheyAccordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2010.2011.

The condensed financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.
 
FORWARD-LOOKING STATEMENTS

This Quarterly 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.
 
 
 
 
 
PART I    FINANCIAL INFORMATION
PART IFINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
ITEM 1.FINANCIAL STATEMENTS
 
Green Planet Bioengineering Co., Ltd.
Condensed Balance Sheets
(Stated in US Dollars)
 
 September 30, December 31, 
  
2011
Unaudited
  2010 
       
ASSETS      
Current assets      
Cash and cash equivalents $668  $668 
Prepaid expense  4,417   4,417 
         
TOTAL CURRENT ASSETS/TOTAL ASSETS $5,085  $5,085 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
LIABILITIES        
Current liabilities        
Trade payables $88,500  $88,500 
Other payables and accrued liabilities  2,723   2,723 
Amount due to a related party  82,504   69,170 
         
TOTAL CURRENT LIABILITIES/TOTAL LIABILITIES  173,727   160,393 
         
SHAREHOLDERS’ DEFICIT        
Preferred stock: par value of $0.001 per share        
Authorized: 10,000,000 shares at September 30, 2011 and December 31, 2010        
Issued and outstanding: 0 shares at September 30, 2011 and December 31, 2010  -   - 
Common stock: par value of $0.001 per share        
Authorized: 250,000,000 shares at September 30, 2011 and December 31, 2010        
Issued and outstanding: 20,006,402 shares at September 30, 2011 and December 31, 2010  20,006   20,006 
Additional paid-in-capital  431,025   431,025 
Accumulated deficit  (619,673)  (606,339)
         
TOTAL SHAREHOLDERS’ DEFICIT  (168,642)  (155,308)
         
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $5,085  $5,085 
  
March 31,
2012
  
December 31,
2011
 
  (Unaudited)    
ASSETS      
Current assets      
Cash and cash equivalents $-  $668 
         
TOTAL CURRENT ASSETS / TOTAL ASSETS $-  $668 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
LIABILITIES        
Current liabilities        
Accounts payable $308  $47,494 
Other payables and accrued liabilities  5,983   15,000 
Amount due to a related party  -   116,095 
         
TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES  6,291   178,589 
         
STOCKHOLDERS’ DEFICIT        
Preferred stock: par value of $0.001 per share        
  Authorized: 10,000,000 shares at March 31, 2012 and December 31, 2011
        
  Issued and outstanding: 0 shares at March 31, 2012 and December 31, 2011
    -     - 
Common stock: par value of $0.001 per share        
  Authorized: 250,000,000 shares at March 31, 2012 and December 31, 2011
        
  Issued and outstanding: 20,006,402 shares at March 31, 2012 and December 31, 2011
      20,006       20,006 
Additional paid-in-capital  431,025   431,025 
Retained earnings (deficit)  (457,322)  (628,952)
         
TOTAL STOCKOLDERS’ DEFICIT  (6,291)  (177,921)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $-  $668 
 
See Notes to the Condensed Financial Statements
 
 
1
 
 
Green Planet Bioengineering Co., Ltd.
Condensed Statements of Income and Comprehensive Income
(Unaudited)
(Stated in US Dollars)

  Three months ended March 31, 
  2012  2011 
       
Administrative expenses $(6,959) $(790)
Gain from extinguishment of debt  178,589   - 
         
Income (loss) before income taxes  171,630   (790 
Provision for income taxes  -   - 
         
Net income (loss)  171,630   (790)
         
Earnings per share        
-Basic
 $0.01  $0.00 
-Diluted
 $0.01  $0.00 
         
Weighted average number of shares outstanding        
-Basic
  20,006,402   20,006,402 
-Diluted
  20,159,001   20,159,001 
  Three months ended September 30,  Nine months ended September 30, 
  2011  2010  2011  2010 
             
Administrative expenses $(620) $(28,299) $(13,334) $(54,305)
Finance costs  -   -   -   (58,750)
Loss on reorganization of subsidiaries  -   -   -   (14,142)
                 
Loss from continuing operations  (620)  (28,299)  (13,334)  (127,197)
Discontinued operations  -   -   -   949,195 
                 
Net (loss) income  (620)  (28,299)  (13,334)  821,998 
Dividends  -   -   -   (12,153,213)
                 
Loss attributable to common stock $(620) $(28,299) $(13,334) $(11,331,215)
                 
Earnings per share                
-Basic $(0.00) $(0.00) $(0.00) $(0.57)
-Diluted $(0.00) $
NA
  $(0.00) $
NA
 
