10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_______________________

FORM 10-Q

_______________________

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2013

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from___________ to ____________

Commission file number 000-52622

GREEN PLANET BIOENGINEERING CO., LTD.

(Exact Name of Registrant as Specified in its charter)

Delaware	37-1532842
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

19950 West Country Club Drive,
Suite 100,Aventura, Florida	33180
(Address of principal executive offices)	(Zip Code)

(305) 328-8662

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ¨    No ¨

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x

(Do not check if a smaller company)

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

The number of shares of common stock outstanding as of May 10, 2013 was 20,006,402.

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012	1
	Statements of Income for the Three Months Ended March 31, 2013 and 2012	2
	Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012	3
	Notes to the Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	8
Item 4.	Controls and Procedures	8
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults upon Senior Securities	9
Item 4.	Reserved	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	SIGNATURES	10

i

INTERIM FINANCIAL STATEMENTS

The unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions under Regulation S-X of the Securities and Exchange Commission (“SEC”) Form 10-Q. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2012.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as of the period reporting date, and the results of its operations and cash flows for the fiscal period end. The results of operations for the fiscal period end are not necessarily indicative of the results to be expected for future quarters or the full fiscal year.

 FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934.  These statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words “expects,” “anticipates,” “intends,” “believes,” “may,” “will,” “should,” “could,” “plans,” “estimates,” and similar language or negative of such terms.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals.  Actual events or results may differ materially.  We undertake no obligation to publicly release any revisions to the   forward-looking statements or reflect events or circumstances taking place after the date of this document.

ii

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Green Planet Bioengineering Co., Ltd.

Balance Sheets

(Stated in US Dollars)

	March 31,	December 31,
	2013	2012
	(Unaudited)
ASSETS
Current assets

Cash and cash equivalents	$	-		$	-
TOTAL CURRENT ASSETS / TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current liabilities
Accounts payable	$	179		$	179
Accrued liabilities		22,059			17,500
Amount due to a related party		25,145			25,145
TOTAL CURRENT LIABILITIES / TOTAL LIABILITIES		47,383			42,824
STOCKHOLDERS’ DEFICIT
Preferred stock: par value of $0.001 per share
Authorized: 10,000,000 shares at March 31, 2013 and December 31, 2012
Issued and outstanding: 0 shares at March 31, 2013 and December 31, 2012		-			-
Common stock: par value of $0.001 per share
Authorized: 250,000,000 shares at March 31, 2013 and December 31, 2012
Issued and outstanding: 20,006,402 shares at March 31, 2013 and December 31, 2012		20,006			20,006
Additional paid-in-capital		609,614			609,614
Accumulated deficit		(677,003	)		(672,444	)
TOTAL STOCKOLDERS’ DEFICIT		(47,383	)		(42,824	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

See Notes to the Financial Statements

1

Green Planet Bioengineering Co., Ltd.

Statements of Income

(Unaudited)

(Stated in US Dollars)

	Three months ended March 31,
	2013			2012
				As Restated
Administrative expenses	$	(4,559	)	$	(6,959	)
Loss before income taxes		(4,559	)		(6,959	)
Provision for income taxes		-			-
Net loss		(4,559	)		(6,959	)
Earnings per share
-Basic and diluted	$	0.00		$	0.00
Weighted average number of shares outstanding
-Basic and diluted		20,006,402			20,006,402

See Notes to the Financial Statements

2

Green Planet Bioengineering Co., Ltd.

Statements of Cash Flows

(Unaudited)

(Stated in US Dollars)

	Three months ended March 31,
	2013			2012
				As Restated
Cash flows from operating activities
Net loss	$	(4,559	)	$	(6,959	)
Changes in operating assets and liabilities:
Accounts payable		-			308
Accrued liabilities		4,559			5,983
Net cash flows used in operating activities		-			(668	)
Cash flows from investing activities		-			-
Cash flows from financing activities		-			-
Net decrease in cash and cash equivalents		-			(668	)
Cash and cash equivalents – beginning of period		-			668
Cash and cash equivalents – end of period	$	-		$	-
Supplemental disclosures for cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See Notes to the Financial Statements

3

Green Planet Bioengineering Co., Ltd

Notes to the Financial Statements

(Unaudited)

1.Organization

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) on April 14, 2010.

