Green Planet Bio Engineering Co. Ltd. - FORM 10-K

Attached files

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EX-32 - CERTIFICATION - Green Planet Bio Engineering Co. Ltd.	gplb_ex32.htm
EX-31.2 - CERTIFICATION - Green Planet Bio Engineering Co. Ltd.	gplb_ex312.htm
EX-31.1 - CERTIFICATION - Green Planet Bio Engineering Co. Ltd.	gplb_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

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 Dr, Suite 100, Aventura, FL 33180
(Address of Principal Executive Offices)				(Zip Code)

1 305 328 8662

(Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act

NONE

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

NONE

(Title of Class)

_______________

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: o No: o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. þ

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 12b-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: o No: þ

The aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates as of December 31, 2010, was approximately $404,037

The number of shares of common stock outstanding as of March 15, 2011 was 20,006,402.

TABLE OF CONTENTS

PART I

Item 1.	Description of Business	4

Item 1A	Risk Factors	6

Item 1B	Unresolved Staff Comments	8

Item 2.	Description of Property	8

Item 3.	Legal Proceedings	8

Item 4.	[Reserved]	8

PART II

Item 5.	Market for Common Equity and Related Stockholder Matters	8

Item 6.	Selected Financial Data	9

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results	9

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10

Item 8.	Financial Statements	10

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	10

Item 9A.	Controls and Procedures	10

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	12

Item 11.	Executive Compensation	14

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15

Item 13.	Certain Relationships and Related Transactions	16

Item 14.	Principal Accountant Fees and Services	16

Item 15.	Exhibits and Financial Statement Schedules	16

SIGNATURES		18

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 7 “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

ITEM 1 DESCRIPTION OF BUSINESS

Business

Our History

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006. Since inception, we have been engaged in organizational efforts to obtain initial financing. We were formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. We filed a registration statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2007, and since its effectiveness, we have focused our efforts to identify a possible business combination. On October 2, 2008, we changed our name to Green Planet Bioengineering Co., Limited (“Green Planet” or “Company”).

On October 24, 2008 (“Closing date”), we executed and consummated a Share Exchange Agreement by and among (i) Elevated Throne Overseas Ltd. (“Elevated Throne”), a British Virgin Islands limited liability company which is the parent company of Fujian Green Planet Bioengineering Co., Ltd. (“Fujian Green Planet”), a wholly foreign-owned enterprise (“WFOE”) organized under the laws of the People’s Republic of China (“PRC”); (ii) the stockholders of 100% of Elevated Throne’s common stock (the “Elevated Throne Overseas Ltd., Shareholders”); and (iii) our then-controlling stockholder, Cris Neely (who owned 93.5%). Prior to the Share Exchange Agreement, Mr. Min Zhao and Ms. Min Yan Zheng were the controlling persons, owning 100% of Elevated Throne. At the Closing date, we acquired control of Elevated Throne by issuing to the Elevated Throne Overseas Ltd’s Shareholders (Mr. Zhao and Ms. Zheng) 14,141,667 shares of our Common Stock in exchange for all of the outstanding capital stock of Elevated Throne (the “Transaction”). Immediately after the Closing date of this transaction, we had a total of 15,141,667 shares of common stock outstanding, with the Elevated Throne Overseas Ltd’s Shareholders owning approximately 93.40% of our outstanding common stock, and the balance held by those who held the common stock prior to the Closing Date. Upon closing of the Transaction, Mr. Min Zhao and Ms. Min Yan Zheng became our controlling shareholders and we no longer were a “blank check” company.

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

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

On September 1, 2009 the Company entered into a convertible note purchase agreement with ONE Bio, Corp. (“ONE”) in the principal amount of $300,000. The note carried interest at 10% per annum and has a conversion feature that allowed ONE to convert the loan into shares of the Company’s common stock.

On July 22, 2009, Green Planet announced that majority control of the Company had been acquired by ONE. ONE acquired in a series of transactions approximately 80% of the outstanding shares of common stock of Green Planet on a fully diluted basis. The transactions involved the acquisition of common shares and warrants from the majority shareholders of Green Planet and the acquisition by ONE of 5,101 Class A Preferred Shares of Green Planet. As a result of these transactions, ONE has become the majority shareholder of Green Planet and based upon the number of shares outstanding and assuming conversion of the Green Planet preferred stock into common stock, ONE would own approximately 83% of Green Planet’s shares. Green Planet owns 100% of Fujian Green Planet, a WFOE, that through a series of contractual arrangements has effective control of the business and operations of and has an irrevocable option to purchase the equity and/or assets of Sanming Huajian (a PRC company), a green process manufacturer of high quality health supplements, organic fertilizers and pesticides. Consequently, Green Planet effectively controls the business and operations of Sanming Huajian.

On April 14, 2010, we entered into an agreement with ONE, pursuant to which, among other things, (i) that certain Amended and Restated Green Planet Preferred Stock Purchase Agreement made effective as of June 17, 2009, between Company and ONE (“Amended and Restated GP Preferred Stock Agreement”) was cancelled, (ii) we returned to ONE the 200,962 shares (post stock split) of ONE Bio, Corp. common stock that were issued to us pursuant to the Amended and Restated GP Preferred Stock Agreement, and (iii) ONE returned to us the 5,101 preferred shares of our stock that we issued to ONE pursuant to the Amended and Restated GP Preferred Stock Agreement.

On April 14, 2010, Green Planet granted to ONE an option to acquire 100% of the stock of Elevated Throne, our 100% owned BVI subsidiary. In the event ONE exercise this option, the closing of the transaction will be subject to the approval of our stockholders. As consideration for the exercise of this option, ONE will be required to:

(i)	convert the $1,700,000 loan made to Elevated Throne on or about January 19, 2010, into an equity investment in Elevated Throne,

(ii)	convert the $300,000 loan made to Green Planet on or about September 1, 2009, into a $300,000 equity investment in Elevated Throne,

(iii)

cancel that certain Convertible Note Purchase Agreement between us and ONE dated on or about September 1, 2009, and

(iv)	cancel that certain 10% Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of $300,000 from Green Planet to us.

On December 20, 2010, we received written notice from ONE Bio, Corp. (“ONE Bio”) that it elected to exercise the option we granted to it pursuant to that certain Option Agreement dated April 14, 2010 (the “Option Agreement”), to acquire 100% of the stock of Elevated Throne Overseas Ltd. (“Elevated Throne”), our 100% owned BVI subsidiary and in consideration therefore agreed to (i) convert the $1,700,000 loan One Bio made to Elevated Throne on or about January 19, 2010, into an equity investment in Elevated Throne, (ii) convert the $300,000 loan One Bio made to us on or about September 1, 2009, into a $300,000 equity investment in Elevated Throne, (iii) cancel that certain Convertible Note Purchase Agreement between One Bio and us dated on or about September 1, 2009, and (iv) cancel that certain 10% Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of $300,000 from us to One Bio, Corp.

As a result of this event, ONE will own 100% of Elevated Throne and its subsidiaries which constitutes essentially all former operations of Green Planet. Green Planet 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.

ITEM 1A RISK FACTORS

You should consider carefully each of the following business and investment risk factors and all of the other information in this report. If any of the following risks and uncertainties develops into actual events, the business, financial condition or results of our operations could be materially and adversely affected. If that happens, the trading price of our shares of common stock could decline significantly. The risk factors below contain forward-looking statements regarding our business. Actual results could differ materially from those set forth in the forward-looking statements. See "Special Note Regarding Forward-Looking Information."

Risk Related to the Company's Future Business

We give no assurances that any plans for future business will be implemented if we do not secure adequate financing or find profitable business opportunities.

Our ability to implement and execute our future business plans and ultimately generate enough business revenue is directly influenced by our ability to secure adequate financing or find profitable business opportunities. If we do not receive funding from future investors or find profitable business opportunities, we will experience delays in our business plans and, ultimately, in our profitability going forward.

We will continue to incur significant costs as a result of remaining as a public reorganized company, and management will be required to devote substantial time to new compliance requirements.

As a public company, we incur significant legal, accounting and other expenses under the Sarbanes-Oxley Act of 2002, together with rules implemented by the Securities and Exchange Commission and applicable market regulators. These rules impose various requirements on public companies, including requiring certain corporate governance practices. Management and other personnel will need to devote a substantial amount of time to these new compliance requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time consuming and costlier.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management and our registered independent public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our registered independent public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. If we are not able to comply with the requirements of Section 404 in a timely manner, or if our registered independent accountants later identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

Risks Related to the Common Stock

There is currently no trading market for our common stock.

Outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

We have not paid and do not anticipate paying any dividends on our common stock; therefore, our securities could face devaluation in the market.

We have paid no dividends on our common stock to date and it is not anticipated that any dividends will be paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion and for the implementation of our new business plan. Lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in us.

Penny Stock Regulations.

The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

ITEM 1B UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2 DESCRIPTION OF PROPERTY

As of December 31, 2010, Green Planet does not hold any property or land leases or land use rights.

ITEM 3 LEGAL PROCEEDINGS

None

ITEM 4 [RESERVED]

PART II

ITEM 5 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is available for quotation on the Over the Counter Bulletin Board maintained by FINRA under the symbol “GPLB.OB.” There is no assurance that the company’s stock will continue to be quoted or that any liquidity will exist for our shareholders.

The following table shows, for each quarter of fiscal 2010 and 2009 the high and low closing price per share of common stock as reported on the Over the Counter Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The source of this information is NASDAQ Over the Counter Bulletin Board Research Reports.

	High		Low
Fiscal 2010
Fourth Quarter	$	0.38	$	0.38
Third Quarter		0.38		0.38
Second Quarter		0.38		0.38
First Quarter		0.38		0.38

Fiscal 2009
Fourth Quarter	$	1.01	$	0.55
Third Quarter		1.10		0.10
Second Quarter		no trade		no trade
First Quarter		no trade		no trade

Recent Sales of Unregistered Securities

None

Changes in Securities

Not Applicable

ITEM 6 SELECTED FINANCIAL DATA

Not Applicable

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

Overview

As described in this document above, as a result of ONE owning 100% of Elevated Throne and its subsidiaries, which constitutes essentially all former operations of the Company, Green Planet will continue to 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.

Liquidity and Capital Resources

The Company’s working capital and long-term funding primarily comes from operating cash flow and loans, while our financial resources are used in capital expenditures, operating activities and repayment of loans. Net cash flow provided by operating activities amounted to $921,000 for 2010 compared to $4.1 million for 2009. The decrease in cash inflow compared to 2009 is mainly as a result of the Company reporting only one quarter of net income from discontinued operations of $0.9 million through its wholly owned subsidiaries under Elevated Throne as compared to a full year of $4.4 million in fiscal 2009.

Going forward, the Company will continue to source adequate funding from future investors to execute business opportunities when they arise in the future. However, such funding and business opportunities will rely entirely on the prevailing circumstances when the funding or profitable business opportunities are identified. If such opportunities are not identified in the near term, the Company will experience delay in effecting its business plans.

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

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

As of December 31, 2010, the Company no longer operates in the PRC. The Company will continue as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 8 FINANCIAL STATEMENTS

The financial statements and report of an independent registered certified public accounting firm are included herein immediately following the signature page of this report.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 9A 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 and chief financial 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 December 31, 2010. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and regulations and accumulated and communicated to them as appropriate to allow timely decisions regarding required disclosure.

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, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Management has 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, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s material weakness in its internal control over financial reporting relates to the monitoring and review of work performed in the preparation of financial statements, footnotes, and financial data provided to the Company’s registered public accounting firm in connection with the annual audit. All of our financial reporting is carried out by the finance manager and experienced outside consultants. The lack of accounting staff results in a lack of segregation of duties necessary for an effective system of internal control. The material weakness identified did not result in the restatement of any previously reported financial statements for 2009 or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period.

In order to mitigate this material weakness to the fullest extent possible, all quarterly and annual financial reports are reviewed by the Chief Executive Officer and the Board of Directors for reasonableness. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weakness, it is immediately implemented. We intend to implement appropriate procedures for monitoring and review the work performed by our finance manager and outside consultants. The Company is seeking a permanent placement for the Chief Financial Officer position.

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.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this annual report.

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Officers

Generally, each of our directors is elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. The Directors and Officers of the Company are as follows:

Name	Age	Position	Term
Min Zhao	42	Chief Executive Officer and Director	November 2008 to present
Jian Min Chen	46	Chief Scientist and Director	November 2008 to present
Shanyan Ou	34	VP of Sales & Marketing and Director	November 2008 to present
Minyan Zheng	30	Director	November 2008 to present
Jianrong Chen	57	Director	November 2008 to present

Min Zhao, Chairman, CEO & Director: Mr. Zhao has over 10 years of experience in the industry. In 2004, Mr. Zhao became the principal shareholder of Sanming Huajian Bioengineering Co., Ltd and was responsible for the daily operations of the company. In 2000, Mr. Zhao formed the Sanming Mingdu Hotel Co., Ltd. a three star hotel. Mr. Zhao graduated from the Chinese People’s Liberation Army University in 1986.

Min Yan Zheng, Director: Ms. Zheng is a graduate from the Fujian Province Medical College in 2005. She studied in Australia and obtained a degree with honors in human resources management.

Dr. Jian Min Chen, Chief scientist & Director: Professor Chen obtained his doctorate degree in 1993 at Fudan University. Since 2000, Mr. Chen has been the Chairman of the Department of Environmental Science & Engineering at Fudan University. From 1997 to 2000, Mr. Chen was an Associate Professor in the Department of Environmental Science & Engineering at Fudan University. In 1999, Dr. Chen was named the Distinguished Youth Professor of Shanghai, and thereafter, Professor Chen has earned many honors and awards from various committees, universities and the government of China.

Shanyan Ou, Vice President of Sales & Director: Mrs. Ou is an active executive member of Sanming Youth Entrepreneur Association, Deputy to the National People’s Congress of Sanyuan District and a youth federation member of Sanyuan District Youth League. In 1999, Ms. Ou graduated from Beijing University major in English as a foreign language, and a business management certification from Capital Economical Trade University of China in 2003. In 2005, Ms. Ou obtained her MBA degree in Hong Kong Business Management Institute. Ms. Ou has over 10 years of sales and marketing experience and has held various senior positions with focus in biological drugs manufacturing and chemical industry.

Zheng Jianrong, Director: Mr. Zheng is the Chairman of Jiangle Jianlong Mineral Industry Limited. Mr. Zheng is a member of Sanming Political Consultative Conference and Chairman of the Jiangle fungus grass ganoderma lucidum bio-engineering. Mr. Zheng is the Fujian Province non-ferrous metal Leading enterprise representative. His domestic profession is mainly geared to investments in the mining industry and, biological medicine in the mainland China.

All of our directors hold offices until the next annual meeting of the shareholders of the Company, and until their successors have been qualified after being elected or appointed. Officers serve at the discretion of the board of directors.

Director Compensation

We do not currently nor have we ever compensated our directors.

Involvement in Legal Proceedings

None of our executive officers or directors have been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company, or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

None of our executive officers or directors has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

None of our executive officers or directors is the subject of any pending legal proceeding.

Audit Committee

The company has not as of yet established an audit committee. The Board of Directors currently serves as the Company’s audit committee.

Compensation Committee

The Company has not as of yet established a compensation committee. The Board of Directors currently serves as the Company’s compensation committee.

Section 16 (A) Beneficial Ownership Reporting Compliance

Section 16 (A) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a class of the Company’s equity securities which are registered under the Exchange Act to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of such registered securities. Such executive officers, directors and greater than 10% beneficial owners are required by Commission regulation to furnish the Company with copies of all Section 16 (A) forms filed by such reporting persons.

To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and on representations that no other reports were required, no person required to file such a report, failed to file during fiscal year 2010.

Code of Ethics

The Board of Directors adopted a Code of Ethics in April 2009, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. The Company will provide to any person without charge, upon request, a copy of such Code of Ethics.

ITEM 11 EXECUTIVE COMPENSATION

The following is a summary of the compensation paid by Sanming Huajian to its executive officers for the years ended December 31, 2010, 2009 and 2008 respectively. Sanming Huajian has no other executive officers that received compensation in excess of $100,000 for any of those years.

Name and Principal Position	Fiscal Year		Salary ($)	Bonus ($)		Stock Awards ($)	Option Awards ($)		Non-equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)	Total ($)
Mr. Min Zhao – CEO		2010 2009 2008	82,409 38,341 21,898		27,224 4,064 4,672	0 0 0		0 0 0	0 0 0		0 0 0	0 0 0		109,633 42,404 26,570

Mrs. Shanyan Ou – VP Sales		2010 2009 2008	58,925 21,442 14,015		22,687 3,035 3,358	0 0 0		0 0 0	0 0 0		0 0 0	0 0 0		81,612 24,477 17,373

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of March 15, 2011, with respect to the beneficial ownership of the common stock by (i) each director and officer of the Company, (ii) all directors and officers as a group, and (iii) each person known by the Company to own beneficially 5% or more of the common stock:

Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership(1)	Percentage of Class (%)
One Bio, Corp (3)	18,508,733	93%
Min Zhao	0	0%
Min Yan Zheng	0	0%
Shanyuan Ou	150,000	1%
All Directors and Executive Officers (3 persons)	150,000	1%

(1)

In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on March 15, 2011, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on March 15, 2011 (20,006,402), and (ii) exercise of the warrants and options (152,599). Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)	Unless otherwise indicated, the address of all beneficial owners is No. 126 Mingdu Building, Gongye Road, Sanming City, Fujian, China.

