Green Planet Bioengineering (GPLB) 8-K Entry into a Material Definitive Agreement

See Notes to Financial Statements

	Common stock		Statutory reserve		Accumulated other Comprehensive		Retained
	(Note 16)		(Note 17)		income		earnings			Total

Balance, January 1, 2006	$	726,000	$	-	$	19,675	$	65,579		$	811,254
Increase of capital		3,407,068		-		-		-			3,407,068
Net income		-		-		-		1,626,362			1,626,362
Foreign currency translation adjustments		-		-		179,976		-			179,976
Appropriation to statutory reserve		-		203,902		-		(203,902	)		-

Balance, December 31, 2006		4,133,068		203,902		199,651		1,488,039			6,024,660
Net income		-		-		-		2,689,658			2,689,658
Foreign currency translation adjustments		-		-		529,165		-			529,165
Appropriation to statutory reserve		-		278,010		-		(278,010	)		-

Balance, December 31, 2007	$	4,133,068	$	481,912	$	728,816	$	3,899,687		$	9,243,483

F-7

The Company is a high-technology private company established in Fujian Province, the People’s Republic of China (the “PRC”) on April 16, 2004 f or the production and sales of extracts from tobacco leaves residues . Over the years, the Company has developed a reputation of promoting natural health and for being environmentally responsible in China. In 2006, the Company was awarded the SPARKS program certification, a major health and environment awareness project of China. The Company's products include Solanesol, Nicotine Sulphate, organic pesticides, organic fertilizers, CoQ10 (raw format) and a patented organic health supplement called “Paiqianshu”, Paiqianshu comes in both liquid and pill forms and it’s made from natural green barley shoot extraction.

1.	Description of business

The Company is primarily engaged in manufacture, marketing and sale of extracts from tobacco leaves residues. The Company operates manufacturing and distribution primarily in the PRC.

2.	Summary of significant accounting policies

Basis of presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America.

These financial statements have been prepared on a going concern basis notwithstanding net current liabilities at the balance sheet date as the stockholders have undertaken to provide continuing financial support to the Company to meet its liabilities when they fall due.

Should the Company be unable to continue in business as a going concern, adjustment would have to be made to reduce the value of assets to their recoverable amounts, to reclassify non-current asset as current asset and to provide for any further liabilities which might arise.

Use of estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred taxes and the estimation on useful lives and realizability of intangible assets and property, plant and equipment. Actual results could differ from those estimates.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. As of December 31, 2007 and 2006, all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade receivables, in order to reduce its credit risk, the Company has adopted credit policies, which include the analysis of the financial position of its customers and a regular review of their credit limits.

F-8

Concentrations of credit risk (cont’d)

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

During the reporting periods, customers represented 10% or more of the Company’s sales are as follows :-

	Year ended December 31,
	2007		2006

F uzhou Yishun Imp. & Exp. Co., Ltd.	$	1,643,646	$	960,605
Shanghai Zhaoxiang Biologic Technology Co., Ltd.		1,525,938		1,202,781
Guangdong Qingyuan Shengzhitang Modern Chinese Medicine Co., Ltd.		1,400,947		809,519
Jiangxi Lufeng Organic Agricultural Technology Development Co., Ltd.		1,387,256		544,707
Sanming Wangnong Agricultural Materials Co., Ltd.		1,257,620		488,465
Fujian Wuyishang City Lukang Bioengineering Co., Ltd.		843,697		137,813

	$	8,059,104	$	4,143,890

As of December 31, 2007 and 2006, percentage of the gross receivables due from these customers were as follows :-

	As of December 31,
	2007			2006

F uzhou Yishun Imp. & Exp. Co., Ltd.		19	%		25	%
Shanghai Zhaoxiang Biologic Technology Co., Ltd.		11	%		23	%
Guangdong Qingyuan Shengzhitang Modern Chinese Medicine Co., Ltd.		14	%		13	%
Jiangxi Lufeng Organic Agricultural Technology Development Co., Ltd.		21	%		16	%
Sanming Wangnong Agricultural Materials Co., Ltd.		24	%		23	%
Fujian Wuyishang City Lukang Bioengineering Co., Ltd.		11	%		-

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of December 31, 2007 and 2006, almost all the cash and cash equivalents were denominated in Renminbi (“RMB”) and were placed with banks in the PRC. They are not freely convertible into foreign currencies and the remittance of these funds out of the PRC is subject to exchange control restrictions imposed by the PRC government.

