Green Planet 10Q 2007 Q2 Quarterly report

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe that the following accounting policies are the most critical to aid the reader to fully understand and evaluate our reported financial results.

Revenue Recognition

Revenues are recognized at the time of shipment of products to customers, or at the time of transfer of title, if later, and when collection is reasonably assured. All amounts in a sales transaction billed to a customer related to shipping and handling are reported as revenues.

Provisions for sales discounts and rebates to customers are recorded, based upon the terms of sales contracts, in the same period the related sales are recorded, as a deduction to the sale. Sales discounts and rebates are offered to certain customers to promote customer loyalty and encourage greater product sales.

Inventories

Inventories are stated at the lower of cost or market value. Cost of inventories is determined by the first-in, first-out (FIFO) method. Obsolete or abandoned inventories are charged to operations in the period that it is determined that the items are not longer viable sales products. The cost of products produced in the development and experimental stages are expensed as incurred until it is determined that the product is both salable and a viable commercial product.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This standard requires that such items be recognized as current-period charges. The standard also establishes the concept of “normal capacity” and requires the allocation of fixed production overhead to inventory based on the normal capacity of the production facilities. Any unallocated overhead must be recognized as an expense in the period incurred. This standard is effective for inventory costs incurred starting January 1, 2006. The company does not believe the adoption of this standard will have a material impact on its financial position, results of operations or cash flows.

Equipment and Depreciation

The equipment and computers used by the Company are used in the sales, marketing and administrative functions of our operations and as such depreciation is included in operating expenses. During the periods presented, the Company did not provide manufacturing assets to its suppliers and therefore no depreciation is included in the cost of goods sold.

Valuation of Intangible Assets

Our intangible assets include trademarks, product rights, technology rights, and governmental license, all of which are accounted for based on Financial Accounting Standard Statement No. 142 Goodwill and Other Intangible Assets (“FAS 142”). As described below, intangible assets that have indefinite useful lives are not amortized but are tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Intangible assets with limited useful lives are amortized using the straight-line method over their estimated period of benefit.

We will undertake an annual impairment analysis of all intangible assets. Trademarks, product rights and technology rights developed by us are carried a no value on the books of the Company. On March 31, 2006 the Company acquired White Sands, L.L.C. and its completed registration process from the Environmental Protection Agency (“EPA”) for its Clean Boost diesel fuel additive, as required for sale of products to the trucking and related industries. This was the major asset acquired in the transaction and will be amortized on a straight line basis over its estimated useful life of seven years. This license will be evaluated annual for impairment. Impairment exists if the carrying amount is less than its estimated fair value, resulting in a write-down equal to the difference between the carrying amount and the estimated fair value.

We have made no impairment adjustments to recorded intangible assets. Our carrying value of intangible assets at March 31, 2006 was $887,055. No intangible assets with an assigned value existed prior to March 31, 2006. The value recorded for intangible assets represent fair value calculated by accepted valuation methods. Such valuations require critical estimates and assumptions derived from and which include, but are not limited to: (i) estimated cash flows, (ii) discount rates, (iii) patent expiration information, (iv) terms of license and registration agreements, and (v) expected timelines and costs to complete any in-process research and development projects to commercialize our products.

Impairment Testing

Our impairment testing is calculated at the reporting unit level. Our annual impairment test has two steps. The first identifies potential impairments by comparing the fair value of the reporting unit with its carrying value. If the fair value exceeds the carrying amount, intangible assets are not impaired and the second step is not necessary. If the carrying value exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of intangible assets with the carrying amount. If the implied fair value of intangible assets is less than the carrying amount, a write-down is recorded. Impairment would result in a write-down of the intangible asset to its estimated fair value based on the discounted future cash flows. The impairment test for the intangible assets is performed by comparing the carrying amount of the intangible assets to the sum of the undiscounted expected future cash flows.

