10-Q/A - PLAG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31,2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number:

001-34449

PLANET GREEN HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	87-0430320

| (State or other jurisdiction of | (I.R.S. Employer |

| incorporation or organization) | Identification Number) |

36-10 Union St. 2^nd^ Floor

Flushing, NY 11345

(Address of principalexecutive office and zip code)

(718) 799-0380

(Registrant’stelephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

| Common Stock, par value $0.001 per share | PLAG | NYSE American |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |

| | | Emerging growth company | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The number of outstanding shares of the registrant’s

common stock as of May 13, 2022 was 50,081,930.

EXPLANATORY NOTE

Planet Green Holdings Corp. is filing this Amendment No. 1 to its quarterly report on Form10-Q for the period ended March 31, 2022 as an exhibits-only filing in order to file amended Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, this amendment consists only of the facing page, this explanatory note, the signature page to the Form 10-Q and the filed exhibits.

The Registrant is filing the following Exhibits

31.1	Certification<br> of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a),<br> as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;
31.2	Certification<br> of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant<br> to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase<br> Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase<br> Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase<br> Document
104	Cover Page Interactive Data File (formatted as Inline<br> XBRL and contained in Exhibit 101)

The remainder of the quarterly report is unchanged and has therefore been omitted.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PLANET GREEN HOLDINGS CORP.
Date: February 6, 2023	By:	/s/ Bin Zhou
		Bin Zhou, Chief Executive Officer and Chairman<br><br>(Principal Executive Officer)

Exhibit 31.1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICERPURSUANT TO SECTION 302

I,	Bin Zhou, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q/A of Planet<br>Green Holdings Corp.;
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2.	Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.	The Registrant’s other certifying officer and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
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a.	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
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b.	Designed such internal control over financial reporting or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
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c.	Evaluated the effectiveness of the Registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures<br>as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the Registrant’s<br>internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>Registrant’s internal control over financial reporting; and
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5.	The Registrant’s other certifying officer and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the<br>audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s<br>ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the Registrant’s internal control over financial reporting.
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Date: February 6, 2023	By:	/s/ Bin Zhou
---	---	---
		Bin Zhou, Chief Executive Officer and Chairman<br><br>(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICERPURSUANT TO SECTION 302

I,	Lili Hu, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q/A of Planet<br>Green Holdings Corp.;
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2.	Based on my knowledge, this report does not contain any untrue<br>statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under<br>which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other<br>financial information included in this report, fairly present in all material respects the financial condition, results of operations<br>and cash flows of the Registrant as of, and for, the periods presented in this report;
---	---
4.	The Registrant’s other certifying officer and I are<br>responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br>and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
a.	Designed such disclosure controls and procedures, or caused<br>such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant,<br>including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which<br>this report is being prepared;
---	---
b.	Designed such internal control over financial reporting or<br>caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally<br>accepted accounting principles;
---	---
c.	Evaluated the effectiveness of the Registrant’s disclosure<br>controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures<br>as of the end of the period covered by this report based on such evaluation; and
---	---
d.	Disclosed in this report any change in the Registrant’s<br>internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s<br>fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the<br>Registrant’s internal control over financial reporting; and
---	---
5.	The Registrant’s other certifying officer and I have<br>disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the<br>audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the<br>design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s<br>ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management<br>or other employees who have a significant role in the Registrant’s internal control over financial reporting.
---	---
Date: February 6, 2023	By:	/s/ Lili Hu
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		Lili Hu, Chief Financial Officer<br><br> <br>(Principal Financial and Accounting Officer)