UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): ~~August~~December 151, 2011

GREEN PLANET GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-136583	41-2145746
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

14988 N. 78th Way, Suite 103, Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)


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

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 24.0401 ~~Triggering~~Changes ~~Events~~in ~~That~~Registrant's ~~Accelerate~~Certifying ~~or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement~~Accountant.

~~The~~a. On ~~Registrant~~December ~~and~~1, ~~its~~2011 ~~financing~~our ~~subsidiary~~Board ~~received notice~~ of ~~Complaint~~Directors ~~filed~~received bya ~~the~~letter ~~Shelter~~notifying ~~Island~~us ~~Opportunity Fund, LLC (“SIOF”) in the Supreme Court~~ of the ~~State~~resignation of ~~New~~our ~~York,~~independent ~~County~~registered ofpublic ~~New~~accounting ~~York seeking payment of all sums due ($2~~firm,~~091,082.65)~~ ~~together with contractual interest and fees~~Semple, ~~possession~~Marchal of& ~~the plant~~Cooper, ~~equipment~~LLP ~~and inventory located in Durant~~(“SMC”), ~~OK,~~effective ~~subject~~November ~~to existing first mortgages. The Company’s statutory agent has been served with the Complaint~~29, ~~however, the complete filing was not received~~2011. ~~Upon receipt of the entity pleasing the Company will evaluate its alternatives, will attempt to restructure the existing debt with SIOF.~~

~~Item~~SMC’s 5reports on the Company’s consolidated financial statements for the two years ended March 31, 2011 and 2010 contained an explanatory paragraph regarding the uncertainty as to the Company’s ability to continue as a going concern.02 ~~Departure~~Except offor ~~Directors~~the or“going ~~Certain~~concern” ~~Officers;~~qualification, ~~Election~~SMC’s ofreports ~~Directors;~~on ~~Appointment~~the ofCompany’s ~~Certain~~consolidated ~~Officers;~~financial ~~Compensatory~~statements ~~Arrangements~~for the two years ended March 31, 2011 and 2010, did not contain any adverse opinion or disclaimer of ~~Certain~~opinion ~~Officers~~and were not qualified or modified as to audit scope or accounting principles.

b. Through the periods covering the financial audits for March 31, 2011 and 2010 and during any subsequent interim period through the date of SMC’s resignation, there have been no disagreements with SMC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of SMC would have caused them to make reference thereto in their report on the financial statements (as defined in Item 304(a)(1)(iv)); however, SMC’s resignation did state: “Our resignation is due to the fact that we were not provided, on a timely basis, information requested in regards to our review of the consolidated corporate financial statements for the six month period ended September 30, 2011, as included in the Form 10-Q filing.”

~~The~~c. Through ~~Registrant~~the ~~received~~periods acovering ~~letter from Ed Miller, a director of~~ the ~~Company~~financial ~~and~~audits ~~Chairman~~for ofMarch ~~the Audit Committee~~31, ~~informing~~2011 ~~the~~and ~~Registrant~~2010 ~~that~~and ~~due~~during toany ~~poor~~subsequent ~~health,~~interim heperiod ~~will~~through ~~resign from~~ the ~~Board~~date ~~and Audit Committee effective as~~ of ~~September~~SMC’s 30resignation, ~~2011.~~there ~~There~~ have been no ~~disagreements~~reportable ~~between~~events ~~the~~with ~~Registrant~~us ~~and~~as ~~Mr.~~set ~~Miller.~~forth ~~The~~in ~~Company~~Item ~~greatly~~304(a)(1)(v) ~~appreciates the Mr. Miller’s years~~ of ~~service~~Regulation ~~and devotion of time and efforts necessary to his responsibilities as a Director and Chairman~~S-K.

~~Item~~d. We 8have requested that SMC furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not SMC agrees with the above statements.01 ~~Other~~A ~~Events~~copy of SMC’s letter, dated December 7, 2011, is attached as Exhibit 16.1 to this Form 8-K.

On August 17, 2011, two of the staffing subsidiaries of Lumea, Inc., Lumea Staffing, Inc. and Lumea Staffing of CA, Inc., filed for protection and reorganization under Chapter 11 of the United States Bankruptcy Code in the District of Arizona, Case Numbers 2:11-bk-23582-JMM and 11-bk-23585-SCC, respectively. The management of these companies will be debtors-in-possession (“DIP”) while they develop reorganizational plans to resolve claims with their creditors and emerge as profitable entities. During this period, the DIP’s will be subject to periodic filing requirements with the court and reporting to the U.S. Trustee’s office on operations. The entities accounted for approximately 45% of the gross revenue for the quarter ended June 30, 2011 and a disproportionate amount of the loss for that quarter due to the large interest and penalties attributable to these two entities for unpaid payroll taxes. Attached hereto as Exhibit 99.1 is the press release issued on August 18, 2011.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
10.1		Resignation Letter
16.1		Letter to the Securities and Exchange Commission from Semple, Marchal & Cooper, LLP Regarding Change in Certifying Accountant
99.1		Press Release

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.

Dated: ~~August~~December 187, 2011

GREEN PLANET GROUP, INC. By: /s/ ~~Edmond~~James LC. ~~Lonergan~~Marshall ~~Edmond~~James LC. ~~Lonergan~~Marshall ~~President~~Chief –Financial ~~Chief~~Officer ~~Executive~~(Principal Financial and Accounting Officer)

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