F-9

Allowance of doubtful accounts

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

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

Based on the above assessment, during the reporting periods, the management establishes the following rates of general provision provided on gross amount of trade and other receivables :-

	Rate

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

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

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

Inventories

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

F-10

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

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

Intangible assets

	Amortization period

Technologies		5 to 10 years
Software		5 years

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

Property, plant and equipment

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

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

	Depreciable period

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

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

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

F-11

Impairment of long-lived assets

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

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

Revenue recognition

Revenue from sales of the Company’s products is recognized when the significant risks and rewards of ownership have been transferred to the buyer at the time of delivery, the sales price is fixed or determinable and collection is reasonably assured.

Deferred revenue

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

Cost of sales

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

Selling expenses

Selling expenses are mainly consists of advertising, commission, entertainment, salaries, and traveling expense which are incurred during the selling activities.

F-12

Advertising and research and development expenses

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

Advertising and research and development costs are charged to expense as incurred.

Advertising expenses amounting to $527 and $2,336 for two years ended December 31, 2007 and 2006 respectively are included in selling expenses.

Research and development expenses amounting to $200,204 and $112,659 for two years ended December 31, 2007 and 2006 respectively are included in administrative expenses.

Stock-based compensation

During 2007 and 2006, the Company did not make any stock-based compensation payments.

Income taxes

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

Off-balance sheet arrangements

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

Comprehensive income

The Company has adopted SFAS 130, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Components of comprehensive income include net income and foreign currency translation adjustments.

Foreign currency translation

The functional currency of the Company is Renminbi (“RMB”) and RMB is not freely convertible into foreign currencies. The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transactions. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

F-13

Foreign currency translation (cont’d)

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

For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars (“$”). Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rate. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to other comprehensive income, a component of stockholders’ equity. The exchange rates in effect at December 31, 2007 and 2006 were $1 for RMB7.2940 and RMB7.8003 respectively. There is no significant fluctuation in exchange rate for the conversion of RMB to $ after the balance sheet date.

Fair value of financial instruments

All of the carrying values of the Company’s financial assets and liabilities approximate their fair values due to the short-term maturity of these instruments. The carrying amount of bank loan approximates its fair value because the applicable interest rate approximate current market rate.

It is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

In respect of foreign currency risk, the Company does not have significant foreign exchange risk arising from future commercial transactions and recognized financial assets and liabilities since almost all of them are denominated in RMB.

Recently issued accounting pronouncements

SAB 108 “Considering the Effects of Prior Year Misstatements when quantifying Misstatements in Current Year Financial Statements”

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, which provides guidance on the process of quantifying financial statement misstatements. In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statement errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of our financial statements and the related financial statement disclosures. SAB No. 108 is generally effective for annual financial statements in the first fiscal year ended after November 15, 2006. The transition provisions of SAB No. 108 permits existing public companies to record the cumulative effect in the first year ended after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. The adoption of SAB No. 108 had no material impact on the Company’s financial statements.

F-14

Recently issued accounting pronouncements (cont’d)

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

FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109”

In June 2006, the FASB issued FIN 48 “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109” which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that the Company recognizes in its financial statements the impact of a tax position if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 become effective for the Company on January 1, 2007, with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings. The adoption of FIN 48 had no material impact on the Company’s financial statements.

SFAS 157 “Fair Value Measurements”

In September 2006, the FASB issued SFAS No.157 “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair valueand expands disclosures of fair value measurements. SFAS No.157 applies under other accounting pronouncements that require or permit fair value measurements, and accordingly, does not require any new fair value measurements. SFAS No.157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which is the Company’s fiscal year which began on January 1, 2008. In February 2008, the FASB issued FASB Staff Position No.157-2, “Effective Date of FASB Statement No.157”. FSP No.157-2 permits a one-year deferral in applying the measurement provisions of SFAS157 to non-financial assets and non-financial liabilities that are not recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). The adoption of SFAS No.157 and FSP 157-2 is not expected to have a material impact on the Company’s financial statements.

SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115”

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS 159 also establishes presentation and disclosure requirements to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The requirements of SFAS 159 are effective for the fiscal year beginning on January 1, 2008. The management is in the process of evaluating the impact SFAS 159 will have on the Company’s financial statements upon adoption.

F-15

Recently issued accounting pronouncements (cont’d)

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

SFAS 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 160 will have on the Company’s financial statements upon adoption.

SFAS 141(Revised) “Business Combinations”

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.

SFAS 161 "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133"

In March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal year beginning after November 15, 2008, with early adoption encouraged. The management is in the process of evaluating the impact that SFAS 161 will have on the Company’s financial statements upon adoption.

F-16

Recently issued accounting pronouncements (cont’d)

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

SFAS 162 " The Hierarchy of Generally Accepted Accounting Principles"

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies, within the accounting literature established by the FASB, the sources and hierarchy of the accounting principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The management is in the process of evaluating the impact that SFAS 162 will have on the Company’s financial statements upon adoption.