(3)	Address for One Bio, Corp. 19950 W Country Club Dr, Suite 100, Aventura, Florida 33180, USA

Change in Control

The Company does not anticipate any changes in control.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company paid rental fees of $4,711 and $4,709 to an entity owned by a majority shareholder who is also the Chief Executive Officer and Director of the Company for 2010 and 2009, respectively.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The aggregate fees billed (or expected to be billed) for the fiscal year ended December 31, 2010 for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements was $45,000 including expenses.

Audit Related Fees

None

Tax Fees

$7,500

All Other Fees

None

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report are as follows:

(1) Financial Statements: the consolidated financial statements, related notes and reportof independent registered certified public accounting firm are included in Item 8 of Part II of this Form 10-K.

(2) The exhibits are included as follows:

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification pursuant to 18 U.S.C. Section 1350

(3) Reports on Form 8-K

The Company filed the following reports on Form 8-K pertaining to the year ended

December 31, 2010.

(i) Form 8-K/A filed on February 5, 2010 announcing the change of independent auditors.

(ii) Form 8-K filed on April 19, 2010 announcing that Green Planet granted to ONE an option to acquire 100% of the stock of Elevated Throne, our 100% owned BVI subsidiary.

(iii) Form 8-K filed on April 19, 2010 announcing the following:

(a) cancellation of that certain Amended and Restated Green Plane Preferred Stock Purchase Agreement made effective as of June 17, 2009, between Company and ONE (“Amended and Restated GP Preferred Stock Agreement”),

(b) returning to ONE the 1,004,808 shares of ONE Bio, Corp. common stock that were issued to us pursuant to the Amended and Restated GP Preferred Stock Agreement, and

(c) returning by ONE to us the 5,101 preferred shares of our stock that we issued to ONE pursuant to the Amended and Restated GP Preferred Stock Agreement.

(iv) Form 8-K filed on February 4, 2011 announcing that ONE Bio Corp has exercised its Option on December 20, 2010 to acquire 100% of Elevated Throne, our 100% owned BVI subsidiary, effective April 14, 2010.

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 April 2011.

	Green Planet Bioengineering Co, Ltd.

Date: April 14, 2011	By:	/s/ Min Zhao
		Min Zhao
		Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) & Director


Date: April 14, 2011	By:	/s/Shanyuan Ou
		Shanyan Ou
		Director


Date: April 14, 2011	By:	/s/Min Yan Zheng
		Min Yan Zheng
		Director


Date: April 14, 2011	By:	/s/Min Jian Chen
		Dr. Min Jian Chen
		Director


Date: April 14, 2011	By:	/s/Jianrong Zheng
		Jianrong Zheng
		Director

Green Planet Bioengineering Co., Ltd.

Consolidated Financial Statements

For the year ended December 31, 2010

(Stated in US dollars)

Green Planet Bioengineering Co., Ltd.

Consolidated Financial Statements

For the year ended December 31, 2010

Index to Consolidated Financial Statements

	PAGES
Report of Independent Registered Public Accounting Firm		21
Consolidated Statements of Income and Comprehensive Income		22
Consolidated Balance Sheets		23
Consolidated Statements of Cash Flows		24
Consolidated Statements of Changes in Shareholders’ Equity		25
Notes to Consolidated Financial Statements		26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and board of directors

Green Planet Bioengineering Co., Ltd.

We have audited the accompanying consolidated balance sheet of Green Planet Bioengineering Co., Ltd. (hereinafter referred to as “the Company”) as of December 31, 2010 and 2009, and the related statements of income and comprehensive income, shareholders’ equity (deficit) and cash flows for years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Planet Bioengineering Co., Ltd. as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years ended December 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States.

These financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has operating and liquidity concerns. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

/s/ Jewett, Schwartz, Wolfe & Associates

Hollywood, Florida

April 14, 2011

200 South Park Road, SUITE 150 ● HOLLYWOOD, FLORIDA 33021 ● TELEPHONE (954) 922-5885 ● FAX (954) 922-5957

MEMBER – AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS ● FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

PRIVATE COMPANIES PRACTICE SECTION OF THE AICPA ●REGISTERED WITH THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD OF THE SEC

Green Planet Bioengineering Co., Ltd.

Consolidated Statements of Income and Comprehensive Income

(Stated in US dollars)

	Year ended December 31,
	2010			2009

Sales revenue	$	-		$	-
Cost of sales		-			-

Gross profit		-			-

Administrative expenses		73,740			69,273
Finance costs		58,750			55,000
Loss on reorganization of subsidiaries		14,142			-

		146,632			124,273
Loss from continuing operations
before income taxes		(146,632	)		(124,273	)

Income taxes		-			-
Loss from continuing operations
after income taxes		(146,632	)		(124,273	)
Income from discontinued operations		949,195			4,442,672

Net income		802,563			4,318,399
Dividends		(12,153,213	)		-

(Loss) income attributable to common stock	$	(11,350,650	)	$	4,318,399


STATEMENT OF COMPREHENSIVE INCOME

Net (loss) income attributable to common stock	$	(11,350,650	)	$	4,318,399
Other comprehensive income
Unrealized foreign currency gain (loss)		618			(17,183	)

Total comprehensive (loss) income	$	(11,350,032	)	$	4,301,216

Earnings per share based on net (loss) income
attributable to common stock
- Basic	$	(0.57	)	$	0.27

- Diluted	NA			$	0.25

Weighted average number of shares outstanding :
- Basic		20,006,402			16,239,234

- Diluted		20,159,001			17,289,953

See Notes to Consolidated Financial Statements

Green Planet Bioengineering Co., Ltd.

Consolidated Balance Sheets

(Stated in US dollars)

	As of December 31,
	2010			2009
ASSETS
Current assets
Cash and cash equivalents	$	668		$	668
Prepaid expense and other receivables		4,417			4,507
Amount due from a related party		-			300,000

Total current assets		5,085			305,175
Available for sale securities		-			5,000,000
Assets held for resale		-			22,841,130

TOTAL ASSETS	$	5,085		$	28,146,305

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Trade payables	$	88,500		$	69,243
Other payables and accrued liabilities		2,723			-
Amount due to a related party		69,170			-
Convertible loan payable		-			190,000

Total current liabilities		160,393			259,243
Liabilities associated with assets held for resale		-			4,063,882

TOTAL LIABILITIES		160,393			4,323,125

SHAREHOLDERS’ EQUITY
Preferred stock : par value of $0.001 per share,
Authorized: 10,000,000 shares in 2010 and 2009,
Issued and outstanding : None in 2010, and 5,101 in 2009		-			5
Common stock : par value $0.001 per share
Authorized : 250,000,000 shares in 2010 and 2009
Issued and outstanding : 20,006,402 shares
in 2010 and 2009		20,006			20,006
Additional paid-in capital		431,025			10,293,896
Statutory reserve		-			1,305,895
Accumulated other comprehensive income		-			1,458,976
Retained earnings		(606,339	)		10,744,402

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)		(155,308	)		23,823,180

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,085		$	28,146,305

See Notes to Consolidated Financial Statements

Green Planet Bioengineering Co., Ltd.