In March 2012, the Company became a subsidiary of Global Fund Holdings Corp. an Ontario, Canada corporation.

2. Summary of significant accounting policies

Basis of Presentation

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

Use of estimates

In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

Earnings per share

Earnings (loss) per common share is reported in accordance with ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings for all entities with complex capital structures.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

Income Taxes

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

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

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

4

Recent Changes in Accounting Standards

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

Reclassifications

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

3. Going concern

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

4. Preferred stock / Common stock

Preferred stock

The Company is authorized under its Articles of Incorporation to issue 10 million shares of preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the stockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

Common stock

The Company is authorized to issue 250 million shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2013, the Company did not issue any shares of common stock or warrants.

5. Stock-based compensation

There were no non-cash stock-based compensation recognized for the three months ended March 31, 2013 and 2012.

There was no warrant activity during the three months ended March 31, 2013. See table below for outstanding warrants as of March 31, 2013:

	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013	152,599	$	0.001	0.80	$	-
Issued	-		-	-		-
Exercised	-		-	-		-
Forfeited/cancelled	-		-	-		-
Outstanding at March 31, 2013	152,599	$	0.001	0.55	$	-
Exercisable at March 31, 2013	152,599	$	0.001	0.55	$	-

The fair value of the above warrants at the date of grant in October 2008 was determined using the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 3.61%, volatility of 60%, zero expected dividends and expected life of 5 years.

5

The following information applies to warrants outstanding and exercisable as of  March 31, 2013:

		Warrants Outstanding				Warrants Exercisable
Exercise price		Shares	Weighted- Average Remaining Contractual Term (in years)	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
$	0.001	152,599	0.55	$	0.001	152,599	$	0.001

6.  Restatement

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

During the fourth quarter of 2012, the Company subsequently reclassified this gain as a capital contribution  and has updated the Statement of Operations for the three months ended March 31, 2012 and the related Statement of Cash Flows as of March 31, 2012 to reflect this reclassification as follows:

Statement of Operations – For the Three Months Ended March 31, 2012

	As Originally Reported			As  Restated
Administrative expenses	$	(6.959	)	$	(6,959	)
Gain from extinguishment of debt		178,589			-
Income (loss) before income taxes		171,630			(6,959	)
Statement of Cash Flows for the Three Months Ended March 31, 2012
Net income (loss)	$	171,630		$	(6,959	)
Adjustments to reconcile net income to net cash used by operating activities:
Gain from extinguishment of debt		(178,589	)		-
Changes in operating assets and liabilities:
Accounts payable		308			308
Accrued liabilities		5,983			5,983
Net cash flows used in operating activities	$	(668	)	$	(668	)

6

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

General Overview

The Company operates as a public reorganized corporation with the business purpose to acquire or merge with an existing business operation.

Results of Operations and Financial Condition for the three months ended March 31, 2013, as compared to the three months ended March 31, 2012

The Company had no active business operations for the periods ended March 31, 2013 and March 31, 2012. Expenses consist of accounting, legal and filing fees.

Liquidity and capital resources

The Company had no active business operations for the three months ended March 31, 2013. Accordingly, the Company had no liquidity and capital resources for the period.

Risk factors

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

Significant Estimates

Critical accounting polices include the areas where we have made what we considered to be particularly subjective or complex judgments in making estimates and where these estimates can significantly impact our financial results under different assumptions and conditions.

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Market Risks

There has been no material change in market risks since our last Annual Report on Form 10-K for the year ended December 31, 2012.

7

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the fiscal period end, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

8

PART II OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

None

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.     RESERVED

ITEM 5.     OTHER INFORMATION

None

ITEM 6.     EXHIBITS

31         Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32         Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 350

9

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 20th day of May, 2013.