3.	Finance costs

	Year ended December 31,
		2007		2006

Bank loans interest	$	8,907	$	52,123
Other loans interest		131,341		-
Bank charges		108		119

	$	140,356	$	52,242

During the years ended December 31, 2007 and 2006, loans interest expenses to a related company were $34,563 and $- respectively.

4.	Income taxes

The Company is subject to enterprise income tax at 33% of the assessable profits as reported in the statutory financial statements prepared under China Accounting regulations in the PRC.

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

F-17

The components of the provision for income taxes are :-

4.	Income taxes (Cont’d)

	Year ended December 31,
	2007		2006

Current taxes - PRC	$	1,299,966	$	813,503
Deferred taxes - PRC		2,860		(30,256	)

	$	1,302,826	$	783,247

The effective income tax expense differs from the PRC statutory income tax rate of 33% in the PRC as follows :-

	Year ended December 31,
	2007			2006

Income before income taxes	$	3,992,484		$	2,409,609
Provision for income taxes at statutory income tax rate of 33%		1,317,520			795,171
Non-deductible (taxable) items for tax purpose		(6,081	)		(21,233	)
Tax rate change		(8,613	)		9,309

	$	1,302,826		$	783,247

Deferred tax assets as of December 31, 2007 and 2006 are composed of the following :-

	As of December 31,
	2007		200 6
The PRC
Current deferred tax assets :
Accelerated amortization of land use rights	$	1,494	$	679
Accelerated amortization of intangible assets		4,776		4,466
Preliminary expenses		9,188		11,341
Accrued expenses		7,122		961

	$	22,580	$	17,447

Non-current deferred tax assets :
Accelerated amortization of intangible assets	$	8,591	$	4,188
Preliminary expenses		22,204		29,354
Accrued expenses		-		1,706

	$	30,795	$	35,248

F-18

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). This interpretation requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The Company adopted FIN 48 on January 1, 2007. The management evaluated the Company’s tax positions and considered that no additional provision for uncertainty in income taxes is necessary as of December 31, 2007.

4.	Income taxes (Cont’d)

5.	Earnings per share

The basic and diluted earnings per share are not presented because the Company’s common stock represents the paid up registered capital of the Company which are not divided into number of shares.

6.	Inventories

	As of December 31,
	2007		2006

Raw materials	$	333,945	$	266,485
Work-in-progress		301,417		166,270
Finished goods		32,370		33,670

	$	667,732	$	466,425

7.	Intangible assets

	As of December 31,
	2007			2006

Technologies - Note (a)	$	185,085		$	173,070
Software		2,975			2,782

		188,060			175,852
Accumulated amortization		(83,964	)		(45,266	)

Intangible assets, net	$	104,096		$	130,586

Note:

The technologies were purchased from third parties for producing an existing product - Solanesol and a new product - Organic Green Barley Supplements (Paiqianshu). The application for patent is in process and has been initially accepted by the relevant government department.

During the years ended December 31, 2007 and 2006, amortization charge was $34,147 and $31,781 respectively.

F-19

The estimated aggregate amortization expenses for intangible assets for the five succeeding years is as follows :-

7.	Intangible assets (Cont’d)

Year

2008	$	34,147
2009		34,147
2010		20,980
2011		1,975
2012		1,975

	$	93,224

8.	Property, plant and equipment

	As of December 31,
	2007			2006
Cost :
Buildings - Note (a)	$	1,802,666		$	1,685,644
Plant and machinery		804,102			749,980
Office equipment		91,132			63,059
Motor vehicles		86,776			81,143

		2,784,676			2,579,826
Accumulated depreciation		(314,254	)		(111,082	)

		2,470,422			2,468,744
Construction in progress - Note (b)		662,879			619,847

Net	$	3,133,301		$	3,088,591

During the reporting periods, depreciation is included in :-

	Year ended December 31,
	2007		2006

Cost of sales and inventory overheads	$	106,052	$	55,417
Administrative expenses		81,667		49,086

Net	$	187,719	$	104,503

Note:

(a)

Property certificates of buildings with carrying amount of $1,672,874 as of December 31, 2007 are yet to be obtained.

(b)

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

F-20

The carrying amount of land use rights as of December 31, 2007 comprises three land use rights, which were acquired for building factories and offices, with amounts of $923,106, $92,810 and $6,334,020 respectively. The legal title of the second and third land use rights with carrying amount of $6,426,830 has not yet been transferred to the Company. The application of legal title is in process and the management expects there will be no legal hindrance in obtaining the legal titles and no extra cost will be incurred.