Consolidated Statements of Cash Flows

(Stated in US dollars)

	Year ended December 31,
	2010			2009
Cash flows from operating activities
Net loss from continuing operations	$	(146,632	)	$	(124,273	)
Net income from discontinued operations		949,195			4,442,672
Adjustments to reconcile net income to net
cash provided by operating activities :
Stock-based compensation		-			13,130
Convertible loan discount		41,250			55,000
Loss on reorganization of subsidiaries		(14,142	)		-
Changes in operating assets and liabilities :
Other receivables		-			(4,507	)
Trade payables		-			56,138
Other payables and accrued liabilities		21,980			-
Amount due to (from) a related party		69,170			(300,000	)

Net cash flows provided by operating activities		920,821			4,138,160

Cash flows from investing activities

Net cash flows used in investing activities		-			-

Cash flows from financing activities
Issue of common stock		-			5,180
Convertible loan from a major shareholder		-			300,000
Conversion of convertible loan		(300,000	)		-

Net cash flows (used in) provided by financing activities		(300,000	)		305,180

Discontinued operations
Operating cashflows		(1,411,928	)		(842,079	)
Investing cashflows		-			(5,188,047	)
Financing cashflows		-			1,713,861

Net cash flows used by discontinuing operations		(1,411,928	)		(4,316,265	)

Effects of foreign currency translation		-			(868	)

Net (decrease) increase in cash and cash equivalents		(791,107	)		126,207
Cash and cash equivalents - beginning of year		791,775			665,568

Cash and cash equivalents - end of year	$	668		$	791,775

Supplemental disclosures for cash flow information:
Continuing operations
Cash paid for interest	$	58,750		$	55,000
Discontinued operations
Cash paid for interest	$	34,578		$	74,230
Cash paid for Income taxes	$	588,803		$	1,493,555

Non-cash transaction:
Continuing operations
Dividends	$	(12,153,213	)	$	-
Issue of preferred stock	$	-		$	5,000,000
Operating cashflows	$	12,153,213		$	-
Acquisition of available-for-sale securities	$	-		$	5,000,000
Discontinued operations
Transfer of land use right to prepayment for operating lease	$	-		$	5,834,519

See Notes to Consolidated Financial Statements

Green Planet Bioengineering Co., Ltd.

Consolidated Statements of Changes in Shareholders’ Equity

(Stated in US dollars)

																	Accumulated
	Common stock				Preferred stock						Additional						other
	Number				Number						paid-in			Statutory			comprehensive			Retained
	of shares		Amount		of shares			Amount			capital			reserve			income			earnings			Total

Balance, January 1, 2008		14,141,667	$	14,142							$	4,118,926		$	481,912		$	728,816		$	3,899,687		$	9,243,483

Issue of capital by Sanming Huajian												625,290												625,290
Recapitalization		90,000		90								49,910												50,000
Issue of common stock for cash		140,000		140								139,860												140,000
Issue of common stock for																								-
services rendered		50,000		50								12,450												12,500
Issue of warrants for services																								-
rendered												169,739												169,739
Net income																					3,350,299			3,350,299
Foreign currency translation																		747,343						747,343
Appropriation to statutory reserve															366,638						(366,638	)		-

Balance, December 31, 2008		14,421,667		14,422		-			-			5,116,175			848,550			1,476,159			6,883,348			14,338,654

Issuance of preferred stock						5,101			5			4,999,995												5,000,000
Issuance of convertible loan												165,000												165,000
Issue of common stock for
services rendered		404,000		404								12,726												13,130
Issue of warrants for services
rendered		5,180,735		5,180																				5,180
Net income																					4,318,399			4,318,399
Foreign currency translation																		(17,183	)					(17,183	)
Appropriation to statutory reserve															457,345						(457,345	)

Balance, December 31, 2009		20,006,402	$	20,006		5,101		$	5		$	10,293,896		$	1,305,895		$	1,458,976		$	10,744,402		$	23,823,180

Cancellation of preferred stock						(5,101	)		(5	)		(4,999,995	)								(91	)		(5,000,091	)
Net income																					802,563			802,563
Convertible loan discount reduction												(68,750	)											(68,750	)
Discontinued operations												(4,794,126	)		(1,305,895	)		(1,458,976	)		(12,153,213	)		(19,712,210	)

Balance, December 31, 2010		20,006,402	$	20,006		-		$	-		$	431,025		$	-		$	-		$	(606,339	)	$	(155,308	)

See Notes to Consolidated Financial Statements

Green Planet Bioengineering Co., Ltd.

Notes to Consolidated Financial Statements

(Stated in US dollars)

General information

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

On October 24, 2008, the Company entered into an agreement with the shareholders of Elevated Throne Overseas Ltd. (“Elevated Throne”) to acquire their issued and outstanding common stocks in Elevated Throne by issuing 14,141,667 shares of its common stock. The acquisition, which was consummated on the same day, constituted a reverse takeover transaction (“RTO”) and thereafter Elevated Throne became a wholly-owned subsidiary of the Company.

Elevated Throne was incorporated in the British Virgin Islands (the “BVI”) on May 8, 2008 as a limited liability company with registered share capital of $50,000, divided into 50,000 common shares of $1 par value each. Elevated Throne formed Fujian Green Planet Bioengineering Co., Ltd. (“Fujian Green Planet”) as a wholly foreign-owned enterprise under the laws of the People’s Republic of China (the “PRC”) on July 25, 2008. Fujian Green Planet has a registered capital of $2,000,000. Pursuant to Fujian Green Planet’s articles of association, Elevated Throne is required to contribute $300,000 to Fujian Green Planet as capital (representing 15% of Fujian Green Planet’s registered capital) before October 17, 2008. The Company has applied for an extension of the contribution period to December 31, 2009 with the relevant government bureau and contributed $300,000 to Fujian Green Planet on September 7, 2009 to satisfy the initial license payment requirement. The Company has on February 19, 2010, paid $1,700,000 and fully satisfied the business license requirement.

PRC law places certain restrictions on roundtrip investments through the acquisition of a PRC entity by PRC residents. To comply with these restrictions, in conjunction with the RTO, the Company, via Fujian Green Planet, entered into and consummated certain contractual arrangements with Sanming Huajian Bio-Engineering Co., Ltd (“Sanming Huajian”) and their respective stockholders pursuant to which the Company provides Sanming Huajian with technology consulting and management services and appoints its senior executives and approves all matters requiring shareholders’ approval. As a result of these contractual arrangements, which obligates Fujian Green Planet to absorb a majority of the risk of loss from the activities of Sanming Huajian and enables Fujian Green Planet to receive a majority of its expected residual returns, the Company accounts for Sanming Huajian as a variable interest entity (“VIE”) under FASB ASC 805 Business Combinations, formerly FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (the “VIE Arrangement”).

Sanming Huajian was organized under the laws of the PRC on April 16, 2004 under the name of Sanming Zhonjian Biological Technology Industry Co., Ltd as a domestic corporation. It is classified as a non-joint capital stock corporation and therefore the capital stock, consistent with most of the PRC corporations, are not divided into a specific number of shares having a stated nominal amount. Sanming Huajian is owned by Mr. Zhao Min, Ms. Zheng Minyan and Jiangle Jianlong Mineral Industry Co., Ltd with equity interest of 35%, 36% and 29% respectively. Mr. Zhao and Ms. Zheng collectively own more than 90% of the Company’s issued and outstanding common stock after the RTO.

The reverse takeover accounting was used to account for the RTO and the VIE Arrangement as Sanming Huajian was under common control of Mr. Zhao and Ms. Zheng before and after the VIE Arrangement. These financial statements, issued under the name of the Company, represent the continuation of the financial statements of Sanming Huajian.

General information (Cont’d)

Following the RTO and the VIE Arrangement, the Company is primarily engaged in the manufacture, marketing and sale of extracts from tobacco leaves residues. The Company's products include Solanesol, Ganoderma Tea, Nicotine Sulphate, organic pesticides, organic fertilizers, CoQ10 (raw format) and a patented organic health supplement called “Paiqianshu”. Paiqianshu comes in both liquid and pill forms and it is made from natural green barley shoot extraction. The Company operates manufacturing and distribution primarily in the PRC.

On June 17, 2009, the Company entered into a Preferred Share Purchase Agreement with ONE Bio Corp. (“ONE”) pursuant to which the Company agreed to sell and ONE agreed to acquire 5,101 shares of the Company’s preferred stock (“Preferred Stock”), with par value $0.001 per share. Each share of the Preferred Stock shall (a) provide ONE with the right to vote 1,000 votes on all matters submitted to a vote of the Company’s shareholders and (b) be convertible into 1,000 shares of the Company’s common stock. ONE paid to the Company for the said shares of Preferred Stock $5,000,000 which was paid by ONE through the issuance to the Company 200,962 shares (adjusted for the 1 for 5 stock splits of November 2009 and August 2010), representing 4.9% of ONE’s issued and outstanding common stock. The transaction closed on July 22, 2009 upon receipt of all required documents and stock certificates.

As part of the transaction, the Company has also agreed that 35% of the ONE’s shares issued to the Company shall be deposited into an escrow account in the event the Company’s EBITDA for fiscal year 2009 is less than the Company’s EBITDA for fiscal 2008, the number of shares of ONE’s stock issued to the Company shall be proportionately reduced as provided for in the Preferred Stock Purchase Agreement. The Company is also subject to a lockup and leak out period and has one Piggy-Back Registration right as further defined in the Preferred Stock Purchase Agreement.