                 
Weighted average number of shares outstanding                
-Basic  20,006,402   20,006,402   20,006,402   20,006,402 
-Diluted  20,159,001   20,159,001   20,159,001   20,159,001 
                 
STATEMENT OF COMPREHENSIVE INCOME                
Loss attributable to common stock $(620) $(28,299) $(13,334) $(11,331,215)
Other comprehensive income                
Unrealized foreign currency gain  -   -   -   618 
                 
Comprehensive loss $(620) $(28,299) $(13,334) $(11,330,597)
 
See Notes to the Condensed Financial Statements
 
 
2
 
 
Green Planet Bioengineering Co., Ltd.
Condensed Statements of Cash Flows
(Unaudited)
(Stated in US Dollars)
 Nine months ended September 30, 
  2011  2010 
       
Cash flows from operating activities      
Net loss from continuing operations $(13,334) $(127,197)
Discontinued operations  -   949,195 
Adjustments to reconcile net loss to net cash provided by operating activities:        
Convertible loan discount  -   41,250 
Loss on reorganization of subsidiaries  -   (14,142)
Changes in operating assets and liabilities:        
Other payables and accrued liabilities  -   19,045 
Amount due to a related party  13,334   52,670 
         
Net cash flows provided by operating activities  -   920,821 
         
Cash flows from investing activities  -   - 
         
Cash flows from financing activities        
Conversion of convertible loan  -   (300,000)
         
Net cash flows used in financing activities  -   (300,000)
         
Discontinued operations        
Operating cash flows  -   (1,411,928)
         
Net cash flows used by discontinuing operations  -   (1,411,928)
         
Net decrease in cash and cash equivalents  -   (791,107)
Cash and cash equivalents – beginning of period  668   791,775 
         
Cash and cash equivalents – end of period $668  $668 
         
Supplemental disclosures for cash flow information:        
Continuing operations        
Cash paid for interest $-  $58,750 
Discontinued operations        
Cash paid for interest $-  $34,578 
Cash paid for income taxes $-  $588,803 
         
Supplemental disclosures for non-cash activity:        
Continuing operations        
Dividends $-  $(12,153,213)
Operating cash flows $-  $12,153,213 
  Three months ended March 31, 
  2012  2011 
Cash flows from operating activities      
Net income (loss) $171,630  $(790)
Adjustments to reconcile net income to net cash used by operating activities:        
Gain from extinguishment of debt  (178,589)    
Changes in operating assets and liabilities:        
Accounts payable  308   - 
Other payables and accrued liabilities  5,983   - 
Amount due to a related party  -   790 
         
Net cash flows used by operating activities  (668)   - 
         
Cash flows from investing activities  -   - 
         
Cash flows from financing activities  -   - 
         
Net decrease in cash and cash equivalents  (668)   - 
Cash and cash equivalents – beginning of period  668   668 
         
Cash and cash equivalents – end of period $-  $668 
         
Supplemental disclosures for cash flow information:        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
 
See Notes to the Condensed Financial Statements
 
 
3
 
 
Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
(Unaudited)
(Stated in US Dollars)
 
1. Organization

General Overview
Green Planet Bioengineering Co., Ltd, (the “Company” or “Green Planet”), formerly known as Mondo Acquisition II, Inc,Inc. was incorporated in the State of Delaware on October 30, 2006.

As previously reported in our Annual Report on Form 10-K for2006 and changed the year ended December 31, 2010name to Green Planet is a subsidiary of ONEBioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) which now owns 100% of Elevated Throne and its subsidiaries which constitutes essentially all former operations of Green Planet. The Company will remain a subsidiary of ONE and operate as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.on April 14, 2010.

On July 20, 2011,In March 2012, the Company filed a Definitive Information Statement on Schedule 14Cin its Form 8-K Report announced that ONE has sold its entire stockholding in the Company to Global Fund Holdings Corp. an Ontario, Canada corporation which describes fullybecame the exercise of the option by ONE pursuant to the Option Agreement dated April 14, 2010 to acquire 100% of the stock of Elevated Throne Overseas Ltd.new majority stockholder.

2. Summary of significant accounting policies

Basis of Presentation
The condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year. Certain prior period balances have been reclassified to conform to current period’s presentation.

Use of estimates
In preparing the condensed 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 date of the financial statements and the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

Going Concern
The condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Cash and cash equivalents
Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

Earnings per share
Earnings (loss) per common share is reported in accordance with ASC Topic 260 “Earnings“Earnings per Share”Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings for all entities with complex capital structures.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.  Fully diluted loss per common share is not provided, when the effect is anti-dilutive. When the effect of dilution on loss per share is anti-dilutive, diluted loss per share equals the loss per share.
4

Recent Changes in Accounting Standards
The Financial Accounting Standards Board (the “FASB”) has codified a single source of U.S. GAAP, the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.
4
Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
(Unaudited)
(Stated in US Dollars)

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s financial statements.