9.	Land use rights

	As of December 31,
	2007			2006

Land use rights	$	7,384,528		$	6,905,153
Accumulated amortization		(34,592	) )		(11,917	)

	$	7,349,936		$	6,893,236

The land use right with carrying amount of $6,334,020 which was acquired on November 14, 2006 has not been used and developed, accordingly no amortization was provided.

During the two years ended December 31, 2007 and 2006, amortization amounted to $20,982 and $11,673 respectively.

The estimated aggregate amortization expenses for land use rights for the five succeeding years is as follows :-

Year

2008	$	20,982
2009		73,514
2010		147,058
2011		147,058
2012		147,058

	$	535,670

F-21

Other payables and accrued expenses

10.

	As of December 31,
	2007		2006

Rental payable	$	1,542	$	-
Salaries payable		60,219		57,418
Other accrued expenses		201,394		37,153
Value-added tax payable		178,956		134,361
Land use rights payable - note		939,135		3,217,820
Other payables		2,861		786

Total	$	1,384,107	$	3,447,538

Current portion	$	499,812	$	1,107,888
Non current portion - Land use rights payable - note		884,295		2,339,650

Total	$	1,384,107	$	3,447,538

Note :

It is interest-free and repayable by instalments with last payment due by December 31, 2009.

11.

Amounts due to a related party / a stockholder

The amounts are interest-free, unsecured and repayable on demand.

12.

Loan from a related party

The loan from a related company bears interest rate at 7.5% per annum, is unsecured and repayable on demand.

13.

Unsecured short-term bank loans

	As of December 31,
	2007		2006

Bank loans repayable within 1 year	$	-	$	1,282,000

Bank loans were guaranteed by a shareholder of the Company and by a third party.

Bank loans bore interest at fixed rate of 7.605% per annum.

(c)

During the reporting periods, there was no covenant requirement under the banking facilities granted to the Company.

F-22

These other loans are borrowed from third parties, unsecured and bear interest at fixed rate of 7.5% per annum.

14.

Other loans

	As of December 31,
	2007		2006

Repayable within 1year	$	1,343,580	$	-
Repayable after 1 year		-		743,560

	$	1,343,580	$	743,560

15.

Loan from government

The government loan was designated for a research project. It is interest-free, unsecured and repayable within one year.

16.

Common stock

	As of December 31,
	200 7		200 6

Registered and paid up	$	4,133,068	$	4,133,068

The Company was established in Fujian province, the PRC in April 2004 as a domestic corporation. In its constitutional document, the percentage of equity interest of each stockholder of the Company was stated therein and each stockholder has paid up their respective capital before June 28, 2006.

The Company is classified as a non-joint capital stock corporation and therefore the capital stock, consistent with most of the PRC corporations, are not divided into a specific number of shares having a stated nominal amount.

17.

Statutory reserve

In accordance with the relevant laws and regulations of the PRC, it is required that not less than 10% of its net income (the percentage is upon approval from the board of directors’ meeting), after offsetting any prior years’ losses, for PRC tax reporting purpose being transferred to the statutory reserve.

When the balance of such reserve reaches 50% of the registered capital, any further appropriation is optional. Upon approval from the board of directors of the Company, the statutory reserve can mainly be used to offset accumulated losses and increase capital.

F-23

The Company has a defined contribution plan for all qualified employees in the PRC. The employer and its employees are each required to make contributions to the plan at the rates specified in the plan. The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the statements of income. The Company contributed $41,144 and $21,792 for the two years ended December 31, 2007 and 2006 respectively.

18.

Defined contribution plan

19.

Commitments and contingencies

As of December 31, 2007, the Company had capital commitments of $50,042 contracted but not provided for in the financial statements in respect of acquisition of plant and machinery.

Capital commitments

Operating lease arrangements

As of December 31, 2007, the Company had two non-cancelable operating leases for its office. The lease will expire in 2010 and the expected payments are as follows :-

Year

2008	$	10,865
2009		11,688
2010		9,631

	$	32,184

The rental expense relating to the operating leases was $4,641 and $3,013 for the two years ended December 31, 2007 and 2006 respectively.

(c)

Contingencies

As of December 31, 2007, the Company had no contingencies.

20.

Segment information

The Company is solely engaged in the manufacture, marketing, sale and distribution of extracts from tobacco leaves residues. Since the nature of the products, their production processes, the type of their customers and their distribution methods are substantially similar, they are considered as a single reportable segment under FAS 131, “Disclosures about Segments of an Enterprise and Related Information”.

All of the Company’s long-lived assets and revenues classified based on the customers are located in the PRC.

F-24

Apart from the transactions as disclosed elsewhere in the financial statements, during the two years ended December 31, 2007 and 2006 , the Company has entered into the following transactions with related parties :-

21.

