UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________

FORM 10-Q
_______________________
(Mark One)
þQuarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31,September 30, 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.
(Exact Name of Registrant as Specified in its charter)
 
Delaware 37-1532842
(State or other jurisdiction of incorporation or organization) 
(I.R.S. Employer Identification No.)
   
19950 West Country Club Drive,
Suite 100,Aventura, Florida
 33180
(Address of principal executive offices) (Zip Code)
 
(305) 328-8662
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its 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 registrant was required to submit and post such files).    Yes o¨    No o¨

Indicate by checkmark 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,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
(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) Yes þ  No  o¨
 
The number of shares of common stock outstanding as of May 10,November 8, 2012 was 20,006,402.
 
 
 
 
TABLE OF CONTENTS
 
   Page Number 
PART I  FINANCIAL INFORMATION   
PART I  FINANCIAL INFORMATION
     
Item 1.Financial Statements  14 
      
 Balance Sheets as of March 31,September 30, 2012 (Unaudited) and December 31, 2011 (Audited)  14 
      
 Statements of Income for the Three and Nine Months Ended March 31,September 30, 2012 and 2011 (Unaudited)  25 
      
 Statements of Cash Flows for the ThreeNine Months Ended March 31,September 30, 2012 and 2011 (Unaudited)  36 
      
 Notes to the Financial Statements (Unaudited)  47 
      
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations  79 
      
Item 3.Quantitative and Qualitative Disclosures about Market Risk  810 
      
Item 4.Controls and Procedures  810 
     
PART IIOTHER INFORMATION    
      
Item 1.Legal Proceedings  911 
      
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds  911 
      
Item 3.Defaults upon Senior Securities  911 
      
Item 4.Reserved  911 
      
Item 5.Other Information  911 
      
Item 6.Exhibits  911 
      
SIGNATURES  1012 
 
i2
 

INTERIM FINANCIAL STATEMENTS

The interim unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions under Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. Accordingly, 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, 2011.

The 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 fiscalreporting period end. The results of operations for the fiscalreporting 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.

 
3
 
 
PART IFINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS
 
Green Planet Bioengineering Co., Ltd.
Balance Sheets
(Stated in US Dollars)
Green Planet Bioengineering Co., Ltd.
Balance Sheets
(Stated in US Dollars)
 
 September 30,  December 31, 
 2012  2011 
 
March 31,
2012
  
December 31,
2011
  (Unaudited)    
 (Unaudited)          
ASSETS            
Current assets            
Cash and cash equivalents $-  $668  $-  $668 
Prepaid expenses
  1,425   - 
                
TOTAL CURRENT ASSETS / TOTAL ASSETS $-  $668 
TOTAL ASSETS
 $1,425  $668 
                
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
        
LIABILITIES                
Current liabilities                
Accounts payable $308  $47,494  $603  $47,494 
Other payables and accrued liabilities  5,983   15,000   5,000   15,000 
Amount due to a related party  -   116,095   18,413   116,095 
                
TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES  6,291   178,589 
TOTAL LIABILITIES
  24,016   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
    -     - 
Authorized: 10,000,000 shares at September 30, 2012 and December 31, 2011
        
Issued and outstanding: None at September 30, 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 
Authorized: 250,000,000 shares at September 30, 2012 and December 31, 2011        
Issued and outstanding: 20,006,402 shares at September 30, 2012 and December 31, 2011
        
  20,006   20,006 
Additional paid-in-capital  431,025   431,025   431,025   431,025 
Retained earnings (deficit)  (457,322)  (628,952)
Accumulated deficit
  (473,622)  (628,952)
                
TOTAL STOCKOLDERS’ DEFICIT  (6,291)  (177,921)
TOTAL STOCKHOLDERS’ DEFICIT
  (22,591)  (177,921)
                
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $-  $668  $1,425  $668 
 
See Notes to the Financial Statements
 
 
14
 

Green Planet Bioengineering Co., Ltd.
Statements of Income
(Unaudited)
(Stated in US Dollars)
 
Green Planet Bioengineering Co., Ltd.
  Three months ended  Nine months ended
  September 30,  September 30, 
  2012  2011  2012  2011 
             
Administrative expenses $(6,821) $(620) $(23,259) $(13,334)
Gain from extinguishment of debt  -   -   178,589   - 
                 
Income (loss) before taxes  (6,821)  (620)  155,330   (13,334)
Provision for income taxes  -   -   -   - 
                 
Net income (loss) $(6,821) $(620) $155,330  $(13,334)
                 
Earnings per share                
-Basic $0.00  $0.00   0.01  $0.00 
-Diluted $0.00  $0.00   0.01  $0.00 
                 
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 
Statements of 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 
 
See Notes to the Financial Statements
 
 
25
 

Green Planet Bioengineering Co., Ltd.
Statements of Cash Flows
(Unaudited)
(Stated in US Dollars)
Green Planet Bioengineering Co., Ltd.
Statements of Cash Flows
(Unaudited)
(Stated in US Dollars)
 
  Nine months ended 
  September 30, 
  2012  2011 
       
Cash flows from operating activities      
Net income (loss) $155,330  $(13,334)
Adjustments to reconcile net income (loss) to net cash used by operating activities:        
Gain from extinguishment of debt  (178,589)  - 
Changes in operating assets and liabilities:        
Prepaid expenses  (1,425)  - 
Accounts payable  603   - 
Other payables and accrued liabilities  5,000   - 
Amount due to a related party  18,413   13,334 
       
Net cash flows used by operating activities  (668)  - 
       
Cash flows from investing activities  -   - 
       
Cash flows from financing activities  -   - 
       
Net decrease in cash  (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 $-  $- 
  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 Financial Statements
 
 
36
 
 
Green Planet Bioengineering Co., Ltd
Notes to the Financial Statements
Green Planet Bioengineering Co., Ltd.
(Unaudited)
Notes to the Financial Statements
(Unaudited)

1. Organization

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering 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”) on April 14, 2010.