On April 14, 2010, the Company entered into an agreement with ONE pursuant to which, among other things,

(i)	the Preferred Share Purchase Agreement made effective as of June 17, 2009, between the Company and ONE was cancelled,

(ii)	ONE returned to the Company the 5,101 shares of Green Planet preferred stock that were issued to ONE pursuant to the Preferred Share Purchase Agreement, and

(iii)

the Company returned to ONE the 200,962 shares of ONE’s common stock that was issued to the Company pursuant to the Preferred Share Purchase Agreement.

Additionally, on April 14, 2010, the Company granted to ONE an option to acquire 100% of the stock of Elevated Throne Overseas Ltd. (“Elevated Throne”), Green Planet’s 100% owned BVI subsidiary. In the event ONE exercises this option, the closing of the transaction will be subject to the approval of the Company’s stockholders. As consideration for ONE’s exercise of this option, ONE will be required to:

(i)	convert the $1,700,000 loan ONE made to Elevated Throne on or about January 19, 2010, into an equity investment in Elevated Throne,

(ii)	convert the $300,000 loan ONE made to the Company on or about September 1, 2009, into a $300,000 equity investment in Elevated Throne,

(iii)

cancel the Convertible Note Purchase Agreement between the Company and ONE dated on or about September 1, 2009, and

(iv)	cancel the 10% Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of $300,000 from the Company to ONE.

On December 20, 2010, ONE delivered written notice to the Company that ONE elected to exercise the option that was granted pursuant to the Option Agreement dated April 14, 2010 (the “Option Agreement”), to acquire 100% of the stock of Elevated Throne. and in consideration therefore, ONE agreed to (i) convert the $1,700,000 loan ONE made to Elevated Throne on or about January 19, 2010, into an equity investment in Elevated Throne, (ii) convert the $300,000 loan ONE made to the Company on or about September 1, 2009, into a $300,000 equity investment in Elevated Throne, (iii) cancel the Convertible Note Purchase Agreement between the Company and ONE dated on or about September 1, 2009, and (iv) cancel the 10% Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of $300,000 from ONE to the Company.

Also, on December 20, 2010, ONE, as the owner of 92.5% of the outstanding common stock of the Company, by Majority Shareholder Written Consent in Lieu of a Special Meeting of Stockholders approved, authorized, and ratified the transaction contemplated by the Option Agreement and the exercise by ONE of the option as described above retroactive as of April 14, 2010. As a result, the subsidiaries under Elevated Throne were reorganized accordingly during the second quarter of 2010.

Summary of significant accounting policies

Principles of consolidation and basis of presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The consolidated financial statements include the accounts of the Company, its subsidiaries and its 100% VIE Sanming Huajian (“VIE”). The results of the subsidiaries and the VIE made up to the end of the first quarter of 2010 have been presented under discontinued operations and all its related assets and liabilities reported have been reclassified as assets held for resale and liabilities associated with assets held for resale. All significant intercompany accounts and transactions have been eliminated.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature and necessary for a fair presentation of the results for the year ended December 31, 2010, have been made. These consolidated financial statements should be read in conjunction with the financial foot notes thereto and the Company’s Form 10K for the year ended December 31, 2010.

Use of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These estimates and assumptions include, but are not limited to, the valuation of trade receivables, inventories, fair value of available-for-sale securities, deferred taxes and stock-based compensation, and the estimation on useful lives and realizability of intangible assets and property, plant and equipment. Actual results could differ from those estimates.

Going Concern

The consolidated 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.

2.	Summary of significant accounting policies (Cont’d)

The Company’s continued existence is dependent upon its ability to successfully receive funding from future investors or find profitable business opportunities. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of liabilities that may result from the outcome of these uncertainties.

Fair Value Measurements

In April 2009, the Financial Accounting Standard Board (“FASB”) released ASC 820, Fair Value Measurements and Disclosures, (formerly SFAS No. 157 “Fair Value Measurements”) that defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements.

According to ASC 820, investment measured and reported at fair value are classified and disclosed in one of the following hierarchy:

Level 1 -

Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 included listed equities and listed derivatives.

Level 2 -

Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments that are generally included in this category include corporate bonds and loans, less liquid and restricted equity securities and certain over-the-counter derivatives.

Level 3 -

Pricing inputs are unobservable for the investment and included situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.

The Company did not have any investment measured at fair value as of December 31, 2010.

Accumulated other comprehensive income

Accumulated other comprehensive income in the consolidated balance sheet represents foreign currency translation adjustment.

Available-for-sale securities

Available-for-sale securities include securities held for indefinite periods of time that are not classified either as trading securities or as held-to-maturity securities. Available-for-sale securities are recognized at cost and carried at fair value in the balance sheet. Unrealized holding gains and losses are excluded from earnings and recognized in a separate component of other comprehensive income, net of the related tax effects, until realized.

Assets held for resale and liabilities associated with assets held for resale

Assets and liabilities classified as held for resale represent all the assets and liabilities of the disposal group under Elevated Throne, its subsidiaries and the VIE, and is measured at fair value. As of the reporting date, all the assets held for resale and the liabilities associated were disposed of.

The accounting policies associated with the components under this category is summarized as follows:

2.	Summary of significant accounting policies (Cont’d)

(i) Concentrations of credit risk

As of December 31, 2010, there was no longer any concentration of credit risk in the Company.

Details of customers which represent the highest value of the Company's sales revenue are:

	Year ended December 31,
	2010		2009

Customer A	$	456,517	$	1,455,749
Customer B		326,800		1,375,519
Customer C		271,269		1,323,746
Customer D		251,223		1,251,927
Customer E		231,483		1,095,719
Customer F		215,863		1,004,728
Customer G		199,235		971,834
Customer H		186,497		929,723
Customer I		179,853		928,296

	$	2,318,740	$	10,337,241

Details of customers which represent the highest value of the Company's trade receivables are:

	December 31,
	2010		2009

Customer A	$	-	$	681,506
Customer B		-		671,062
Customer C		-		645,347
Customer D		-		620,080
Customer E		-		547,485
Customer F		-		533,982
Customer G		-		323,852
Customer H		-		300,199
Customer I		-		169,794

	$	-	$	4,493,217

(ii) Allowance for doubtful accounts

The Company establishes an allowance for doubtful accounts based on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required in assessing the amount of the allowance in which the Company considers the historical level of credit losses and applies percentages to aged receivable categories. The Company makes judgments about the creditworthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the customers were to deteriorate, resulting in their inability to make payments, a larger allowance may be required.

2.	Summary of significant accounting policies (Cont’d) Based on the above assessment, during the reporting periods, the management establishes the following rates of general provision provided on gross amount of trade and other receivables :-

	Rate

Aged within 1/2 year		0	%
Aged over 1/2 year but within 1 year		5	%
Aged over 1 year but within 3 years		20	%
More than 3 years		100	%

Additional specific provision is made against trade and other receivables aged less than 1 year to the extent which they are considered to be doubtful.

Bad debts are written off when identified. The Company extends unsecured credit to customers ranging from three to six months in the normal course of business. The Company does not accrue interest on trade accounts receivable.

(iii) Inventory

Inventory is stated at the lower of cost or market value. Cost is determined on a weighted-average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a saleable condition. In assessing the ultimate realization of inventory, management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company’s reserve requirements generally increase with its projected demand requirements; decrease due to market conditions, product life cycle changes. During the reporting periods, all of the Company’s products are saleable with high profit margins, the Company did not make any allowance for slow-moving or defective inventory.

No allowance for obsolete inventory was provided during the reporting periods.

(iv) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.

Depreciation is provided on straight- line basis over their estimated useful lives. The principal depreciable periods are as follows :

		Depreciable period

Buildings		20 years
Plant and machinery		10 years
Office equipment		5 years
Motor vehicles		5 years

Construction in progress represents buildings and machinery under construction, which is stated at cost less any impairment losses, and is not depreciated. Cost comprises the direct costs of construction. Construction in progress is reclassified to the appropriate category of property, plant and equipment when completed and ready for use.

Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

2.	Summary of significant accounting policies (Cont’d)

(v) Land use rights

Land use rights are stated at cost less accumulated amortization. Amortization is provided using the straight-line method over the terms of the lease of 50 years obtained from the relevant PRC land authority.

(vi) Intangible assets

Intangible assets are stated at cost less accumulated amortization. Amortization is provided on a straight-line basis over their estimated useful lives. The principal amortization periods are as follows:

	Amortization period

Technologies	5 to 10 years
Software	5 years

The Company periodically reviews the original estimated useful lives of long-lived assets and makes adjustments when appropriate. Intangible assets with finite useful lives are tested for impairment whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. The Company evaluates its intangible assets for impairment by comparing the future undiscounted cash flows of the underlying assets to their respective carrying amounts.