Related party transactions

Related party relationship	Type of transaction	Year ended December 31,
		2007		2006

A related company (common	Loans interest expenses	$	34,563	$	-
stockholder and director)	Rental expenses	$	3,160	$	3,013

22.

Post balance sheet event

(1)

Pursuant to the resolution passed in the stockholders’ meeting on December 7, 2007, the Company’s registered share capital was increased from $4,133,068 to $4,758,358. All increased registered share capital has been paid up in January 2008.

(2)

On July 25, 2008, the Company entered into the following contractual arrangements :-

Entrusted Management Agreement. Pursuant to this entrusted management agreement among Fujian Green Planet Bioengineering Co., Ltd. (“Green Planet”), the Company, and the Company’s Stockholders, the Company and the Company’s Stockholders agreed to entrust the business operations of the Company and its management to Green Planet until Green Planet acquires all of the assets or equity of the Company (as more fully described in the Exclusive Purchase Option Agreement below). Prior to the occurrence of such event, the Company will only own those certain assets that are not sold to Green Planet. The Company anticipates that it will continue to be the contracting party under its customer contracts, banks loans and certain other assets until such time as those may be transferred to Green Planet. Under the entrusted management agreement, Green Planet will manage the Company‘s operations and assets, and control all of the Company’s cash flow through an entrusted bank account. In turn, it will be entitled to any of the Company’s net profits as a management fee, and will be obligated to pay all the Company’s payables and loan payments. The entrusted management agreement will remain in effect until the acquisition of all assets or equity of the Company by Green Planet is completed.

Exclusive Purchase Option Agreement. Under the exclusive option agreement between Green Planet and the Company’s Stockholders, the Company’s Stockholders granted Green Planet an irrevocable and exclusive purchase option to acquire the Company’s equity and/or remaining assets, but only to the extent that such purchase does not violate limitations imposed by PRC law. The option is exercisable when PRC law specifically allows foreign equity to be used as consideration to acquire a PRC entity's equity interests and/or assets, and when Green Planet has sufficient funds to purchase the Company’s equity or remaining assets. The consideration for the exercise of the option is the shares of common stock received by the Company’s Stockholders under the Share Exchange Agreement.

F-25

Condensed Financial Statements

For the three and six months ended June 30, 2008

and 2007

F-26

For the three and six months ended June 30, 2008 and 2007

Condensed Financial Statements

Index to Condensed Financial Statements

		Pages

Condensed Statements of Income and Comprehensive Income		F-28

Condensed Balance Sheets		F-29

Condensed Statements of Cash Flows		F-30

Notes to Condensed Financial Statements		F-31 - F-42

F-27

Condensed Statements of Income and Comprehensive Income

See Notes to Condensed Financial Statements

	Three months ended June 30,						Six months ended June 30,
	2008			2007			2008			2007
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue
Sales revenue - Note 2	$	2,680,637		$	1,465,478		$	4,866,876		$	3,088,635
Cost of sales		(994,445	)		(641,625	)		(1,843,353	)		(1,211,737	)

Gross profit		1,686,192			823,853			3,023,523			1,876,898

Operating expenses
Administrative expenses		288,682			185,678			456,613			414,022
Selling expenses		61,647			47,190			117,928			98,880

		350,329			232,868			574,541			512,902

Income from operations		1,335,863			590,985			2,448,982			1,363,996
Interest income		3,027			1,172			4,890			2,213
Subsidy income		-			-			42,552			64,855
Other income		-			1,304			-			1,297
Finance costs - Note 3		(40,084	)		(32,538	)		(78,273	)		(73,513	)

Income before income taxes		1,298,806			560,923			2,418,151			1,358,848
Income taxes - Note 4		(342,255	)		(147,536	)		(601,021	)		(436,601	)

Net income	$	956,551		$	413,387		$	1,817,130		$	922,247

Other comprehensive income
Foreign currency translation adjustments	$	255,508		$	103,769		$	676,580		$	167,808

Total comprehensive income	$	1,212,059		$	517,156		$	2,493,710		$	1,090,055

F-28

Condensed Balance Sheets

See Notes to Condensed Financial Statements

	June 30,		December 31,
	2008		2007
	(Unaudited)		(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	2,470,483	$	333,081
Trade receivables		2,847,810		2,113,989
Deferred taxes		31,802		22,580
Other receivables		4,377		2,742
Inventories - Note 6		406,091		667,732

Total current assets		5,760,563		3,140,124
Intangible assets - Note 7		92,175		104,096
Property, plant and equipment, net - Note 8		3,231,471		3,133,301
Land use rights - Note 9		7,810,079		7,349,936
Deferred taxes		30,230		30,795

