GPLB 10-Q Quarterly Report Sept. 30, 2011

GREEN PLANET BIO ENGINEERING CO. LTD.

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10-Q 1 gplb_10q.htm QUARTERLY REPORT gplb_10q.htm

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 1934

For the fiscal Quarter ended September 30, 2011

Commission file number 000-52622

GREEN PLANET BIOENGINEERING CO. LIMITED

(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 W. Country Club Drive, Suite 100, Aventura, FL 33180
(Address of Principal Executive Offices)	(Zip Code)

(305) 328-8662

(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: (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: þ No: o

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

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

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer o Smaller Reporting Company þ

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

The number of shares of common stock outstanding as of November 11, 2011 was 20,006,402 .

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010 (Audited)	1

	Condensed Statements of Income and Comprehensive Income for the Three and Nine Months
	Ended September 30, 2011 and 2010 (Unaudited)	2

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 (Unaudited)	3

	Notes to the Condensed 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

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults upon Senior Securities	10

Item 4.	Reserved	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

SIGNATURES		11

INTERIM FINANCIAL STATEMENTS

The interim unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. 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.

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

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

See Notes to the Condensed Financial Statements

Green Planet Bioengineering Co., Ltd.

Condensed Statements of Income and Comprehensive Income

(Unaudited)

(Stated in US Dollars)

	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

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

See Notes to the Condensed Financial Statements

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, was incorporated in the State of Delaware on October 30, 2006.

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2010 Green Planet is a subsidiary of 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 July 20, 2011, the Company filed a Definitive Information Statement on Schedule 14C which describes fully 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.

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 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. 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.

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.

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 costs

	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 due to a related party

The amount is interest-free, unsecured and repayable on demand.

5. Common stock and preferred 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 preferred stock

The Company is authorized under its Articles of Incorporation to issue 10,000,000 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 shareholders 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.

Green Planet Bioengineering Co., Ltd

Notes to the Condensed Financial Statements

(Unaudited)
(Stated in US Dollars)

6. Stock-based compensation

There was no non-cash stock-based compensation recognized for the three and nine months ended September 30, 2011 and 2010.

There was no warrants activity during the nine months ended September 30, 2011. See below chart referencing outstanding warrants as of September 30, 2011:

					Weighted-
	Weighted-				Average
	Average				Remaining		Aggregate
	Exercise				Contractual		Intrinsic
	Shares		Price		Term (in years)		Value

Outstanding at January 1, 2011		152,599	$	0.001		2.8	$	-
Issued		-		-		-		-
Exercised		-		-		-		-
Forfeited/cancelled		-		-		-		-

Outstanding at September 30, 2011		152,599	$	0.001		2.0	$	-

Exercisable at September 30, 2011		152,599	$	0.001		2.0	$	-

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. Commitments 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 operations as of March 31, 2010 is summarized as follows:

	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

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 operate 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, versus the three months and nine months ended September 30, 2010

The Company had no active business operations for the three months and nine months ended September 30, 2011. Accordingly, there is no information for those periods to be compared to the three months and nine months ended September 30, 2010.

Liquidity and capital resources

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

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.

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.

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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Control and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company 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 in the SEC’s rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive 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 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.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

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.

	GREEN PLANET BIOENGINEERING CO., LTD.

Date: November 21, 2011	By:	/s/ Min Zhao
		Min Zhao
		Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Part II Item 1. Legal Proceedings Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Reserved Item 5. Other Information Item 6. Exhibits

Exhibits

31 32

GPLB 10-Q Quarter ended Sept. 30, 2011

Exhibits