In accordance with SFAS 144, which relates to impairment of long-lived assets, impairment exists if the sum of the future undiscounted cash flows is less than the carrying amount of the intangible asset or to its related group of assets. Impairment would result in a write-down equal to the difference between the carrying amount and the estimated fair value of the reporting unit. Fair values can be determined using income, market or cost approaches.

We predominately use a discounted cash flow model derived from internal budgets in assessing fair values for impairment testing. Factors that could change the result of our impairment test include, but are not limited to, different assumptions used to forecast future net sales, expenses, capital expenditures, and working capital requirements. In addition, selection of a risk-adjusted discount rate on the estimated undiscounted cash flows is susceptible to future changes in market conditions, and when unfavorable, can adversely affect our original estimates of fair values. In the event that our management determines that the value of intangible assets have become impaired using this approach, we will record an accounting charge for the amount of the impairment. We have recognized no impairment losses through September 30, 2006.

Purchased In-Process Research and Development

We account for purchased in-process research and development, or IPR&D, in accordance with pronouncements as follows:

FASB Statement of Financial Accounting Standards No. 2, Accounting for Research and Development; and

FASB Interpretation No. 4, Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method .

Generally, purchased in-process research and development is distinguished from developed technology based upon whether the IPR&D projects are measurable, have substance, and are incomplete. IPR&D represents the portion of a purchase price of an acquisition related to research and development activities that have not demonstrated technological feasibility and do not have alternative future uses. IPR&D projects that have not been granted EPA approval or that are determined to be otherwise commercially viable are classified as being incomplete, and as such the associated costs are expensed as incurred.

Valuation of Derivative Instruments

We generally do not use derivative financial instruments to hedge exposures to cash-flow risks that may affect the fair values of our financial instruments. However, certain other financial instruments, such as warrants and embedded conversion features that are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting, even when the terms of the underlying contracts do not provide for net-cash settlement. Such financial instruments are initially recorded at fair value and subsequently adjusted to gain value at the close of each reporting period. We have issued warrants in conjunction with the private placement of some of our common stock. These warrants have an exercise price of $2.50 per share and were issued when estimated market value was approximately $1.00 per share.

Stock-Based Compensation

We account for stock-based awards to employees and non-employees using the accounting provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 — Accounting for Stock-Based Compensation, which provides for the use of the fair value based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. Shares of common issued in connection with acquisitions are also recorded at their estimated fair values. The fair value of equity securities is determined by management based upon recent private stock sales to third parties.

In December 2004, the FASB revised its SFAS No. 123 (“SFAS No. 123R”). The revision establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services, particularly transactions in which an entity obtains employee services in share-based payment transactions. The revised statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which the employee is required to provide service in exchange for the award. The provisions of the revised statement are effective for financial statements issued for the first interim or annual reporting period beginning after June 15, 2005, with early adoption encouraged.

We recorded stock-based compensation of $1,715,400 in the year ended March 31, 2006, which was related to employee and non-employee service grants and awards. We recorded stock-based compensation of $142,000 in the year ended March 31, 2005, which was related to employee and non-employee service grants and awards. There was no recorded stock-based compensation in the year ended March 31, 2004.

Income Taxes

We incurred net operating losses for the years ended March 31, 2006, 2005, 2004, and for the six months ended September 30, 2006 and consequently did not, or will not be required to, pay federal or foreign income taxes, but we did pay nominal state taxes in states where we have operations. We have a federal net operating loss carryover of approximately $7,517,171 as of September 30, 2006, which expires through March 31, 2027. The Company does not believe it is subject to the various Section 382 limitations.

Under Section 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation” as defined, there are annual limitations on the amount of the net operating loss and other deductions, which are available to us. Due to the reverse acquisition transactions and purchases in which we have engaged in recent years, we do not believe that the use of these net operating losses will be significantly limited.

However, the utilization of our net operating loss carryforwards may be limited in the future if we experience a change in ownership of more than 50% within any twelve month period subsequent to the last change in ownership of March 31, 2006. Accordingly, our net operating loss carryforward available to offset future federal taxable income arising before such ownership changes may be further limited.