3. Finance costsGoing Concern
 
The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
 Three months ended September 30, Nine months ended September 30, 
  2011  2010  2011  2010 
         
Bank loan interest $-  $38,806  $-  $100,967 
Amortization of loan discount  -   27,500   -   110,000 
Interest on convertible loan  -   15,000   -   30,000 
Other loan interest  -   9,292   -   9,292 
Bank charges  -   410   -   1,810 
Exchange loss  -   478   -   4,134 
                 
   -   91,486   -   256,203 
Less: Amount reported in discontinued operations  -   (91,486)  -   (197,453)
                 
  $-  $-  $-  $58,750 

4. Amount dueGain from extinguishment of debt

According to the terms of the Stock Purchase Agreement dated March 2, 2012 pertaining to divestment of the Company by ONE, the prior period total current liabilities / total liabilities of $178,589 was assumed by ONE and, as a related party
Theresult, is no longer payable by the Company.  Accordingly, the amount is interest-free, unsecured and repayable on demand.has been recorded as a gain from extinguishment of debt.

5. CommonPreferred stock and preferred/ Common stock

Common stock
The Company did not issue any common stock or warrants for the nine months ended September 30, 2011. In addition, none of the warrants issued and outstanding were exercised during the same period. The par value of the Company’s common stock is $0.001 per share.
Series A preferredPreferred stock
The Company is authorized under its Articles of Incorporation to issue 10,000,00010 million shares of Series A preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the shareholdersstockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

Common stock
The Company is authorized to issue 250 million shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2012, the Company did not issue any shares of common stock or warrants.
 
 
5
 

Green Planet Bioengineering Co., Ltd
Notes to the Condensed Financial Statements
(Unaudited)
(Stated in US Dollars)
6. Stock-based compensation

There waswere no non-cash stock-based compensation recognized for the three and nine months ended September 30, 2011March 31, 2012 and 2010.2011.

There was no warrantswarrant activity during the ninethree months ended September 30, 2011.March 31, 2012. See table below chart referencingfor outstanding warrants as of September 30, 2011:March 31, 2012:
 
       Weighted-          Weighted-   
 Weighted-  Average          Average   
 Average  Remaining  Aggregate    Weighted-  Remaining   
 Exercise  Contractual  Intrinsic    Average  Contractual Aggregate 
 Shares  Price  Term (in years)  Value    Exercise  Term Intrinsic 
                 Shares Price  (in years) Value 
Outstanding at January 1, 2011  152,599  $0.001   2.8  $- 
                
Outstanding at January 1, 2012  152,599  $0.001   1.8  $- 
Issued  -   -   -   -   -   -   -   - 
Exercised  -   -   -   -   -   -   -   - 
Forfeited/cancelled  -   -   -   -   -   -   -   - 
                                
Outstanding at September 30, 2011  152,599  $0.001   2.0  $- 
Outstanding at March 31, 2012  152,599  $0.001   1.5  $- 
                                
Exercisable at September 30, 2011  152,599  $0.001   2.0  $- 
Exercisable at March 31, 2012  152,599  $0.001   1.5  $- 
 
The fair value of the above warrants at the date of grant in October 2008 was determined using the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 3.61%, volatility of 60%, zero expected dividends and expected life of 5 years.
 
    Warrants Outstanding  Warrants Exercisable 
Exercise price  Shares  Weighted-
Average
Remaining
Contractual
Term (in years)
  Weighted-
Average
Exercise
Price
  Shares  Weighted-
Average
Exercise
Price
 
                 
$0.001   152,599   2.0  $0.001   152,599  $0.001 
7.     CommitmentsThe following information applies to warrants outstanding and contingencies
None
8.     Segment information

Segment information reporting under ASC Topic 280-10 “Segment Reporting” for the Company is no longer applicable as the Company has no business operations.
9.     Related party transactions

During the nine months ended September 30, 2011, the Company has an increase in an amount due to a related party of $13,334. For the three months and nine months ended September 30, 2011, the Company did not pay any rental expenses to an entity in which a shareholder who is also the Chief Executive Officer and Director of the Company, has a beneficial interest. For the same periods last year, the amounts of rental expenses paid were $0 and $4,711 respectively.
10.    Discontinued operations
As previously reported, ONE Bio, Corp. now owns 100% of Elevated Throne and its subsidiaries, and its 100% VIE which consists essentially all former operations of Green Planet. The Company remains a subksidary of ONE.
Therefore, the results of its former subsidiaries under Elevated Throne and its 100% VIE which were made up to the end of the first quarter of 2010 have been presented under discontinued operations.
An analysis of income from discontinued operationsexercisable as of March 31, 2010 is summarized as follows:2012:
 