TOTAL ASSETS	$	16,924,518	$	13,758,252

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Current liabilities
Trade payables	$	527,523	$	612,085
Other payables and accrued expenses - Note 10		536,154		499,812
Amounts due to a related party - Note 11		67,078		43,392
Amount due to a stockholder - Note 11		-		27,420
Loan from a related party - Note 12		510,650		479,850
Other loans - Note13		1,429,820		1,343,580
Loan from government - Note 14		145,900		137,100
Income tax payable		355,708		414,572
Deferred revenue		48,147		72,663

Total current liabilities		3,620,980		3,630,474
Other payable - Note 10		941,055		884,295

TOTAL LIABILITIES		4,562,035		4,514,769

COMMITMENTS AND CONTINGENCIES - Note 17

STOCKHOLDERS’ EQUITY
Common stock - Note 15		4,758,358		4,133,068
Statutory reserve		481,912		481,912
Accumulated other comprehensive income		1,405,396		728,816
Retained earnings		5,716,817		3,899,687

TOTAL STOCKHOLDERS’ EQUITY		12,362,483		9,243,483

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	16,924,518	$	13,758,252

F-29

Condensed Statements of Cash Flows

See Notes to Condensed Financial Statements

	Six months ended June 30,
	2008			2007
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income	$	1,817,130		$	922,247
Adjustments to reconcile net income to net cash provided by operating activities :
Depreciation		101,641			92,278
Amortization for intangible assets		18,085			16,538
Amortization for land use rights		11,302			10,335
Deferred taxes		(5,086	)		(14,096	)

Changes in operating assets and liabilities :
Trade receivables		(581,486	)		651,280
Other receivables		(1,418	)		-
Inventories		296,027			(6,438	)
Income tax payable		(83,096	)		(453,026	)
Trade payables		(120,404	)		131,912
Other payables and accrued expenses		4,143			(33,856	)
Amount due to a related party		20,319			18,581
Amount due to a stockholder		(28,368	)		-
Deferred revenue		(28,368	)		-

Net cash flows provided by operating activities		1,420,421			1,335,755

Cash flows from investing activities
Payments to acquire property, plant and equipment		(1,560	)		(20,754	)
Payment for acquisition of land use rights		-			(486,413	)

Net cash flows used in investing activities		(1,560	)		(507,167	)

Cash flows from financing activities
Repayment of bank loans		-			(1,297,100	)
New other loans		-			518,840
Repayment of loan from government		-			(58,370	)
Loan from a related party		-			453,985
Proceeds of capital received		625,290			-

Net cash flows provided by (used in) financing activities		625,290			(382,645	)

Effect of foreign currency translation on cash and cash equivalents		93,251			13,994

Net increase in cash and cash equivalents		2,137,402			459,937

Cash and cash equivalents - beginning of period		333,081			304,519

Cash and cash equivalents - end of period	$	2,470,483		$	764,456

Supplemental disclosures for cash flow information :
Cash paid for :
Interest	$	78,213		$	73,467
Income taxes	$	732,733		$	903,723

F-30

The Company is primarily engaged in manufacture, marketing and sale of extracts from tobacco leaves residues. The Company operates manufacturing and distribution primarily in the PRC.

1.	Description of business

2.	Summary of significant accounting policies

Basis of presentation

The accompanying condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information. Accordingly, they do not include all the information and notes necessary for comprehensive financial statements.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, and necessary for a fair statement of the results for the six-month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. These condensed financial statements should be read in conjunction with the financial statements and the notes for the years ended December 31, 2007 and 2006.

Use of estimates

In preparing condensed financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred taxes and the estimation on useful lives and realizability of intangible assets and property, plant and equipment. Actual results could differ from those estimates.

F-31

Concentrations of credit risk

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

Inventories

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. As of June 30, 2008 and December 31, 2007, all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality. With respect to trade receivables, in order to reduce its credit risk, the Company has adopted credit policies, which include the analysis of the financial position of its customers and a regular review of their credit limits.

During the reporting periods, customers representing 10% or more of the Company’s sales are :-

	Six months ended June 30,
	2008		2007
	(Unaudited)		(Unaudited)

Fuzhou Yishun Imp. & Exp. Co., Ltd.	$	876,602	$	727,032
Fujian Wuyishang City Lukang Bioengineering Co., Ltd.		780,396		364,666
Shanghai Zhaoxiang Biologic Technology Co., Ltd.		775,054		752,768
Guangdong Qingyuan Shengzhitang Modern Chinese Medicine Co., Ltd.		759,531		669,697

	$	3,191,583	$	2,514,163

As of June 30, 2008 and 2007, percentage of the gross receivables due from these customers were as follows :-

	As of June 30,
	2008			2007
	(Unaudited)			(Unaudited)

Fuzhou Yishun Imp. & Exp. Co., Ltd.		20	%		38	%
Fujian Wuyishang City Lukang Bioengineering Co., Ltd.		14	%		13	%
Shanghai Zhaoxiang Biologic Technology Co., Ltd.		18	%		23	%
Guangdong Qingyuan Shengzhitang Modern Chinese Medicine Co., Ltd.		13	%		22	%

F-32

Recently issued accounting pronouncements

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

SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS 159 also establishes presentation and disclosure requirements to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The requirements of SFAS 159 are effective for the fiscal year beginning on January 1, 2008. The adoption of SFAS 159 did not have a material impact on the Company’s financial statements.