In March 2012, the Company in its Form 8-K Report announcedreported that ONE has sold its entire stockholding in the Company to Global Fund Holdings Corp. an Ontario, Canada corporation which became the new majority stockholder.

2. Summary of significant accounting policies

Basis of Presentation
The 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 fiscalreporting period end. The results of operations for the fiscalreporting period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.

Use of estimates
In preparing the 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.

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 per 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.
4

Recent  Changes in Accounting  StandardsPronouncements
The Financial Accounting Standards Board 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 noManagement does not believe that any recently issued, but not yet effective accounting standards that are expected topronouncements, if adopted, would 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’saccompanying financial statements.

3. Going 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.
7

4. Gain 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 result, is no longer payable by the Company.  Accordingly, the amount has been recorded as a gain from extinguishment of debt.

5. Preferred stock / Common stock

Preferred stock
The Company is authorized under its Articles of Incorporation to issue 10 million shares of 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 stockholders 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,September 30, 2012, the Company did not issue any shares of common stock or warrants.

5
6. Stock-based compensation

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

There was no warrantwarrants activity during the threenine months ended March 31,September 30, 2012. See table below forchart referencing outstanding warrants as of March 31,September 30, 2012:
 
      
Average
  Weighted-
Weighted-
Remaining
Exercise
  
Average
Aggregate
Contractual
Intrinsic		 
  Shares  Price  Term (in years)  Value 
             
Outstanding at January 1, 2012  152,599  $0.001   1.8  $- 
Issued  -   -   -   - 
Exercised  -   -   -   - 
Forfeited/cancelled  -   -   -   - 
                
Outstanding at September 30, 2012  152,599  $0.001   1.0  $- 
             
Exercisable at September 30, 2012  152,599  $0.001   1.0  $- 
       Weighted-   
       Average   
    Weighted-  Remaining   
    Average  Contractual Aggregate 
    Exercise  Term Intrinsic 
  Shares Price  (in years) Value 
                 
Outstanding at January 1, 2012  152,599  $0.001   1.8  $- 
Issued  -   -   -   - 
Exercised  -   -   -   - 
Forfeited/cancelled  -   -   -   - 
                 
Outstanding at March 31, 2012  152,599  $0.001   1.5  $- 
                 
Exercisable at March 31, 2012  152,599  $0.001   1.5  $- 

The following information applies to warrants outstanding and exercisable at September 30, 2012:
 
   Warrants Outstanding Warrants Exercisable
      
     Weighted-      
     Average Weighted-   Weighted-
     Remaining Average   Average
     Contractual Exercise   Exercise
 Exercise price Shares Term (in years) Price Shares Price
            
 $            0.001 152,599 1.0 $            0.001 152,599 $            0.001

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.
The following information applies to warrants outstanding and exercisable as of March 31, 2012:
   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 
                       

 
68
 
 
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

The Company operates 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 March 31,September 30, 2012, as compared to the three months and nine months ended March 31,September 30, 2011

The Company had no active business operations for the periodsthree months and nine months ended March 31,September 30, 2012 and March 31,September 30, 2011. Expenses consist of accounting, legal and filing fees.

As reported in our Form 8-K report on On March 2, 2012, the Company was divested by our former majority stockholder, One Bio, Corp (“ONE”) and according to the terms of the Stock Purchase Agreement executed between the willing parties, all the debts of the Company as of the closing date will bewere 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 March 31,September 30, 2012. Accordingly, the Company had no liquidity and capital resources for the period.those periods.

Risk factorsCritical Accounting Policies

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

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.
9

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, 2011.
7

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable

ITEM 4.    CONTROLS AND PROCEDURES
ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act)(“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 fiscalreporting 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 Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information 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,September 30, 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.
 
 
810
 

PART II    OTHER INFORMATION
PART IIOTHER INFORMATION

ITEM 1. 
ITEM 1.LEGAL PROCEEDINGS
None

None

ITEM 2.   
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None

None

ITEM 3.   
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.NoneRESERVED

ITEM 4.    RESERVED

ITEM 5.   
ITEM 5.OTHER INFORMATION
None

ITEM 6.
NoneEXHIBITS

ITEM 6.    EXHIBITS
 
31
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-OxleytheSarbanes-Oxley Act of 2002
32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350Section1350

 
911
 

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 May,November, 2012.
 
 GREEN PLANET BIOENGINEERING CO., LTD. 
    
Date: MayNovember 14, 2012By:/s/ Jordan Weingarten 
  Jordan Weingarten
PresidentWeingartenPresident and Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)Officer)
 

 
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