	GREEN PLANET BIOENGINEERING CO., LTD.
Date: May 20, 2013	By:	/s/ Jordan Weingarten
		Jordan WeingartenPresident and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

10

EX-31

Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Jordan Weingarten, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Green Planet Bioengineering Co., Ltd.;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures and evaluated the effectiveness of our internal control over financial reporting, and presented in this report my conclusions about the effectiveness of our internal control over financial reporting, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;  

5.   I have disclosed, based on my most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: May 20, 2013	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Green Planet Bioengineering Co. Limited (the “Company”) on Form 10-Q for the period ended March 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mr. Jordan Weingarten, President and CFO of the Company, certify, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

(1)                   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)                   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 20, 2013	By:	/s/ Jordan Weingarten
		Jordan Weingarten
		President and Chief Financial Officer (Principal Executive Officer and Principal  Financial Officer)

XML

4. Preferred stock / Common stock

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

4. Preferred stock / Common stock

Preferred stock

The Company is authorized under its Articles of Incorporation to issue 10 million shares of preferred stock with a par value of $0.001 per share. Each share of the Company’s preferred stock provides the holder with the right to vote 1,000 votes on all matters submitted to a vote of the stockholders of the Company and is convertible into 1,000 shares of the Company’s common stock. The preferred stock is non-participating and carries no dividend.

Common stock

The Company is authorized to issue 250 million shares of common stock with a par value of $0.001 per share. During the three months ended March 31, 2013, the Company did not issue any shares of common stock or warrants.

XML

3. Going Concern

3 Months Ended

Mar. 31, 2013

Text Block [Abstract]

3. Going Concern

The financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently a public reorganized corporation and has no current business activity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

XML

Balance Sheets (Unaudited) (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	179	179
Accrued liabilities	22,059	17,500
Amount due to a related party	25,145	25,145
TOTAL LIABILITIES	47,383	42,824
STOCKHOLDERS' DEFICIT
Preferred stock: par value of $0.001 per share Authorized: 10,000,000 shares at March 31, 2013 and December 31, 2012; Issued and outstanding: 0 shares at March 31, 2013 and December 31, 2012
Common stock: par value of $0.001 per share Authorized: 250,000,000 shares at March 31, 2013 and December 31, 2012; Issued and outstanding: 20,006,402 shares at March 31, 2013 and December 31, 2012	20,006	20,006
Additional paid-in capital	609,614	609,614
Accumulated deficit	(677,003)	(672,444)
TOTAL STOCKHOLDERS' DEFICIT	(47,383)	(42,824)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 0

XML

1. Organization

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. Organization

Mondo Acquisition II, Inc. was incorporated in the State of Delaware on October 30, 2006 and changed the name to Green Planet Bioengineering Co., Ltd. (“Company”) on October 2, 2008. In October 2008, the Company acquired Elevated Throne Overseas Ltd, incorporated in British Virgin Islands, and its subsidiaries which was subsequently divested to One Bio, Corp (“ONE”) on April 14, 2010.

In March 2012, the Company became a subsidiary of Global Fund Holdings Corp. an Ontario, Canada corporation.

XML

2. Summary of significant accounting policies

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

2. Summary of significant accounting policies

Basis of Presentation

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

Use of estimates

In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

Earnings per share

Earnings (loss) per common share is reported in accordance with ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings for all entities with complex capital structures.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

Income Taxes

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

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

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

 
Recent Changes in Accounting Standards

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

Reclassifications

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

XML

Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
STOCKHOLDERS' DEFICIT
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	250,000,000	250,000,000
Common stock, Issued	20,006,402	20,006,402
Common stock, outstanding	20,006,402	20,006,402