Convertible loan

The Company’s convertible loan has non-detachable conversion feature, that were in-the-money with a beneficial conversion feature as of the commitment date. At issuance, the Company values separately the beneficial conversion features in convertible loan. Beneficial conversion feature is recognized by allocating to additional paid-in capital of the net proceeds from the sale of the convertible loan equal to the intrinsic value of the beneficial conversion feature. Intrinsic value is calculated as the difference, as of the commitment date, between the conversion price of the convertible loan and the closing price of the Company’s common stock on the OTCBB, multiplied by the number of shares of the Company’s common stock into which the convertible loan is convertible. If the intrinsic value of the beneficial conversion feature is greater than the net proceeds allocated to the convertible loan, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds. Interest expense is recognized using the effective interest method, meaning that any premium or discount upon issuance is amortized over the life of the instrument. See also Notes 4 and 9 for an update.

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. As of December 31, 2010, all the cash is denominated in United States Dollars and as of December 31, 2009, almost all the cash and cash equivalents were denominated in Renminbi (“RMB”) and were placed with banks in the PRC. They are not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the PRC government.

Impairment of long-lived assets

Long-lived assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company recognizes impairment of long-lived assets in the event that the net book values of such assets exceed the future undiscounted cash flows attributable to such assets. During the reporting years, the Company has not identified any indicators that would require testing for impairment.

2.	Summary of significant accounting policies (Cont’d)

Revenue recognition

The Company generates revenue from sales of extracts from tobacco leaves residues. Revenue is recognized when products are delivered and the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists and the sales price is fixed or determinable.

Deferred revenue

Deferred revenue represents subsidy income received from the government. It mainly consisted of receipt of granted funds to subsidize the Company’s research and development activities and recognized as income when the relevant criteria are met.

Cost of sales

Cost of sales consists primarily of materials costs, freight charges, purchasing and receiving costs, inspection costs, wages, employee compensation, depreciation and related costs, which are directly attributable to the production of products.

Expenses

Expenses include administrative, selling expenses, research and development expenses. Selling expenses mainly consist of advertising, commission, entertainment, salaries, and traveling expense which are incurred during the selling activities. Research and development expenses are charged to expense as incurred.

Stock-based compensation

The Company follows the provisions of ASC Topic 718 formerly SFAS No. 123R, “Share-Based Payment”, which requires the use of the fair value method of accounting for share-based compensation. Under the fair value based method, compensation cost related to employee stock options or similar equity instruments which are equity-classified awards, is measured at the grant date based on the value of the award and is recognized over the requisite service period, which is usually the vesting period. ASC Topic 718 also requires measurement of cost of a liability-classified award based on its current fair value.

The fair value of warrants granted is determined using the Black-Scholes model. Under this model, certain assumptions, including the risk-free interest rate, the expected life of the warrants and the estimated fair value of the Company’s common stock and the expected volatility, are required to determine the fair value of the warrants. If different assumptions had been used, the fair value of the warrants would have been different from the amount the Company computed and recorded, which would have resulted in either an increase or decrease in the compensation expense.

Income taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to ASC Topic 740 formerly FAS No. 109, “Accounting for Income Taxes”. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

2.	Summary of significant accounting policies (Cont’d)

Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

Basic and diluted earnings per share

The Company reports basic earnings per share in accordance with ASC Topic 260 formerly SFAS No. 128, “Earnings Per Share”. Basic earnings per share are computed using the weighted average number of shares outstanding during the periods presented. The weighted average number of shares of the Company represents the common stock outstanding during the reporting periods.

Diluted earnings per share are computed using the sum of weighted average number of shares outstanding and dilutive potential shares and warrants outstanding during the periods presented. During the year ended December 31, 2010, there is an anti dilutive effect on the earnings per share.

Comprehensive income

The Company has adopted ASC Topic 220 formerly SFAS No. 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Components of comprehensive income include net income and foreign currency translation adjustments.

Foreign currency translation

As of December 31, 2010, the Company no longer maintains the financial statements in Renminbi, the functional currency. All the monetary assets and liabilities are denominated in United States Dollars.

Recently issued accounting pronouncements

In January 2010, the FASB has published ASU 2010-01 “Equity (Topic 505) - Accounting for Distributions to Shareholders with Components of Stock and Cash—a consensus of the FASB Emerging Issues Task Force,” as codified in ASC 505, ASU No. 2010-01 clarifies the treatment of certain distributions to shareholders that have both stock and cash components. The stock portion of such distributions is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. Early adoption is permitted. The adoption of this standard did not have an impact on the Company’s consolidated financial position and results of operations.

In January 2010, the FASB has published ASU 2010-02 “Consolidation (Topic 810) - Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification,” as codified in ASC 810, “Consolidation.” ASU No. 2010-02 applies retrospectively to April 1, 2009. This ASU clarifies the applicable scope of ASC 810 for a decrease in ownership in a subsidiary or an exchange of a group of assets that is a business or nonprofit activity. The ASU also requires expanded disclosures. The amendments in this Update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have any impact on the Company’s consolidated financial position and results of operations.

2.	Summary of significant accounting policies (Cont’d)

In January 2010, the FASB has published ASU 2010-06 “Fair Value Measurements and Disclosures (Topic 820): - Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 clarifies improve disclosure requirement related to fair value measurements and disclosures – Overall Subtopic (Subtopic 820-10) of the FASB Accounting Standards Codification. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure about purchase, sales, issuances, and settlement in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The amendments in this update are effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In March 2010, the FASB issued Accounting Standard Update No. 2010-11 “Derivatives and Hedging” (Topic 815). ASU No. 2010-11 update provides amendments to subtopic 815-15, Derivatives and hedging. The amendments clarify about the scope exception in paragraph 815-10-15-11 and section 815-15-25 as applicable to the embedded credit derivatives. The ASU is effective on the first day of the first fiscal quarter beginning after June 15, 2010. Therefore, for a calendar-year-end entity, the ASU becomes effective on July 1, 2010. Early application is permitted at the beginning of the first fiscal quarter beginning after March 5, 2010. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standard Update No. 2010-12. “Income Taxes” (Topic 740). ASU No.2010-12 amends FASB Accounting Standard Codification subtopic 740-10 Income Taxes to include paragraph 740-10-S99-4. On March 30, 2010 The President signed the Health Care & Education Affordable Care Act reconciliation bill that amends its previous Act signed on March 23, 2010. FASB Codification topic 740, Income Taxes, requires the measurement of current and deferred tax liabilities and assets to be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated.” Therefore, the different enactment dates of the Act and reconciliation measure may affect registrants with a period-end that falls between March 23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the reconciliation measure). However, the announcement states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff “does not believe that it would be appropriate for registrants to analogize to this view in any other fact patterns.” The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standard Update No. 2010-13 “Stock Compensation” (Topic 718). ASU No.2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity's equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The amendments in this Update should be applied by recording a cumulative-effect adjustment to the opening balance of retained earnings. The cumulative-effect adjustment should be calculated for all awards outstanding as of the beginning of the fiscal year in which the amendments are initially applied, as if the amendments had been applied consistently since the inception of the award. The cumulative-effect adjustment should be presented separately. Earlier application is permitted. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