Our ability to realize our deferred tax assets depends on our future taxable income as well as the limitations on usage discussed above. For financial reporting purposes, a deferred tax asset must be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized prior to its expiration. Because we believe the realization of our deferred tax assets is uncertain, we have recorded a valuation allowance to fully offset them.

Sales and Marketing

We sell our products through retailers, auto parts suppliers, our web site, and direct sales through sales representatives to commercial customers. We sell our retail and commercial product through our sales force and through independent sales representatives.

We participate with retailers in advertising campaigns, marketing promotions and other direct and indirect marketing techniques to promote and sell the products. We expense the cost of these advertising efforts as incurred. We also incur commissions on substantial all sales. Commissions are paid our in house sales staff as well as the outside sales representatives at rates ranging from 1.5 to 11.5% of gross sales.

Results of Operations

Six Months Ended September 30, 2006 Compared to the Six Months Ended September 30, 2005

Net Sales. Our net sales for the six months ended September 30, 2006 were $622,346, an increase of $210,901, or 51%, from the six months ended September 30, 2005. The increase in our consolidated net sales for the six months ended September 30, 2006 included the sale of data and documentation pursuant to EPA guidelines for $175,000 and an increase in the sales of the XenTx Engine Treatment accounted for the balance of the increase. The Company did not bring its other products to market during the first two quarters of 2007. The increase from the prior year was as a result of the Company’s marketing strategy changes to seek the retail outlets that would produce the greatest volumes and changes in product branding strategy.

Cost of Sales. Our cost of sales for the six months ended September 30, 2006 was $189,108, or 30% of net sales, compared to $182,857, or 44% of net sales, during the six months ended September 30, 2005. After adjusting for the data sale the ratio of cost of sales to net sales for the six months ended September 30, 2006 was 42%. This represented a increase in cost of $6,251, and an increase in our gross profit percentage of 14%, over the six months ended September 30, 2005.

Research and Development Expenses. Our research and development costs were $146,143 for the six months ended September 30, 2006, a decrease of $954,043, or 87%, over the six months ended September 30, 2005. Substantially all of the expenditures for the six months ended September 30, 2006 were attributable to the development and testing of the Clean Boost LE product.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $1,040,834 for the six months ended September 30, 2006, a decrease of $1,063,358, from the September 30, 2005 results. The employees stock grant costs decreased by $468,000 from the period ended September 30, 2005. Also, during the six months ended September 30, 2006 compared to the same period a year earlier media advertising costs were $221,242 less, the costs of display materials were $198,810 less and sales commissions were $53,668 less. However, we expect that our general and administrative expenses to increase as we hire new personnel and build up the corporate infrastructure necessary for the management of our business. The costs associated with being a public company will also increase our general and administrative expenses.

Depreciation and Amortization. Depreciation and amortization increased as a result of starting amortization on the intangible asset at the rate of $31,680 per quarter ($63,360 for the six months ended September 30, 2006) on a straight line basis. Also depreciation increased by $2,791 over the expense for the six months ended September 30, 2005 as a result of adding additional office equipment.

Interest and Other Expense

The issuance of convertible notes in April and August had the following accounting impact:

Interest Expense, net. During the six months ended September 30, 2006, the interest expense increased from $11,734 a year ago to $168,181 primarily as a result of the interest accrued on the convertible notes $25,447 and the amortization of loan discount of $140,949 related to those notes

Change in conversion share liability. For the six months ended September 30, 2006 the Company incurred an expense of $1,604,560 to record the conversion feature of the convertible notes. No comparable amount was recorded during the six months ended September 30, 3005

Cost of curing loan default. In conjunction with the curing of the default on the convertible notes, the Company granted the lender 5,000,000 warrants at an exercise price of $2.50 per share. As described in the financial statements for the six months ended September 30, 2006 this incurred an expense of $23,749,072 to adjust the grant to the fair value. No comparable amount was recorded during the six months ended September 30, 3005.

