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 JuneSeptember 30, 2013

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(I.R.S. Employer
incorporation or organization) (I.R.S. Employer Identification No.)
19950 West Country Club Drive,  
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 ¨    No ¨

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) 
(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  ¨
 
The number of shares of common stock outstanding as of August 13,November 3, 2013 was 20,006,402.
 
 
 
 
TABLE OF CONTENTS
 
  Page Number
PART I FINANCIAL INFORMATION 
    
PART I
Item 1.		Financial Statements4
Balance Sheets as of September 30, 2013 (Unaudited) and December 31, 2012 (Audited)4
Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012 5
Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012 6
Notes to the Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3.Quantitative and Qualitative Disclosures about Market Risk        10
Item 4.Controls and Procedures 10
PART II FINANCIALOTHER INFORMATION  
    
Item 1.
Financial Statements
 Legal Proceedings		 111
    
Balance Sheets as of June 30, 2013 (Unaudited) and December 31, 2012 (Audited)
1
Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012
2
Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012
3
Notes to the Financial Statements
4
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
7
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
8
Item 4.
Controls and Procedures
8
OTHER INFORMATION
Item 1.
Legal Proceedings
9
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 911
    
Item 3. 
Item 3.
Defaults upon Senior Securities
 911
    
Item 4. 
Item 4.
Reserved
 911
    
Item 5.
Other Information
 911
    
Item 6. 
Item 6.
Exhibits
 911
    
SIGNATURES 1012
 
 
i2
 
 
INTERIM FINANCIAL STATEMENTS

The 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, 2012.

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 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.

 
ii3
PART I   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS
Green Planet Bioengineering Co., Ltd.
Balance Sheets
(Unaudited)
  September 30,  December 31, 
  2013  2012 
       
ASSETS      
Current assets      
Cash and cash equivalents $-  $- 
         
TOTAL ASSETS $-  $- 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
LIABILITIES        
Current liabilities        
Accounts payable $928  $179 
Accrued liabilities  10,000   17,500 
Amount due to a related party  54,493   25,145 
         
TOTAL LIABILITIES  65,421   42,824 
         
STOCKHOLDERS’ DEFICIT        
Preferred stock: par value of $0.001 per share        
Authorized: 10,000,000 shares at September 30, 2013 and December 31, 2012
        
Issued and outstanding: None at September 30, 2013 and December 31, 2012
  -    -  
Common stock: par value of $0.001 per share        
Authorized: 250,000,000 shares at September 30, 2013 and December 31, 2012
        
Issued and outstanding: 20,006,402 shares at September 30, 2013 and December 31, 2012
  20,006   20,006 
Additional paid-in-capital  609,614   609,614 
Accumulated deficit  (695,041)  (672,444)
         
TOTAL STOCKHOLDERS’ DEFICIT  (65,421)  (42,824)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $-  $- 
See Notes to the Financial Statements
4
 
 
PART I
FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS
Green Planet Bioengineering Co., Ltd.
Balance SheetsStatements of Operations
(Unaudited)

  June 30,  December 31, 
  2013  2012 
       
ASSETS      
Current assets      
Cash and cash equivalents $-  $- 
         
TOTAL ASSETS $-  $- 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
LIABILITIES        
Current liabilities        
Accounts payable $179  $179 
Accrued liabilities  5,000   17,500 
Amount due to a related party  48,793   25,145 
         
TOTAL LIABILITIES  53,972   42,824 
         
STOCKHOLDERS’ DEFICIT        
Preferred stock: par value of $0.001 per share        
Authorized: 10,000,000 shares at June 30, 2013 and December 31, 2012        
Issued and outstanding: None at June 30, 2013 and December 31, 2012  -    -  
Common stock: par value of $0.001 per share        
Authorized: 250,000,000 shares at June 30, 2013 and December 31, 2012        
Issued and outstanding: 20,006,402 shares at June 30, 2013 and December 31, 2012  20,006   20,006 
Additional paid-in-capital  609,614   609,614 
Accumulated deficit  (683,592)  (672,444)
         
TOTAL STOCKHOLDERS’ DEFICIT  (53,972)  (42,824)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $-  $- 
  Three months ended September 30,  Nine months ended September 30, 
  2013  2012  2013  2012 
           As Restated 
             
Administrative expenses $11,449  $6,821  $22,597   23,259 
                 
Loss before taxes  11,449   6,821   22,597   23,259 
Provision for income taxes  -   -   -   - 
                 