2.	Summary of significant accounting policies (Cont’d)

In April 2010, the FASB issued Accounting Standard Update No. 2010-17. “Revenue Recognition-Milestone Method” (Topic 605) ASU No.2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions. An entity often recognizes these milestone payments as revenue in their entirety upon achieving a specific result from the research or development efforts. A vendor can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone meets all criteria to be considered substantive. Determining whether a milestone is substantive is a matter of judgment made at the inception of the arrangement. The ASU is effective for fiscal years and interim periods within those fiscal years beginning on or after June 15, 2010. Early application is permitted. Entities can apply this guidance prospectively to milestones achieved after adoption. However, retrospective application to all prior periods is also permitted. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued Accounting Standard Update No. 2010-18. “Receivables” (Topic 310). ASU No.2010-18 provides guidance on accounting for acquired loans that have evidence of credit deterioration upon acquisition. Paragraph 310-30-15-6 allows acquired assets with common risk characteristics to be accounted for in the aggregated as a pool. Upon establishment of the pool, the pool becomes the unit of accounting. When loans are accounted for as a pool, the purchase discount is not allocated to individual loans; thus all of the loans in the pool accrete at a single pool rate (based on cash flow projections for the pool). Under subtopic 310-30, the impairment analysis also is performed on the pool as a whole as opposed to each individual loan. Paragraphs 310-40-15-4 through 15-12 establish the criteria for evaluating whether a loan modification should be classified as a troubled debt restructuring. Specifically paragraph 310-40-15-5 states that “a restructuring of a debt constitutes a troubled debt restructuring for purposes of this subtopic if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.” The ASU is effective for modification of loans accounted for within pools under subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2010, the FASB issued Accounting Standard Update No. 2010-20 (ASU No. 2010-20) “Receivables” (Topic 310). ASU No. 2010-20 provides financial statement users with greater transparency about an entity’s allowance for credit losses and the credit quality of its financing receivables. This update is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The amendments in this update apply to both public and nonpublic entities with financing receivables, excluding short-term trade accounts receivable or receivables measured at fair value or lower of cost or fair value. The objective of the amendments in ASU No. 2010-20 is for an entity to provide disclosures that facilitate financial statement users’ evaluation of (1) the nature of credit risk inherent in the entity’s portfolio of financing receivables, (2) How that risk is analyzed and assessed in arriving at the allowance for credit losses and (3) The changes and reasons for those changes in the allowance for credit losses. The entity must provide disclosures about its financing receivables on a disaggregated basis. For public entities ASU No. 2010-20 is effective for interim and annual reporting periods ending on or after December 15, 2010. For nonpublic entities ASU No. 2010-20 will become effective for annual reporting periods ending on or after December 15, 2011. The Company is evaluating the impact ASU No. 2010-20 will have on the financial statements.

2.	Summary of significant accounting policies (Cont’d)

In August 2010, the FASB issued Accounting Standard Updates No. 2010-21 (ASU No. 2010-21) “Accounting for Technical Amendments to Various SEC Rules and Schedules” and No. 2010-22 (ASU No. 2010-22) “Accounting for Various Topics – Technical Corrections to SEC Paragraphs”. ASU No 2010-21 amends various SEC paragraphs pursuant to the issuance of Release no. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies. ASU No. 2010-22 amends various SEC paragraphs based on external comments received and the issuance of SAB 112, which amends or rescinds portions of certain SAB topics. Both ASU No. 2010-21 and ASU No. 2010-22 are effective upon issuance. The amendments in ASU No. 2010-21 and No. 2010-22 will not have a material impact on the Company’s financial statements.

In September 2010, the FASB issued Accounting Standard Update No. 2010-25 (ASU No. 2010-25) “Defined Contribution Pension Plans” (Topic 962). ASU No. 2010-25 clarifies how loans to participants should be classified and measured by defined contribution pension benefits. The amendments in ASU No. 2010-25 affect any defined contribution pension plan that allows participant loans. The amendments in ASU No. 2010-25 require that participant loans be classified as notes receivable from participants, which are segregated from plan investments and measured at their unpaid principal balance plus any accrued but unpaid interest. ASU No. 2010-25 is effective for fiscal years ending after December 15, 2010 and should be applied retrospectively to all prior periods presented. Early adoption is permitted. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In October 2010, the FASB issued Accounting Standard Update No. 2010-26 (ASU No. 2010-26) “Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts.” ASU No. 2010-26 addresses diversity in practice regarding the interpretation of which costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Costs that meet the definition of acquisition costs, as stated in the Master Glossary of the FASB Accounting Standards Codification, are typically recognized as assets and are commonly referred to as deferred acquisition costs. The amendments in this update affect insurance entities that are within the scope of Topic 944 Financial Services – Insurance (which includes but is not limited to stock life insurance entities, mutual life insurance entities, and property and liability insurance entities), that incur costs in the acquisition of new and renewal insurance contracts. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The amendments in this update should be applied prospectively upon adoption. Retrospective application to all prior periods presented upon the date of adoption also is permitted, but not required. Early adoption is permitted, but only at the beginning of an entity’s annual reporting period. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

2.	Summary of significant accounting policies (Cont’d)

In December 2010, the FASB issued Accounting Standard Update No. 2010-28 (ASU No. 2010-28) “Intangibles – Goodwill and Other (Topic 350).” ASU No. 2010-28 addresses questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step 1 of the goodwill impairment test, as stated in Topic 350, is passed in those circumstances because the fair value of their reporting unit will generally be greater than zero. The amendments in this update do not provide guidance on how to determine the carrying amount or measure the fair value of the reporting unit. The amendments in this update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For public entities, the amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is permitted. For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using effective date for public entities. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2010, the FASB issued Accounting Standard Update No. 2010-29 (ASU No. 2010-29) “Business Combinations (Topic 805).” ASU No. 2010-29 addresses the diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments in this update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments in this update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this guidance has not had and is not expected to have a material impact on the Company’s consolidated financial statements.

Other ASUs not effective until after December 31, 2010, are not expected to have a significant effect on the Company’s consolidated financial position or results of operations.

3.	Finance costs

	Twelve months ended
	December 31
	2010		2009

Amortization of loan discount	$	41,250	$	55,000
Interest on convertible loan		17,500		-

	$	58,750	$	55,000

During the twelve months ended December 31, 2010 and 2009, loan interest expenses payable to a related company were $17,500 and $0 respectively.

4.	Discontinued operations

On December 20, 2010, ONE delivered written notice to the Company that ONE elected to exercise the option that was granted pursuant to the Option Agreement dated April 14, 2010, to acquire 100% of the stock of Elevated Throne and in consideration therefore, ONE agreed to (i) convert the $1,700,000 loan ONE made to Elevated Throne on or about January 19, 2010, into an equity investment in Elevated Throne, (ii) convert the $300,000 loan ONE made to the Company on or about September 1, 2009, into a $300,000 equity investment in Elevated Throne, (iii) cancel the Convertible Note Purchase Agreement between the Company and ONE dated on or about September 1, 2009, and (iv) cancel the 10% Convertible Bridge Loan Note Due September 1, 2010, in the principal amount of $300,000 from ONE to the Company.

An analysis of income from discontinued operations is summarized as follows:

	Year ended December 31,
	2010			2009
Sales revenue	$	3,259,429		$	13,297,616
Cost of sales		(1,469,280	)		(5,553,342	)
Gross profit		1,790,149			7,744,274
Expenses		587,101			1,808,047
Income before tax		1,203,048			5,936,227
Income taxes		(253,853	)		(1,493,555	)
Income from discontinued operations	$	949,195		$	4,442,672

(i) Defined contribution plan

Pursuant to the relevant PRC regulations, the Company is required to make contributions at a rate of 29% of the average salaries for the latest fiscal year-end of Fujian Province to a defined contribution retirement scheme organized by a state-sponsored social insurance plan in respect of the retirement benefits for the Company's employees in the PRC. The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to expenses.

The Company contributed $30,121 and $47,803 to the scheme for the twelve months ended December 31, 2010 and 2009 respectively.

(ii) Income taxes

United States

The Company is subject to the United States of America Tax law at tax rate of approximately 40%. No provision for the US federal income taxes has been made as the Company had no taxable income in this jurisdiction for the reporting years.

BVI

Elevated Throne was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.

PRC

The PRC’s legislative body, the National People’s Congress, adopted the unified Corporate Income Tax Law on March 16, 2007. This new tax law replaces the existing separate income tax laws for domestic enterprises and foreign-invested enterprises and became effective on January 1, 2008. Under the new tax law, a unified income tax rate is set at 25% for both domestic enterprises and foreign-invested enterprises.

Accordingly, the PRC entities are subject to PRC enterprise income tax at the rate of 25% on their assessable profits during each twelve month period ending December 31.

The components of the provision for income taxes are:

	Year ended December 31,
	2010		2009

Current taxes - PRC	$	237,490	$	1,403,897
Deferred taxes		16,363		89,658

	$	253,853	$	1,493,555

The following table reconciles the Group’s effective tax rate:

PRC income taxes	25	%	25	%
Local income tax adjustment	(3.9	)%	0.2	%
Effective income tax rates	21.1	%	25.2	%

5.	Earnings per share

The basic and diluted earnings per share are calculated using the net (loss) income attributable to common stock and the weighted average number of shares outstanding during the reporting years. All share and per share data have been adjusted to reflect the recapitalization of the Company in the RTO.

The diluted earnings per share for the fiscal year ended December 31, 2010 is anti dilutive. For year ended December 31, 2009, the diluted earnings is calculated based on the net income attributable to common stock for the year and the weighted average number of 17,289,953 shares which includes the adjustment for the preferred shares outstanding of 5,101 convertible into common shares of 5,101,000 and the conversion of warrants into common stock in the last quarter of 2009.