Liquidity and Capital Resources

Since our inception, we have incurred significant losses and, as of September 30, 2006, we have a retained deficit of $33,884,635. We have not yet achieved cumulative profitability, primarily as a result of the valuation adjustment of the warrants issued in conjunction with the cost of curing the loan default. We expect that our research and development and selling, general and administrative expenses will increase and, as a result, we will need to generate significant product revenues to achieve profitability. Through March 31, 2006, the Company has had only one product to market. One product of this type is not sufficient to sustain growing an enterprise. The Company has developed new products in the same energy conservation field and acquired the White Sands, L.L.C. and its Clean Boost product for diesel fuel treatment and is testing a refined diesel product to be licensed to diesel oil refiners. We may never achieve profitability.

We believe that our cash on hand and cash flow generated from sales of our products will be sufficient to sustain our operations for the next 12 months. As a result, it will be necessary, in order to expand our business, consummate acquisitions and refinance indebtedness, to raise additional capital. No assurance can be given at this time that such funds will be available, or if available will be sufficient in the near term or that future funds will be sufficient to meet growth. In the event of such developments, attaining financing under such conditions may not be possible, or even if such funds are available, the terms on which such capital may be available, may not be commercially feasible or advantageous.

Cash Flows

As of March 31, 2006, we had $9,816 in cash and cash equivalents, compared to 5,545 at September 30, 2006. The decrease was due primarily to loss from operations of $26,336,750.

Net decrease in cash used in operating activities was $1,194,271 versus $527,767 for the same period in 2005. Net cash used in each of these periods primarily reflects net loss for these periods, offset in part by non-cash charges in operating assets and liabilities, non-cash stock-based compensation, allowance for bad debts and depreciation. Net cash used in investing activities was nominal in each period. Cash was used primarily to invest in fixed assets and other capital expenditures to support increased personnel.

Net cash provided by financing activities for the six months ended September 30, 2006 and 2005 was $1,220,000 and $320,000, respectively. These amounts are primarily attributable to the sale of common stock

Sources of Liquidity

Since our inception, substantially all of our operations have been financed through the sale of our common stock and notes which were converted to common stock and capital contribution from a majority owner. Through March 31, 2006, we had received net proceeds of $3,632,860 from such sources. We have also used our revenues to date as a source of additional liquidity. As of September 30, 2006, we had cash and cash equivalents of $5,545.

Recent Financing

On April 28, 2006, we entered into a securities purchase agreement with four investment funds for the sale in three installments of an aggregate of $3,000,000 in secured convertible notes (the "Notes") and seven-year warrants (the "Warrants") to purchase 7,000,000 shares of our common stock at $2.50 per share. We received the first installment of $800,000 and issued the warrants on April 28, 2006. Additional funds in the amount of $700,000 were received in August, 2006. The balance of $1,500,000 was funded in November, 2006. The notes mature three years from their date of issuance, if not earlier converted or called by the Company. The Company may call the notes at any time prior to notice of conversion at a rate of 40% premium. The Notes bear interest at 6% and are convertible into shares of our common stock at any time, at the investors' option, at 50% of the average of the lowest three intra-day trading prices during the 20 trading days immediately prior to the conversion date. We have granted the investors a security interest in substantially all of our assets.

The investors may exercise the Warrants on a cashless basis if the shares underlying the Warrants are not then registered. In the event of a cashless exercise, we will not receive any proceeds. The investors have agreed to restrict their ability to convert their Notes or exercise their Warrants and receive shares of our common stock such that the number of shares of common stock held by them and their affiliates in the aggregate after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock.

On August 9, 2006, we amended the agreement with the four investment funds, to issue to these entities seven-year warrants to purchase an additional 5,000,000 shares of our common stock at $2.50 per share as payment for our failure to have the registration statement filed by June 27, 2006.

Operating Capital and Capital Expenditure Requirements

We expect to continue to incur substantial operating losses in the near future and to make expenditures, and capital expenditures where necessary, to support the expansion of our research and development programs and to expand our commercial operations. We anticipate using the proceeds from the sale of the Notes to finance these activities. Specifically, a substantial portion of the proceeds will be used to bolster the advertising and marketing campaigns for the existing and new products we are introducing into the marketplace.