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6. Restatement (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Administrative expenses	$ 4,559	$ 6,959
Income (loss) before income taxes
Net income (loss)	(4,559)	(6,959)
Changes in operating assets and liabilities:
Accounts payable		308
Accrued liabilities	4,559	5,983
Net cash flows used in operating activities		(668)
As Originally Reported
Administrative expenses	(6,959)
Gain from extinguishment of debt	178,589
Income (loss) before income taxes	171,630
Net income (loss)	171,630
Adjustments to reconcile net income to net cash used by operating activities:
Gain from extinguishment of debt	(178,589)
Changes in operating assets and liabilities:
Accounts payable	308
Accrued liabilities	5,983
Net cash flows used in operating activities	(668)
As Restated
Administrative expenses	(6,959)
Gain from extinguishment of debt
Income (loss) before income taxes	(6,959)
Net income (loss)	(6,959)
Adjustments to reconcile net income to net cash used by operating activities:
Gain from extinguishment of debt
Changes in operating assets and liabilities:
Accounts payable	308
Accrued liabilities	5,983
Net cash flows used in operating activities	$ (668)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 10, 2013
Document And Entity Information
Entity Registrant Name	Green Planet Bio Engineering Co. Ltd.
Entity Central Index Key	0001392449
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		20,006,042
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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1. Organization (Details Narrative)	3 Months Ended
	Mar. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
State of incorporation	State of Deleware
Incorporation Date	Oct. 30, 2006

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Statements of Income (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Income Statement [Abstract]
Administrative expenses	$ (4,559)	$ (6,959)
Loss before taxes	(4,559)	(6,959)
Provision for income taxes
Net income (loss)	$ (4,559)	$ (6,959)
Earnings per share
Basic and diluted	$ 0.00	$ 0.00
Weighted average number of shares outstanding :
Basic and diluted	20,006,402	20,006,402

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2. Summary of significant accounting policies (Policies)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements

Basis of Presentation

Basis of Presentation

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

Use of estimates

Use of estimates

In preparing the financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods reported. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents.

Earnings per share

Earnings per share

Earnings (loss) per common share is reported in accordance with ASC Topic 260 “Earnings per Share” which requires dual presentation of basic earnings per share (“EPS”) and diluted EPS on the face of all statements of earnings for all entities with complex capital structures.  Diluted EPS reflects the potential dilution that could occur from common shares issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of these options, warrants and convertible securities are excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

Income Taxes

Income Taxes

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

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

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

Recent Changes in Accounting Standards

Recent Changes in Accounting Standards

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

Reclassifications

Reclassifications

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

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6. Restatement

3 Months Ended

Mar. 31, 2013

Equity [Abstract]

6. Restatement

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

During the fourth quarter of 2012, the Company subsequently reclassified this gain as a capital contribution  and has updated the Statement of Operations for the three months ended March 31, 2012 and the related Statement of Cash Flows as of March 31, 2012 to reflect this reclassification as follows:

Statement of Operations – For the Three Months Ended March 31, 2012

	As Originally Reported			As Restated
Administrative expenses	$	(6.959	)	$	(6.959	)
Gain from extinguishment of debt		178,589			-
Income (loss) before income taxes		171,630			(6,959	)
Statement of Cash Flows for the Three Months Ended March 31, 2012
	$	171,630		$	(6.959	)
Net income (loss)
Adjustments to reconcile net income to net cash used by operating activities:
Gain from extinguishment of debt		(178,589	)		-
Changes in operating assets and liabilities:
Accounts payable		308			308
Accrued liabilities		5,983			5,983
Net cash flows used in operating activities	$	(668	)	$	(668	)

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4. Preferred stock / Common stock (Details Narrative) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Notes to Financial Statements
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	250,000,000	250,000,000

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5.Stock-based compensation (Details) (USD $)	3 Months Ended
	Mar. 31, 2013
Notes to Financial Statements
Number of Warrants Outstanding, Beginning	152,599
Number of Warrants Issued
Number of Warrants Exercised
Number of Warrants Forfeited/cancelled
Number of Warrants Outstanding, Ending	152,599
Number of Warrants Exercisable	152,599
Weighted Average Exercise Price Outstanding, Beginning	$ 0.001
Weighted Average Exercise Price Issued
Weighted Average Exercise Price Exercised
Weighted Average Exercise Price Forfeited/cancelled
Weighted Average Exercise Price Outstanding, Ending	$ 0.001
Weighted Average Exercise Price Exercisable	$ 0.001
Weighted Average Remaining Contractual Term (in years), Beginning	9 months 18 days
Weighted Average Remaining Contractual Term (in years), Ending	6 months 18 days
Weighted Average Remaining Contractual Term (in years) Exercisable	6 months 18 days
Aggregate Intrinsic Value Outstanding, Beginning
Aggregate Intrinsic Value Issued
Aggregate Intrinsic Value Exercised
Aggregate Intrinsic Value Forfeited/canceled
Aggregate Intrinsic Value Outstanding, Ending
Aggregate Intrinsic Value Exercisable

