The Company

6 Months Ended

Sep. 30, 2011

Note 1 - The Company

The Company - Green Planet Group, Inc. (which is referred to herein together with its subsidiaries as “Green Planet,” “GPG,” “the Company,” “ we”, “us” or “our”), formerly EMTA Holdings, Inc. and before that Omni Alliance Group, Inc., was organized and incorporated in the state of Nevada. On March 31, 2006, we changed our name from Omni Alliance Group, Inc. to EMTA Holdings, Inc., and on May 22, 2009 we changed the name through merger with a wholly owned subsidiary to Green Planet Group, Inc. Our common stock now trades on the OTC-Bulletin Board market under the trading symbol “GNPG.”

Nature of the Business - We are a specialty energy conservation chemical company that produces and supplies technologies to the global transportation, industrial and consumer markets. These technologies include gasoline, oil and diesel additives for engines and other transportation-related fluids and industrial lubricants. We also operate an industrial staffing and employment business by providing employees to the light industrial, medical, aviation maintenance and IT industries on a national basis.

Continuance of Operations

These condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to develop products, operate its sales force and to acquire additional businesses. The Company has negative working capital, has incurred operating losses and requires additional capital to fund development activities, meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. During the year ended March 31, 2011 and the six months ended September 30, 2011, the Company did not issue any common stock for cash proceeds. The Company is in negotiations to obtain additional necessary capital to complete its regulatory approvals, expand production and sales and generally meet its business objectives. The Company forecasts that the equity and additional borrowing capacity that it is working to obtain will provide sufficient funds to complete its primary development activities and achieve profitable operations, although the Company can provide no assurance that additional equity or additional borrowing capacity will be obtained or that profitable operations will be achieved. As a result, the Company’s independent registered public accounting firm has issued a going concern opinion on the Company’s condensed consolidated financial statements for the year ended March 31, 2011. These financial statements do not include any adjustments that might result from this uncertainty.

Deconsolidation of Subsidaies Filing Chapter 11 Bankruptcy

On August 18, 2011, Lumea Staffing, Inc. and Lumea Staffing of CA, Inc., two subsidiaries of Lumea, Inc., filed Chapter 11 reorganization proceedings in the United States Bankruptcy Court for the District of Arizona. In accordance with Accounting Standards Codification (“ASC 810”), when a subsidiary becomes subject to the control of a government, court, administrator, or regulator, deconsolidation of that subsidiary is generally required. We have therefore deconsolidated Lumea Staffing, Inc. and Lumea Staffing of CA, Inc. from our balance sheet as of August 18, 2011, and have eliminated the results of their operations from our results of operations beginning on that date. We believe we have no responsibility for liabilities of these two entities. As a result of the Chapter 11 reorganization proceedings, on a prospective basis we will continue to account for our investment in these two entities under the cost method.

The gain on deconsolidation related to the carrying amount of net assets of the two entities at August 18, 2011 was calculated in accordance with ASC 810-10-40-5, as follows:

a)	the aggregate of (1) the fair value of consideration received, (2) the fair value of any retained noncontrolling investment in the former subsidiaries at the date the subsidiaries are deconsolidated, and (3) the carrying amount of any noncontrolling interest in the former subsidiaries; less

b)	the carrying amount of the former subsidiary’s assets and liabilities.

In determining the carrying value of any retained noncontrolling investment in the two entities at the date of deconsolidation we considered several factors, including analyses of cash flows combined with various assumptions relating to the future performance of these entities and a discounted value of the entities’ recorded payroll tax and workers’ compensation liabilities and future workers’ compensation obligations based on information available to us as of the date of deconsolidation. The discounted cash flow approach relies primarily on Level 3 unobservable inputs, whereby expected future cash flows are discounted using a rate that includes assumptions regarding an entity’s average cost of debt and equity, incorporates expected future cash flows based on historical experience, and applies certain assumptions about risk and uncertainties due to the bankruptcy filing. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. As a result of this analysis, we determined that the carrying value of our retained interest in the two entities in bankruptcy approximated zero. The entities will be presented using the cost method during the reorganization period.

The following table summarizes the effects on the September 30, 2011 Condensed Consolidated Balance Sheet of the deconsolidation of the two entities effective August 18, 2011:

Cash	$	(327,946	)
Accounts receivable		(885,678	)
Other assets		(720,000	)
Property, plant and equipment		(11,207	)
Reduction of total assets 08/18/11	$	(1,944,831	)

Accounts payable	$	(895,395	)
Accounts payable - Tax & Wage		(10,455,142	)
Accrued liabilities		(2,874,986	)
Notes payable		(6,191,639	)
Reduction of total liabilities and stockholders' equity	$	(20,417,162	)

Gain from deconsolidation of bankrupty subsidiaries	$	18,472,331

Contingent Liability

The above gain does not include $6,725,000 which is presented as a contingent liability pending definitive resolution of the bankrupty by the two entities and represents the trust fund portion of the payroll tax liability. The Company does not believe that it has any liability for these amounts and upon resolution and acceptance of a plan of reorganization by the Bankruptcy Court the matter will be resolved and the Company will recognize an additional gain in the period that it is resolved.

Note 16 reflects the financial results of the two entities since deconsolidation.

Acquisition of Arizona Independent Power, Inc. and staffing acquisition

The Company made two acquisitions: 1) On July 6, 2011, the Company acquired an approximately $4,000,000 per annum in light industrial employee staffing business in Illinois for 1,000,000 shares of the Company's restricted common stock, a six year promissory note for $500,000 with payment commencing in October 2011, and brokerage fees of $36,000 and 50,000 shares of free-trading common stock. At July 6, 2010 the stock was valued at $42,000 and has been issued and is outstanding. The remainder of the purchase price is contingent and has been deferred pending completion of the acquisition of the above referenced staffing business until at least April 1, 2012, and 2) on August 1, 2011, the Company entered into a Stock Purchase Agreement (the “Agreement”) with the shareholders of Arizona Independent Power, Inc. (“AIP”), a Nevada corporation, to acquire all of the issued and outstanding stock of that company. The sellers are not and have not been associated with the Company. The purchase price to the Sellers is one million common shares of restricted common stock valued as of the acquisition date at $40,000, which has been paid, a contingent note payable in the amount of $2 million, payable when the Company has raised $5 million for the initial exploration as described below, and a contingent note payable for $9 million due the Company when the license to construct and operate the underlying project is issued. Management deems the occurrence of these contingent events to be unlikely, and therefore, the contingent notes have not been included in the acquisition-date fair value of the total consideration of the acquisition.

The sole asset of AIP is its permit from the Federal Energy Regulatory Commission (“FERC”) for AIP to explore, evaluate and file an environmental impact report and application for the construction and operation of the Verde Pumped Storage Project in Maricopa County, Arizona. The pumped storage system is a renewable green energy electrical power source similar to others already operating in the United States and around the world. The exploration and licensing phase could take six to nine months from funding and the construction phase could be as long as five years with an aggregate construction cost in excess of $1.2 billion.

AIP has no employees, has had no sales or revenue, and no assets other than the permit. The estimated cost of the studies and licensing process is estimated at $50 to $80 million. The Company is currently working to secure this financing.

GREEN PLANET GROUP, INC. 10-Q/A