We currently anticipate that our cash and cash equivalents and revenue generated by the sale of our products, will be sufficient to fund our operations for the next 12 months.

If we are unable to generate a sufficient amount of revenue to finance our operations, research and development plans, we may seek to raise additional funds through public or private equity offerings, debt financings, capital lease transactions, corporate collaborations or other means. We may seek to raise additional capital due to favorable market conditions or strategic considerations even if we have sufficient funds for planned operations. The sale of additional equity or convertible debt securities could result in dilution to our stockholders. To the extent that we raise additional funds through collaborative arrangements, it may be necessary to relinquish some rights to our technologies or grant licenses on terms that are not favorable to us. We do not know whether additional funding will be available on acceptable terms, or at all. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more research and development programs or sales and marketing initiatives.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as such term is defined in rules promulgated by the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We have a limited operating history, which may make it difficult to evaluate our likelihood of success.

We have a limited operating history. Our operations will be subject to all the market risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we will be able to operate on a profitable basis.

We have incurred significant losses to date and expect to continue to incur losses.

During the first two quarters ended September 30, 2006 we incurred a loss of $26,336,750 and during the fiscal years ended March 31, 2006 and 2005 we incurred net operating losses of approximately $5,127,395 and $1,447,343, respectively. At September 30, 2006 we had an accumulated deficit of approximately $33,884,635. We expect to continue to incur losses for at least the next 12 months. Continuing losses will have an adverse impact on our cash flow and may impair our ability to raise additional capital required to continue and expand our operations.

If we are unable to obtain additional funding, we may have to reduce our business operations.

Although we have received a $3,000,000 million financing, we will likely be required to raise additional financing. We anticipate, based on currently proposed plans and assumptions relating to our ability to market and sell our products that we will require approximately $3,000,000 to satisfy our operations and capital requirements for the next 12 months. Therefore, if we are unable to commence marketing of our products in the near future, we will be required to seek additional financing. We will also require additional financing to expand into other markets and further develop our products. We have no current arrangements with respect to any additional financing. Consequently, there can be no assurance that any additional financing will be available when needed, on commercially reasonable terms or at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

Our future capital requirements will depend upon many factors, including:

continued scientific progress in our research and development programs;

competing technological and market developments;

our ability to establish additional collaborative relationships; and

the effect of commercialization activities and facility expansions if and as required.

We have limited financial resources and to date no positive cash flow from operations. There can be no assurance that we will be able to obtain financing on acceptable terms in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors.

The availability of a large number of authorized but unissued shares of common stock may, upon their issuance, lead to dilution of existing stockholders.

We are authorized to issue 250,000,000 shares of common stock, of which as of September 30, 2006, 31,217,004 shares are issued and outstanding. We also have outstanding secured convertible notes and warrants to purchase 4,214,286 and 12,070,000 shares of common stock, respectively. Assuming conversion and exercise of these instruments, we will be left with more than 202,000,000 authorized shares that remain unissued. In general, these shares may be issued by our Board of Directors without further stockholder approval. The issuance of large numbers of shares, possibly at below market prices, is likely to result in substantial dilution to the interests of other stockholders. In addition, issuances of large numbers of shares may adversely affect the market price of our common stock.

The lower the stock price, the greater the number of shares issuable under the convertible notes.

On April 28, 2006, we entered into an agreement for the sale of an aggregate of $3,000,000 in secured convertible notes and seven-year warrants to purchase 7,000,000 shares of our common stock at $2.50 per share. The convertible notes bear interest at 6% and are convertible into shares of our common stock at any time, at the investors' option, at 50% of the average of the lowest three intra-day trading prices during the 20 trading days immediately prior to the conversion date. Therefore, the number of shares issuable upon conversion of the convertible notes is determined by the market price of our common stock prevailing at the time of each conversion. The lower the market price, the greater the number of shares issuable under the agreement. Upon issuance of the shares, to the extent that holders of those shares will attempt to sell the shares into the market, these sales may further reduce the market price of our common stock. This in turn will increase the number of shares issuable under the agreement. This may lead to an escalation of lower market prices and ever greater numbers of shares to be issued. A larger number of shares issuable at a discount to a continuously declining stock price will expose our stockholders to greater dilution and a reduction of the value of their investment.