  
Period Ended
March 31,
2010
 
  (unaudited) 
Sales revenue $3,259,429 
Cost of sales  (1,469,280)
     
Gross profit  1,790,149 
Expenses  587,101 
     
Income before tax  1,203,048 
Income tax  (253,853)
     
Income from discontinued operations $949,195 

   Warrants Outstanding  Warrants Exercisable 
      Weighted-          
      Average          
      Remaining  Weighted-     Weighted- 
      Contractual  Average     Average 
      Term  Exercise     Exercise 
Exercise price  Shares  (in years)  Price  Shares  Price 
                 
$0.001   152,599   1.5  $0.001   152,599  $0.001 
                       
 
 
6
 
 
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

As previously reported in the Form 10-K for the year ended December 31, 2010 ONE Bio, Corp (“ONE”) now owns 100% of Elevated Throne and its subsidiaries which constitutes essentially all former operations of Green Planet. The Company will remain a subsidiary of ONE and operateoperates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.

Results of Operations and Financial Condition for the three months and nine months ended September 30, 2011, versusMarch 31, 2012, as compared to the three months and nine months ended September 30, 2010March 31, 2011

The Company had no active business operations for the three monthsperiods ended March 31, 2012 and nine months ended September 30,March 31, 2011. Accordingly, there is no information for those periods to be comparedExpenses consist of accounting, legal and filing fees.

As reported in our Form 8-K report on March 2, 2012, the Company was divested by our former majority stockholder, One Bio, Corp (“ONE”) and according to the three months and nine months ended September 30, 2010.terms of Stock Purchase Agreement executed between the willing parties, all the debts of the Company as of the closing date will be assumed by ONE. As a result, the Company recorded $178,589 as a gain from extinguishment of debt.

Liquidity and capital resources

The Company had no active business operations for the three months and nine months ended September 30, 2011.March 31, 2012. Accordingly, the Company had no liquidity and capital resources for those periods.the period.

Risk factors

The Company had no active business operations for the three months and nine months ended September 30, 2011.

The Company’s critical accounting policies are still being applied despite that the Company has no ongoing business operations.

Subsequent Event

None

Significant Estimates

Critical accounting polices include the areas where we have made what we considered 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 generally accepted accounting principles 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.
7

Recent Accounting Pronouncements

The Financial Accounting Standards Board (the “FASB”) has codified a single source of U.S. Generally Accepted Accounting Principles (GAAP), the Accounting Standards Codification™. Unless needed to clarify a point to readers, we will refrain from citing specific section references when discussing application of accounting principles or addressing new or pending accounting rule changes. There are no recently issued accounting standards that are expected to have a material effect on our financial condition, results of operations or cash flows.

A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, management has not determined whether implementation of such proposed standards would be material to the Company’s consolidated financial statements.

Off-Balance Sheet Arrangements

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

Market Risks

There has been no material change in market risks since our last Annual Report on Form 10-K for the year ended December 31, 2010.2011.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure ControlControls and Procedures

DisclosureOur management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures are controls and other procedures that are designedpursuant to ensure that information required to be disclosed in company reports filed or submittedRule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the fiscal period end, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the “ExchangeExchange Act” is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controlsforms, 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 chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 
 
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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 the period reporting date.  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 did not note any material weakness.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate “internal control over financial reporting” as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, 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 the period reporting date and as reported in the Registrant’s Form 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 Treadway Commission to evaluate the effectiveness of our internal control over financial reporting.  Based on its evaluation, management concluded that at the period reporting date there was no material weakness and concluded that the internal control over financial reporting was effective.  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.

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

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PART II    OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
None

None

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None
None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None
None

ITEM 4.    RESERVED

ITEM 5.    OTHER INFORMATION

None

ITEM 6.    EXHIBITS

31         Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32         Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
31Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 
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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized this 14th day of November, 2011.


May, 2012.
 
 GREEN PLANET BIOENGINEERING CO., LTD. 
    
Date: November 21, 2011May 14, 2012 By:/s/ Min ZhaoJordan Weingarten 
  Min ZhaoJordan Weingarten 
  President and Chief ExecutiveFinancial Officer 
  
(Principal Executive Officer and
Principal Financial Officer)Officer)
 
 
 
 
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