6.	Available-for-sale securities

On April 14, 2010, the Preferred Share Purchase Agreement made effective as of June 17, 2009, between the Company and ONE was cancelled, As a result, ONE returned to the Company the 5,101 shares of Green Planet preferred stock that were issued to ONE pursuant to the Preferred Share Purchase Agreement, and the Company returned to ONE the 200,962 shares of ONE’s common stock that was issued to the Company pursuant to the Preferred Share Purchase Agreement.

7.	Assets held for resale and liabilities associated with assets held for resale

The carrying amounts of assets held for resale and liabilities associated with assets held for resale comprises the following:

	December 31, 2010		December 31, 2009
Cash and cash equivalents	$	-	$	791,107
Receivables, net		-		5,078,734
Inventory		-		1,203,490
Deferred taxes		-		99,542
Prepaid and other receivables		-		815,781
Prepayments of operating leases		-		9,502,044
Property, plant and equipment, net		-		3,507,538
Land use rights		-		1,000,428
Intangible assets		-		681,315
Deposits for acquisition of intangible assets		-		161,151
Total assets	$	-	$	22,841,130
Accounts payable	$	-	$	487,912
Other payables and accrued liabilities		-		541,371
Amounts due to a related party		-		316,189
Amount due to a stockholder		-		34,528
Deferred taxes		-		148,581
Secured loans from a financial institution		-		1,860,561
Income tax payable		-		611,745
Deferred revenue		-		62,995
Total liabilities	$	-	$	4,063,882

(i) Inventory

	December 31, 2010		December 31, 2009
Raw materials	$	-	$	124,132
Work-in-progress		-		1,022,630
Finished goods		-		56,728
	$	-	$	1,203,490

(ii) Deferred taxes

Deferred tax assets and liabilities as of December 31, 2010 and 2009 comprised the following:

	December 31,		December 31,
	2010		2009
The PRC
Deferred tax assets:
Decelerated amortization of intangible assets	$	-	$	23,074
Provision of expenses		-		76,468
Deferred tax liabilities:	$	-	$	99,542
Rental expenses capitalized in inventory
	$		$	(148,581)

(iii) Prepayments of operating lease

There were no amounts for prepayments of operating lease as of December 31, 2010. The prepayments of $9.5 million as of December 31, 2009 represent the carrying value of two land leases arrangements with the Forestry Bureau of Sanming City.

(iv) Property, plant and equipment, net

	December 31,		December 31,
Cost:
Buildings	$	-	$	1,926,273
Plant and machinery		-		1,245,877
Office equipment		-		110,816
Motor vehicles		-		108,579
		-		3,391,545
Accumulated depreciation		-		(769,751	)
		-		2,621,794
Construction in progress		-		885,744
Net	$	-	$	3,507,538

Construction in progress mainly comprises capital expenditure for construction of the Company’s new office and machinery.

As of December 31, 2009, certain property, plant and equipment of net book value of $1.6 million have been pledged for the loans granted to the Company. The loans have since been repaid in 2010 and the pledge is no longer in effect.

During the reporting years, depreciation is included under discontinued operations in:

	Twelve months ended
	December 31
	2010		2009
Cost of sales	$	49,735	$	131,156
Expenses		25,494		92,833
Total	$	75,229	$	223,989

(v) Land use rights

	December 31, 2010		December 31, 2009
Land use rights	$	-	$	1,122,540
Accumulated amortization		-		(122,112	)
	$	-	$	1,000,428

There were no land use rights as of December 31, 2010. The carrying amount of land use rights as of December 31, 2009 comprises two land use rights, which were acquired for building factories and offices, with carrying amounts of $92,638 and $907,790 respectively.

During the twelve months ended December 31, 2010 and 2009, amortization charge was $5,615 and $61,801 respectively and was included under discontinued operations in expenses.

(vi) Intangible assets

	December 31, 2010		December 31, 2009
Technologies	$	-	$	871,680
Software		-		3,179
		-		874,859
Accumulated amortization		-		(193,544	)
Net	$	-	$	681,315

The technologies were purchased from third parties for producing products - Solanesol, Organic Green Barley Supplements (Paiqianshu) and Q10 Health Supplements. The application for related patent is in process and has been initially accepted by the relevant government department.

During the years ended December 31, 2010 and 2009, amortization charge was $26,910 and $63,631 respectively.

(vii) Other payables and accrued liabilities

	December 31,		December 31,
	2010		2009
Salaries payable	$	-	$	71,337
Other accrued expenses		-		311,037
Value-added tax payable		-		158,997
	$	-	$	541,371

(viii) Amount due to a stockholder

The amount due to a stockholder is interest-free, unsecured and repayable on demand.

(ix) Secured loans from a financial institution

As of December 31, 2010, there are no longer any loans secured with any lender. The Company’s loans as of December 31, 2009 in the total amount of $1,860,561 which carried interest at the annual rate of 7.434% have been duly paid off in 2010. As a result, the Company’s pledged plant, equipment, and land use rights are no longer in effect.

8.	Amount due to a related party (including the amount reported under liabilities associated with assets held for resale) The amount is interest-free, unsecured and repayable on demand.

9.	Convertible loan payable As a result of the transaction as described under Note 4 discontinued operations, the convertible loan payable was cancelled

10.	Common stock and preferred stock

Common stock

The Company did not issue any common stock or warrants for the twelve months ended December 31, 2010. 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 provided the holder with the right to vote 1,000 votes on all matters submitted to a vote of the shareholders of the Company and be convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

11.	Statutory reserve

The Company’s statutory reserve as of December 31, 2010 and December 31, 2009 is $0 and $1.3 million respectively. The balance as of December 31, 2009 comprise statutory reserve fund of Sanming Huajian. In accordance with the relevant laws and regulations of the PRC, Sanming Huajian and Fujian Green Planet are required to set aside at least 10% of their after-tax net profit each year, if any, to fund the statutory reserve until the balance of the reserve reaches 50% of their respective registered capital. The statutory reserve is not distributable in the form of cash dividends and can be used to make up cumulative prior years’ losses.

12.	Stock-based compensation

There was no non-cash stock-based compensation recognized for the twelve months ended December 31, 2010. For the twelve months period ended December 31, 2009, the Company recognized total non-cash stock-based compensation of $13,130 in connection with 404,000 shares of common stocks issued to several management personnel of the Company in return for their services rendered.

The Company granted certain consultants warrants to purchase in aggregate 5,578,333 shares of its common stock in year 2008. The exercise price of 4,718,333 warrants granted in October 2008 is $0.001 while the remaining 860,000 warrants granted in December 2008 is $0.01. All warrants were fully vested on the date of grant and will expire in 5 years from the respective date of grant. In 2009, all the warrants were either exercised or cancelled except 152,599 warrants.

There were no warrants activity during the twelve months ended December 31, 2010. See below chart referencing outstanding warrants as of December 31, 2010.

			Number of warrants
Month of grant	Exercise price		Outstanding as of January 1, 2010		Exercised		Granted/ forfeited/ cancelled		Outstanding as of December 31, 2010
October 2008	$	0.001		152,599		-		-		152,599

13.	Commitments and contingencies

(a)	Capital commitments

(i)	As of December 31, 2010 and December 31, 2009, the Company had capital commitment of $0 and $261,117 respectively in respect of the acquisition of property, plant and equipment that were contracted but not provided for in the financial statements.

(ii)

As of December 31, 2010 and December 31, 2009, the Company had capital commitment of $0 and $161,151 respectively in respect of the acquisition of intangible assets that were contracted but not provided for in the financial statements.

The deposits for the acquisition of intangible assets reported under assets held for resale represent prepayments to certain academic institutions to acquire new technologies, which are still in progress and not ready for use at the respective balance sheet dates. The amounts will be transferred to intangible assets reported under assets held for resale, for amortization upon completion of the development.

(b)	Operating lease arrangements As of December 31, 2010, the Company has no longer any operating leases for its office premises and lands.

14.	Segment information

Segment information reporting under SFAS 131 “Disclosures about Segments of an Enterprise and Related Information” for the Company is no longer applicable as the Company has transferred all its business units pursuant to the transaction as fully described under Note 4 above.

15.	Related party transactions

Apart from the transactions as disclosed in Notes 3, 4 and 9 above, during the twelve months ended December 31, 2010 and 2009, the Company paid rental expenses of $4,711 and $4,709 respectively to an entity in which a shareholder, who is also the Chief Executive Officer and Director of the Company, has a beneficial interest.

16.	Subsequent event None.

Attached files

Green Planet Bio Engineering Co. Ltd. Reports

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