The change in market price, volatility, risk free rate and the credit quality of the Company will impact results of operations.

Changes in the market price of our stock, the volatility of the stock price over time, the risk free interest rate of the end of any reporting period and any change in the credit quality of the Company will affect the results of operations. While all of these factors are interactive in the determination of the period costs for conversions of debt and warrant exercise, in general, a higher stock price, higher volatility and increased interest rates will result in additional expense in subsequent period and a lower stock price, lower volatility and decreased interest rates will result in income or reduced expense in subsequent periods.

Risks relating principally to our common stock and its market value:

There is a limited market for our common stock, which may make it more difficult for you to dispose of your stock.

Our common stock has been quoted on the Pink Sheets under the symbol "EMHD.PK" since April 5, 2006. There is a limited trading market for our common stock. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

technological innovations or new products and services by us or our competitors;

additions or departures of key personnel;

sales of our common stock;

our ability to integrate operations, technology, products and services;

our ability to execute our business plan;

operating results below expectations;

loss of any strategic relationship;

industry developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

Because we have a limited operating history with limited revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above listed factors. In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is deemed to be penny stock with a limited trading market.

Our common stock is currently listed for trading on the Pink Sheets which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years).

Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Penny stocks sold in violation of the applicable rules may entitle the buyer of the stock to rescind the sale and receive a full refund from the broker.

Many brokers have decided not to trade "penny stock" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

Item 4. Controls and Procedures

An evaluation was performed under the supervision, and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule l3a-l5(e) promulgated under the Securities Exchange Act of 1934, as amended) as of September 30, 2006. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective as of September 30, 2006.

No change in the Company's internal controls over financial reporting (as defined in Rule l3a-l5(f) promulgated under the Securities Exchange Act of 1934, as amended) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There were no material pending legal proceedings at September 30, 2006 to which the Company or its subsidiaries is a party other that ordinary routine litigation incidental to their respective businesses.

Item 1A. Risk Factors

This item is not yet applicable to the Company because the Company has not yet filed an annual report on Form 10-K.

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

Not Applicable

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits

31 Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a)

32 Certifications 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

SIGNATURES

Pursuant to the requirements 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.

			EMTA Holdings, Inc. (Registrant)

Date: December 29, 2006			/s/ Edmond L. Lonergan
			Edmond L. Lonergan President and Chief Executive Officer


Date: December 29, 2006			/s/ James C. Marshall
			James C. Marshall Chief Financial Officer

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

Nevada	72-1782324
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

7430 E. Butherus, Suite C, Scottsdale, AZ	85260
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:	(480) 222-6222

	Page
PART I - Financial Information

Item 1: Financial Statements	1

Six Months Ended September 30, 2006 and 2005

Consolidated Balance Sheets As of September 30, 2006 (Unaudited) and March 31, 2006	1

Consolidated Statements of Operations For The Three Months and Six Months Ended September 30, 2006 and 2005 (Unaudited)	2

Consolidated Statement of Stockholders’ (Deficit) For The Six Months Ended September 30, 2006 (Unaudited)	3

Consolidated Statements of Cash Flows For the Six Months Ended September 30, 2006 and 2005 (Unaudited)	4

Notes to Consolidated Financial Statements September 30, 2006 and 2005	5-11

Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3: Quantitative and Qualitative Disclosures About Market Risk	20