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5. Stock-based compensation (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule Of Warrants Outstanding and Exercisable

	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013	152,599	$	0.001	0.80	$	-
Issued	-		-	-		-
Exercised	-		-	-		-
Forfeited/cancelled	-		-	-		-
Outstanding at March 31, 2013	152,599	$	0.001	0.55	$	-
Exercisable at March 31, 2013	152,599	$	0.001	0.55	$	-

Schedule Of Warrants Outstanding

		Warrants Outstanding				Warrants Exercisable
Exercise price		Shares	Weighted- Average Remaining Contractual Term (in years)	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
$	0.001	152,599	0.55	$	0.001	152,599	$	0.001

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6. Restatement (Tables)

3 Months Ended

Mar. 31, 2013

Restatement Tables

Schedule of statement of oeprations

	As Originally Reported			As Restated
Administrative expenses	$	(6.959	)	$	(6.959	)
Gain from extinguishment of debt		178,589			-
Income (loss) before income taxes		171,630			(6,959	)
Statement of Cash Flows for the Three Months Ended March 31, 2012
	$	171,630		$	(6.959	)
Net income (loss)
Adjustments to reconcile net income to net cash used by operating activities:
Gain from extinguishment of debt		(178,589	)		-
Changes in operating assets and liabilities:
Accounts payable		308			308
Accrued liabilities		5,983			5,983
Net cash flows used in operating activities	$	(668	)	$	(668	)

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5. Stock-based compensation (Details 1) (USD $)	Mar. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Exercise price Warrants Outstanding	$ 0.001
Warrants Outstanding, Shares	152,599
Warrants Outstanding, Weighted Average Remaining Contractual Term	6 months 18 days
Warrants Outstanding,Weighted Average Exercise Price	$ 0.001
Warrants Exercisable, Shares	152,599
Warrants Exercisable, Weighted Average Exercise Price	$ 0.001

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Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities
Net loss	$ (4,559)	$ (6,959)
Changes in operating assets and liabilities :
Accounts payable		308
Accrued liabilities	4,559	5,983
Net cash flows used by operating activities		(668)
Cash flows from investing activities
Cash flows from financing activities
Net decrease in cash and cash equivalents		(668)
Cash and cash equivalents - beginning of period		668
Cash and cash equivalents - end of period
Supplemental disclosures for cash flow information:
Cash paid for interest
Cash paid for Income taxes

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5. Stock-based compensation

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

5. Stock-based compensation

There were no non-cash stock-based compensation recognized for the three months ended March 31, 2013 and 2012.

There was no warrant activity during the three months ended March 31, 2013. See table below for outstanding warrants as of March 31, 2013:

	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at January 1, 2013	152,599	$	0.001	0.80	$	-
Issued	-		-	-		-
Exercised	-		-	-		-
Forfeited/cancelled	-		-	-		-
Outstanding at March 31, 2013	152,599	$	0.001	0.55	$	-
Exercisable at March 31, 2013	152,599	$	0.001	0.55	$	-

The fair value of the above warrants at the date of grant in October 2008 was determined using the Black-Scholes valuation model with the following assumptions: risk-free interest rate of 3.61%, volatility of 60%, zero expected dividends and expected life of 5 years.

The following information applies to warrants outstanding and exercisable as of  March 31, 2013:

		Warrants Outstanding				Warrants Exercisable
Exercise price		Shares	Weighted- Average Remaining Contractual Term (in years)	Weighted- Average Exercise Price		Shares	Weighted- Average Exercise Price
$	0.001	152,599	0.55	$	0.001	152,599	$	0.001

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5. Stock-based compensation (Details Narrative)	3 Months Ended
	Mar. 31, 2013
Notes to Financial Statements
Risk free interest rate	3.61%
Expected volatility	60.00%
Expected dividend yield	0.00%
Expected life	5 years