SFAS 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”

SFAS 141 (Revised) “Business Combinations”

F-33

Recently issued accounting pronouncements (Cont’d)

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

SFAS 161 "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133"

In March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal year beginning after November 15, 2008, with early adoption encouraged. The management is in the process of evaluating the impact that SFAS 161 will have on the Company’s financial statements upon adoption.

SFAS 162 " The Hierarchy of Generally Accepted Accounting Principles"

3.	Finance costs

	Three months ended June 30,				Six months ended June 30,
	2008		2007		2008		2007
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Bank loans interest	$	4,166	$	-	$	7,471	$	8,775
Other loans interest		35,887		32,519		70,742		64,693
Bank charges		31		19		60		45

	$	40,084	$	32,538	$	78,273	$	73,513

During the periods ended June 30, 2008 and 2007, loans interest expenses to a related company were $18,617 and $17,024 respectively.

F-34

Notes to Condensed Financial Statements

(Unaudited)

(Stated in US Dollars)

4.	Income taxes

The Company is subject to enterprise income tax at 33% of the assessable profits as reported in the statutory financial statements prepared under China Accounting regulations in the PRC

5.	Earnings per share

The basic and diluted earnings per share are not presented because the Company’s common stock represents the outstanding registered capital of the Company which are not divided into number of shares.

6.	Inventories

	June 30,		December 31,
	2008		2007
	(Unaudited)		(Audited)

Raw materials	$	93,964	$	333,945
Work-in-progress		288,913		301,417
Finished goods		23,214		32,370

	$	406,091	$	667,732

7.	Intangible assets

	June 30,			December 31,
	2008			2007
	(Unaudited )			(Audited )

Technologies - Note (a)	$	196,965		$	185,085
Software		3,166			2,975

		200,131			188,060
Accumulated amortization		(107,956	)		(83,964	)

Intangible assets, net	$	92,175		$	104,096

F-35

7.	Intangible assets (Cont’d)

Note:	(a)	The technologies were purchased from third parties for producing an existing product - Solanesol and a new product - Oragic Green Barley Supplements (Paiqianshu) , the application for patent is in process and has been initially accepted by the relevant government department.

	(b)	During the periods ended June 30, 2008 and 2007, amortization charge was $18,085 and $16,538 respectively.

	(c)	The estimated aggregate amortization expenses for intangible assets for the five succeeding periods is as follows :-

Year

2008	$	18,392
2009		36,785
2010		22,601
2011		2,128
2012		2,128

	$	82,034

8.	Property, plant and equipment

	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
Costs:
Buildings - Note (a)	$	1,918,374		$	1,802,666
Plant and machinery		855,714			804,102
Office equipment		96,982			91,132
Motor vehicles		92,345			86,776

		2,963,415			2,784,676
Accumulated depreciation		(438,975	)		(314,254	)

		2,524,440			2,470,422
Construction in progress - Note (b)		707,031			662,879

Net	$	3,231,471		$	3,133,301

F-36

During the reporting periods, depreciation is included in :-

8.	Property, plant and equipment (Cont’d)

	Three months ended June 30,				Six months ended June 30,
	2008		2007		2008		2007
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

Cost of sales and inventory overheads	$	28,986	$	26,249	$	57,138	$	52,221

Administrative expenses		22,576		20,135		44,503		40,057

Net	$	51,562	$	46,384	$	101,641	$	92,278

Note :	(a)	Property certificates of buildings with carrying amounts of $1,734,210 as of June 30, 2008 are yet to be obtained.

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

9.	Land use rights

	June 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)

Land use rights	$	7,858,516		$	7,384,528
Accumulated amortization		(48,437	)		(34,592)	)

	$	7,810,079		$	7,349,936

The carrying amount of land use rights as of June 30, 2008 comprises three land use rights, which were required for building factories and offices, with amounts of $971,794, $97,705 and $6,740,580 respectively. The legal title of the second and third land use rights with carrying amount of $6,838,285 has not yet been transferred to the Company. The application of legal title is in the process and the management expects there will be no legal hindrance in obtaining the legal titles and no extra costs will be incurred.