Net loss $11,449  $6,821  $22,597  $23,259 
                 
Earnings per share                
-Basic and diluted $0.00  $0.00  $0.00  $0.00 
                 
Weighted average number of shares outstanding                
-Basic and diluted  20,006,402   20,006,402   20,006,402   20,006,402 
 
See Notes to the Financial Statements
 
 
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Green Planet Bioengineering Co., Ltd.
Statements of OperationsCash Flows
(Unaudited)
(Stated in US Dollars)
  Three months ended June 30,  Six months ended June 30, 
  2013  2012  2013  2012 
           As Restated 
             
Administrative expenses $(6,589) $(9,479) $(11,148)  (16,438)
                 
Loss before taxes  (6,589)  (9,479)  (11,148)  (16,438)
Provision for income taxes  -   -   -   - 
                 
Net loss $(6,589) $(9,479) $(11,148) $(16,438)
                 
Earnings per share                
-Basic and diluted $0.00  $0.00  $0.00  $0.00 
                 
Weighted average number of shares outstanding                
-Basic and diluted  20,006,402   20,006,402   20,006,402   20,006,402 
 
  Nine months ended September 30, 
  2013  2012 
     As Restated 
       
Cash flows from operating activities      
Net loss $(22,597)  (23,259)
Changes in operating assets and liabilities:        
Prepaid expenses  -   (1,425) 
Accounts payable  749   603 
Accrued liabilities  (7,500)  5,000 
Amount due to a related party  29,348   18,413 
         
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 
         
Cash and cash equivalents – end of period $-  $- 
         
Supplemental disclosures for cash flow information:        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
See Notes to the Financial Statements
 
Green Planet Bioengineering Co., Ltd.
Statements of Cash Flows
(Unaudited)
  Six months ended June 30, 
  2013  2012 
     As Restated 
       
Cash flows from operating activities      
Net loss $(11,148)  (16,438)
Changes in operating assets and liabilities:        
Accounts payable  -   2,420 
Accrued liabilities  (12,500)  8,100 
Amount due to a related party  23,648   5,250 
         
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 
         
Cash and cash equivalents – end of period $-  $- 
         
Supplemental disclosures for cash flow information:        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
See Notes to the Financial Statements

3
(Unaudited)
 
Green Planet Bioengineering Co., Ltd.
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 became a subsidiary of Global Fund Holdings Corp. an Ontario, Canada corporation.

2. Summary of significant accounting policies

Basis of Presentation
The accompanying unaudited financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial statements and with the rules and regulations under Regulation S-X of the Securities and Exchange Commission for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements presentation. In the opinion of management, all adjustments (consisting normal recurring accruals) considered necessary to present fairly the financial position, results of operations and cash flows for interim financial statements have been included. These financial statements should be read in conjunction with the financial statements of the Company together with the Company’s management discussion and analysis in Item 2 of this Report and in the Company’s Form 10-K for the year ended December 31, 2012.  Interim results are not necessarily indicative of the results for a full 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. At JuneSeptember 30, 2013 the Company excluded 152,599 outstanding warrants that were anti-dilutive.

Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes” under which deferred tax assets and liabilities are determined based on temporary differences between accounting and tax bases of assets and liabilities and net operating loss and credit carry forwards, using enacted tax rates in effect for the year in which the differences are expected to reverse.  Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.  A provision for income tax expense is recognized for income taxes payable for the current period, plus the net changes in deferred tax amounts.

In accordance with FASB ASC Topic 740-10, “Accounting for Uncertainty in Income Taxes”, the Company adopted a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.
 
 
47

The Company’s policy is to classify income tax assessments, if any, for interest in interest expense and for penalties in administrative expenses.  Any interest or penalties associated with an assessment are expensed in the year that a notice is received

Recent Changes in Accounting Standards
Management does not believe that any of the recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

Reclassifications
Certain amounts for prior periods have been reclassified to conform to current period’s financial statement presentation.  See Note 6.

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.

4. 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 sixnine months ended JuneSeptember 30, 2013, the Company did not issue any shares of common stock or warrants.

5. Stock-based compensation

There was no non-cash stock-based compensation recognized for the three and sixnine months ended JuneSeptember 30, 2013 and 2012.

