SC 13D 1 v130931_sc13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

GREEN PLANET BIOENGINEERING CO. LIMITED
(Name of Issuer)


COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
(CUSIP Number)

David Manno, Esq., 61 Broadway, 32nd Floor: New York New York 10006; (212) 930-9700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 24, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.


(Continued on following pages)

(Page 1 of 5 Pages)


 
CUSIP No.
 
 
13D
 
Page 2 of 5 Pages

 
1
 
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
Min Zhao
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) £
(b) ý
 
3
 
SEC USE ONLY
 
4
 
SOURCE OF FUNDS* SC
 
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
People’s Republic of China

 
 
NUMBER OF
    SHARES
 
7
 
SOLE VOTING POWER
8,060,750 Shares of Common Stock which entitles Min Zhao to 8,060,750 votes.
 
BENEFICIALLY
OWNED BY
 
8
 
SHARED VOTING POWER
0
 
EACH
REPORTING
 
9
 
SOLE DISPOSITIVE POWER
8,060,750 Shares of Common Stock which entitles Min Zhao to 8,060,750 votes.
 
PERSON WITH
 
10
 
SHARED DISPOSITIVE POWER
0

 
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
Common Stock-8,060,750 shares
 
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ¨
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock- 53% of the issued and outstanding common stock
 
14
 
TYPE OF REPORTING PERSON*
IN





Item 1. Security and Issuer.

This Schedule 13D relates to shares of Common Stock, $0.001 par value per share (the "Common Shares") of Green Planet Bioengineering Co. Limited (the "Issuer"). The principal executive office of the Issuer is located at 18851 NE 29th Avenue, Suite 700, Aventura, FL 33180.

Item 2. Identity and Background.

This statement is being filed by Min Zhao. The acquisition of Shares reported in this Schedule 13D was made by Mr. Zhao. The address of Mr. Zhao’s principal place of business is c/o Green Planet Bioengineering Co., Limited, 18851 NE 29th Avenue, Suite 700, Aventura, FL 33180.

During the past five years, Mr. Zhao has not been (a) convicted in a criminal proceeding, or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Zhao is a citizen of the People’s Republic of China.

Item 3. Source and Amount of Funds or Other Consideration.

On October 24, 2008, Elevated Throne Overseas Ltd.(“Elevated Throne”), a British Virgin Island Company, the Issuer and the shareholders of Elevated Throne (including Mr. Zhao) entered into a Share Exchange Agreement whereby all of the shares of Elevated Throne were exchanged for all of the issued and outstanding shares of common stock of the Issuer. Mr. Zhao was one of two shareholders of Elevated Throne and in exchange for his shares of Elevated Throne, received 8,060,750 shares of the Issuer. No part of the purchase price paid by Mr. Zhao was borrowed or otherwise obtained for the purpose of acquiring the securities of the Issuer.

Item 4. Purpose of Transaction.

Mr. Zhao acquired these Shares pursuant to a Share Exchange Agreement as described in Item 3.

Notwithstanding the foregoing, Mr. Zhao does not have any present plans or proposals which relate to or would result in:

 
(a)
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
 
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
 
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
 
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
 
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
 
(f)
Any other material change in the Issuer’s business or corporate structure;
 
(g)
Changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition or control of the Issuer by any person;
 
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)
A class of equity security of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
 
(j)
Any action similar to any of those enumerated above.




Item 5. Interest in Securities of the Issuer.

As of November 4, 2008, the aggregate number and percentage of the Common Stock of the Issuer beneficially owned by Mr. Zhao is 8,060,750 shares. Mr. Zhao has the sole power to vote or dispose of all of his respective Shares. Mr. Zhao has not effectuated any transactions involving the securities in the last 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Zhao and any other person with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

None.



SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.



November 4, 2008
/s/  Min Zhao
 
Min Zhao