The land use right with carrying amount of $6,740,580 which was acquired on November 14, 2006 has not been used and developed, accordingly no amortization was provided.

During the periods ended June 30, 2008 and 2007, amortization change was $11,302 and $10,335 respectively.

F-37

The estimated aggregate amortization expenses for land use rights for the five succeeding years is as follows :-

9.	Land use rights (Cont’d)

Year

2008	$	11,302
2009		79,192
2010		158,417
2011		158,417
2012		158,417

	$	565,745

10.

Other payables and accrued expenses

	June30,		December 31,
	2008		2007
	(Unaudited)		(Audited)

Rental payable	$	5,581	$	1,542
Salaries payable		59,343		60,219
Other accrued expenses		176,057		201,394
Value-added tax payable		192,297		178,956
Land use rights payable - Note		999,415		939,135
Other payables		44,516		2,861

Total	$	1,477,209	$	1,384,107

Current portion	$	536,154	$	499,812
Non current portion - Land use rights payable - Note		941,055		884,295

Total	$	1,477,209	$	1,384,107

Note : It is interest-free, and repayable by instalments with last payment due by December 31, 2009.

11.

Amounts due to a related party / a stockholder

The amounts are interest-free, unsecured and repayable on demand.

12.

Loan from a related party

The loan from a related company bears interest rate at 7.5% per annum, is unsecured and repayable on demand.

F-38

These other loans are borrowed from third parties, unsecured and bear interest at fixed rate of 7.5% per annum.

13.

Other loans

	June 30,		December 31,
	2008		2007
	(Unaudited)		(Audited)

Repayable within 1year	$	1,429,820	$	1,343,580

14.

Loan from government

The government loan was designated for a research project. It is interest-free, unsecured and repayable within one year.

15.

Common stock

	June 30,		December 31,
	2008		2007
	(Unaudited)		(Audited)

Registered and paid up	$	4,758,358	$	4,133,068

Pursant to the resolution passed in the stockholders’ meeting on December 7, 2007, the Company’s registered share capital was increased from $4,133,068 to $4,758,358. All increased registered share capital was paid up in January 2008.

16.

Defined contribution plan

The Company has a defined contribution plan for all qualified employees in the PRC. The employer and its employees are each required to make contributions to the plan at the rates specified in the plan. The only obligation of the Company with respect to retirement scheme is to make the required contributions under the plan. No forfeited contribution is available to reduce the contribution payable in the future years. The defined contribution plan contributions were charged to the statements of income. The Company contributed $22,237 and $20,173 for the six months ended June 30, 2008 and 2007 respectively.

F-39

17.

Commitments and contingencies

As of June 30, 2008, the Company had capital commitments amounting to $53,254 in respect of the acquisition of property, plant and equipment which were contracted for but not provided in the financial statements.

Capital commitments

Operating lease arrangements

As of June 30, 2008, the Company had two non-cancelable operating leases for its office. The lease will expire in 2010 and the expected payments are as follows :-

Year

2008	$	7,623
2009		12,438
2010		8,499

	$	28,560

The rental expenses relating to the operating leases was $5,532 and $1,557 for periods ended June 30, 2008 and 2007 respectively.

(c)

Contingencies

As of June 30, 2008, the Company had no contingencies.

18.

Segment information

All of the Company’s long-lived assets and revenues classified based on the customers are located in the PRC.

F-40

Apart from the transactions as disclosed in elsewhere in the financial statements, the Company has entered into the following transactions with related parties :-

19.

Related party transactions

Related party relationship	Type of transaction	Three months ended June 30,				Six months ended June 30,
		2008		2007		2008		2007
		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)

A related company (common	Loans interest expenses	$	9,444	$	8,558	$	18,617	$	17,024
stockholder and director)	Rental expenses	$	863	$	782	$	1,702	$	1,557

20.

Post balance sheet events

On July 25, 2008, the Company entered into the following contractual arrangements :-

F-41

Post balance sheet events (Cont’d)

20.

Share Pledge Agreement. Under this share pledge agreement between Green Planet and the Company’s Stockholders, the Company’s Stockholders pledged all of their equity interests in the Company, including the proceeds thereof, to guarantee all of Green Planet’s rights and benefits under the Restructuring Agreements. Prior to termination of this share pledge agreement, the pledged equity interests cannot be transferred without Green Planet’s prior consent.

Stockholders’ Voting Proxy Agreement. Under the stockholders' voting proxy agreement between Green Planet and the Company’s Stockholders, the Company’s Stockholders irrevocably and exclusively appointed the members of the board of directors of Green Planet as their proxy to vote on all matters that require the Company’s Stockholders’ approval. The members of the board of directors of Green Planet are identical to those of the Company.

F-42