Item 4: Controls and Procedures	22

PART II - Other Information	23

Signatures	24

	September 30,			March 31,
	2006			2006
	(unaudited)
ASSETS
Current Assets:
Cash	$	5,545		$	9,816
Accounts receivable		200,407			101,616
Inventory		345,803			453,576
Prepaid expenses		119,633			38,035
Total Current Assets		671,388			603,043

Equipment and computers, net of accumulated depreciation		42,409			12,680

Other Assets:
Other assets		34,055			17,375
Intangible assets		823,694			887,055
Total Other Assets		857,749			904,430
Total Assets	$	1,571,546		$	1,520,153

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	649,082		$	1,006,437
Accrued liabilities		440,573			409,655
Conversion share derivative liability		1,604,560			-
Total Current Liabilities		2,694,215			1,416,092
Convertible notes		140,949			-
Accrued liabilities - long term		878,151			878,151
Total Liabilities		3,713,315			2,294,243

Stockholders' Deficit
Preferred Stock, $0.001 par value, 1,000,000 authorized;
No shares issued and outstanding
Common Stock, $0.001 par value, 400,000,000
Authorized; issued and outstanding 31,217,004 at September 30, 2006 and March 31, 2006		31,217			31,217
Additional paid-in capital		31,711,649			6,742,578
Retained deficit		(33,884,635	)		(7,547,885	)
Total Stockholders' Deficit		(2,141,769	)		(774,090	)
Total Liabilities and Stockholders' Deficit	$	1,571,546		$	1,520,153

	For the three						For the six
	months ended September 30,						months ended September 30,
	2006			2005			2006			2005
Revenue:
Sales, net of returns and allowances	$	105,093		$	95,329		$	622,346		$	411,445
Cost of sales		69,489			8,495			189,108			182,857

Gross Profit		35,604			86,834			433,238			228,588

Operating Expenses:
Selling, general and administrative		697,130			1,337,611			1,040,834			2,104,192
Depreciation and amortization		33,566			28,281			66,481			28,495
Research and development		64,369			1,027,902			146,144			1,100,186
Total Operating Expenses		795,065			2,393,794			1,253,459			3,232,873

Loss From Operations		(759,461	)		(2,306,960	)		(820,221	)		(3,004,285	)

Other Income and (Expense):
Other income		391						2,434
Gain/(Loss) on disposal of assets		-			-			2,850			620
Interest expense		(149,622	)		(6,283	)		(168,181	)		(11,734	)
Change in conversion share liability		(653,093	)		-			(1,604,560	)		-
Cost of curing loan default		-			-			(23,749,072	)		-
Loss before provision for income taxes		(1,561,785	)		(2,313,243	)		(26,336,750	)		(3,015,399	)

Provision for/(Benefit of) income taxes		-			-			-			-

Net Loss	$	(1,561,785	)	$	(2,313,243	)	$	(26,336,750	)	$	(3,015,399	)

Earning per share:
Basic earnings/(loss) per share	$	(0.05	)	$	(0.09	)	$	(0.84	)	$	(0.11	)
Weighted average shares outstanding		31,217,004			27,190,715			31,217,004			26,865,728

Green Planet Inactive 10-Q2007 Q2 Quarterly report

Content analysis

	Original
	Warrants
Exercise price	$	2.50
Shares subject to exercise		3,500,000
Weighted Average Term Remaining (years)		6.72
Volatility		253.8	%
Risk-free rate		4.60	%
Implied value	$	15,388,804
Recorded value	$	1,132,500

	Liability		Additional Paid-in Capital		Expense
Original Warrants	$	-	$	1,132,500	$	-
Conversion feature		1,604,560		-		1,604,560
Default warrants		-		23,749,071		23,749,071
Total	$	1,604,560	$	24,881,571	$	25,353,631

Issue Date	Shares Exercisable		Weighted Average Exercise Price		Expiration Date
December 19, 2005		75,000	$	1.25	December 19, 2007
April 29, 2006		1,866,667	$	2.50	April 28, 2013
June 28, 2006		5,000,000	$	2.50	August 10, 2013
August 17, 2006		1,633,333	$	2.50	August 17, 2013