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): ~~December~~January 13, ~~2011~~2012

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 4.01

Changes in Registrant's Certifying Accountant.

a. On ~~December~~January 112, ~~2011~~2012, ~~our~~the Board of Directors ~~received~~and athe ~~letter~~Audit ~~notifying~~Committee us of the ~~resignation~~Board of ~~our~~Directors of ~~independent~~the ~~registered~~Company ~~public~~approved ~~accounting~~the ~~firm,~~engagement ~~Semple,~~of ~~Marchal~~SingerLewak ~~& Cooper,~~ LLP (“~~SMC~~SingerLewak”), as ~~effective~~the ~~November~~Company’s ~~29,~~new ~~2011~~independent registered public accounting firm.

~~SMC’s~~During ~~reports on~~ the Company’s ~~consolidated~~two ~~financial~~most ~~statements~~recent ~~for~~fiscal ~~the two~~ years ended March 31, 2011 and 2010 ~~contained~~and anthrough ~~explanatory~~January ~~paragraph~~12, ~~regarding~~2012, neither the ~~uncertainty~~Company, asnor toanyone acting on its behalf, consulted with SingerLewak regarding (i) the ~~Company’s~~application ~~ability~~of toaccounting ~~continue~~principles asto a ~~going~~specified ~~concern.~~transaction, ~~Except~~either ~~for~~completed or proposed, or the ~~“going~~type ~~concern”~~of ~~qualification,~~audit ~~SMC’s~~opinion ~~reports~~that might be rendered on the Company’s ~~consolidated~~ financial statements, ~~for~~and SingerLewak did not provide either a written report or oral advice to the ~~two~~Company ~~years~~that ~~ended~~SingerLewak ~~March~~concluded ~~31,~~was ~~2011~~an ~~and~~important ~~2010,~~factor ~~did~~considered ~~not~~by ~~contain~~the Company in reaching a decision as to any ~~adverse~~accounting, ~~opinion~~auditing, or ~~disclaimer~~financial reporting issue; or (ii) any matter that was the subject of ~~opinion~~any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and ~~were~~the ~~not~~related ~~qualified~~instructions, or ~~modified~~a asreportable toevent ~~audit~~within ~~scope~~the ormeaning ~~accounting~~set ~~principles~~forth in Item 304(a)(1)(v) of Regulation S-K.

cItem 5. ~~Through~~02 ~~the~~Departure ~~periods~~of ~~covering~~Directors ~~the~~or ~~financial~~Certain ~~audits~~Officers; ~~for~~Election ~~March~~of ~~31,~~Directors; ~~2011~~Appointment ~~and 2010 and during any subsequent interim period through the date~~ of ~~SMC’s~~Certain ~~resignation,~~Officers; ~~there~~Compensatory ~~have~~Arrangements ~~been no reportable events with us as set forth in Item 304(a)(1)(v)~~ of ~~Regulation~~Certain ~~S-K~~Officers.

~~d. We~~On ~~have~~January ~~requested~~3, ~~that~~2012, ~~SMC~~James ~~furnish~~C. usMarshall, ~~with~~Chief aFinancial ~~letter~~Officer ~~addressed~~of to the ~~Securities~~Company, ~~and~~resigned ~~Exchange~~from ~~Commission~~all ~~stating~~his ~~whether~~positions ~~or not SMC agrees~~ with the ~~above~~Company ~~statements.~~and Aall ~~copy~~ of ~~SMC’s~~its ~~letter, dated December 7, 2011, is attached as Exhibit 16~~subsidiaries.~~1 to this Form 8-K.~~

The Company is considering candidates for the position of Chief Financial Officer, which candidates include existing employees of the Company. In the interim, the Company will rely on existing employees to assume Mr. Marshall’s responsibilities. A copy of Mr. Marshall’s Letter of Resignation is attached hereto as Exhibit 17.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
16.1		Letter to the Securities and Exchange Commission from Semple, Marchal & Cooper, LLP Regarding Change in Certifying Accountant
17.1		Letter of Resignation of James C. Marshall dated January 3, 2012

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: ~~December~~January 713, ~~2011~~2012

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

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