There was no warrant activity during the sixnine months ended JuneSeptember 30, 2013. See below chart referencing outstanding warrants as of JuneSeptember 30, 2013:
 
 Shares  
Weighted- Average Exercise Price
  
Weighted- Average Remaining
Contractual
Term (in years)
  
Aggregate
Intrinsic Value
  Shares  
Weighted- Average Exercise Price
  
Weighted- Average Remaining
Contractual
Term (in years)
  
Aggregate
Intrinsic Value
 
                        
                        
Outstanding at January 1, 2013  152,599  $0.001   0.8  $-   152,599  $0.001   0.8  $- 
Issued  -   -   -   -   -   -   -   - 
Exercised  -   -   -   -   -   -   -   - 
Forfeited/cancelled  -   -   -   -   -   -   -   - 
          -               -     
Outstanding at June 30, 2013  152,599  $0.001   0.3  $- 
Outstanding at September 30, 2013  152,599  $0.001   0.5  $- 
                                
Exercisable at June 30, 2013  152,599  $0.001   0.3  $- 
Exercisable at September 30, 2013  152,599  $0.001   0.5  $- 
 
 
58
 
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 at JuneSeptember 30, 2013:
 
   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   0.3  $0.001   152,599  $0.001 

   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   0.5  $0.001   152,599  $0.001 
6.  Restatement

During March 2012, the Company became a subsidiary of Global Fund Holdings, Corp.  In connection with this transaction, the balance that was recorded on the books as loans from the original parent company or its subsidiaries was forgiven.  As a result, the Company recorded this as a gain on debt extinguishment of $178,589 in March 2012.

During the fourth quarter of 2012, the Company subsequently reclassified this gain as a capital contribution  and has updated the Statement of Operations for the sixnine months ended JuneSeptember 30, 2012 and the related Statement of Cash Flows as of JuneSeptember 30, 2012 to reflect this reclassification as follows:

Statement of Operations – For the Six Months Ended Junenine months ended September 30, 2012
 
  As Originally  As 
  Reported  Restated 
       
       
Administrative expenses $(23,259) $(23,259)
Gain from extinguishment of debt  178,589   - 
         
Income (loss) before income taxes  155,330   (23,259)
  As Originally  As 
  Reported  Restated 
       
       
Administrative expenses $(16,438) $(16,438)
Gain from extinguishment of debt  178,589   - 
         
Income (loss) before income taxes  162,151   (16,438)
 
Statement of Cash Flows for the Six Months Ended Junenine months ended September 30, 2012
 
Net income (loss) $162,151  $(16,438) $155,330  $(23,259)
Adjustments to reconcile net income to net cash used by operating activities:                
Gain from extinguishment of debt  (178,589)  -   (178,589)  - 
Changes in operating assets and liabilities:                
Prepaid expenses  (1,425)   (1,425) 
Accounts payable  2,420   2,420   603   603 
Accrued liabilities  8,100   8,100   5,000   5,000 
Amount due to a related party  5,250   5,250   18,413   18,413 
                
Net cash flows used by operating activities  (668)  (668)  (668)  (668)
 
 
69
 
ITEM 2.
ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 sixnine months ended JuneSeptember 30, 2013, as compared to the three months and sixnine months ended JuneSeptember 30, 2012.

The Company had no active business operations for the three months and sixnine months ended JuneSeptember 30, 2013 and JuneSeptember 30, 2012. Expenses consist of accounting, legal and filing fees.

Liquidity and capital resources

The Company had no active business operations for the three months and sixnine months ended JuneSeptember 30, 2013. Accordingly, the Company had no liquidity and capital resources for those periods.

Risk factors

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.

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, 2012.
7

Back to Table of ContentsITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not Applicable
ITEM 4.
ITEM 4.   CONTROLS AND PROCEDURES
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”), 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 reporting 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 JuneSeptember 30, 2013 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
Back to Table of ContentsPART II   
OTHER INFORMATION

PART IIITEM 1.    LEGAL PROCEEDINGS
None
OTHER INFORMATION

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

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.   RESERVED

ITEM 5.   OTHER INFORMATION
None

ITEM 1.ITEM 6.   EXHIBITS
LEGAL PROCEEDINGS
 
Exhibit No.Description
 None

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

ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None

ITEM 4.
RESERVED

ITEM 5.
OTHER INFORMATION
None
ITEM 6.
EXHIBITS
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

 
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 16th14th day of August,November, 2013.
 
GREEN PLANET BIOENGINEERING CO., LTD.
    
Date: August 16,Dated: November 14, 2013By:/s/Jordan Weingarten 
  Jordan Weingarten 
  President
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial
Officer) 
 
  (Principal Executive Officer and Principal Financial Officer) 
 
 
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12