UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_____________________

FORM 8-K

~~_____________________~~CURRENT REPORT

~~CURRENT REPORT~~ PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

~~COMMISSION~~DATE OF ~~FILE~~EARLIEST ~~NO.~~REPORTED EVENT: ~~3-52472~~NOVEMBER 19, 2007

Date of Report: May 30, 2007

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

(Exact name of ~~registrant~~Registrant as specified in its charter)

Delaware	583-~~2258912~~52472	58-2258912
(State of Other Jurisdiction of Incorporation or organization)	(I.R.S.Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification Number)
238 Jianxindong Street, Laizhou, Shandong Province, P.R. China
of incorporation)
(Address of principal executive offices)	Zip Code

238 Jianxindong Street, Laizhou, Shandong Province, the People’s Republic of China

(Address of principal executive offices)

011-86451-8271-3712

(Registrant’s telephone number, including area code)

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~~ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Departure~~ Board of Directors ~~or Principal Officers; Appointment of Certain Officers~~

OnMr. ~~May~~Daoqi Jiang ~~30,~~and ~~2007~~Mr. ~~Sanncy~~Chunman ~~Zeng~~Zhang resigned from ~~her~~the ~~position~~board asof adirectors ~~member~~ of Shandong Zhouyuan’s ~~Board~~Seed and Nursery Co., Ltd. (the “Company”), effective November 19, 2008. Their resignations were not the result of ~~Directors~~any ~~and~~disagreement ~~from~~with the ~~her~~Company ~~position~~on asany ~~its~~matter ~~Chief~~relating ~~Financial~~to ~~Officer~~the Company’s operations, policies or practices.

OnMr. ~~the~~Jian Zhou ~~same~~was ~~date,~~appointed ~~the~~as ~~Board~~director ofand ~~Directors~~vice ~~elected~~chairman ~~Zhang~~and ~~Chunman~~Mr. toChi ~~serve~~Tai was appointed as director to the ~~Chief~~Company’s ~~Financial~~board ~~Officer~~of directors effective as of December 10, 2008. ~~Information~~ In ~~about~~connection with the appointment Mr. ~~Zhang~~Zhou ~~follows:~~will receive 250,000 shares of the Company’s common stock and Mr. Tai will receive 200,000 shares of the Company’s common stock at the first anniversary of their appointments to the Company’s board of directors.

~~Zhang~~Mr. ~~Chunman~~Zhou currently ~~served~~serves as ~~Chief~~Chairman ~~Financial~~of ~~Officer~~Sichuan ~~for~~Jiancheng ~~Shandong~~Technology ~~Zhouyuan~~Industry ~~from~~Co., ~~2005~~Ltd. and ~~until~~has ~~February~~held ~~2007. From~~the ~~2004~~position Mrsince 2004. He ~~Zhang~~concurrently ~~was~~serves ~~also~~as Chairman ~~employed~~of asSichuan ~~the~~Southwest ~~Chief~~Jiaotong ~~Financial~~University ~~Officer~~Long ofHui ~~Heilongjiang~~Software ~~Pingchuan~~Development Co., ~~which~~Ltd. ~~was~~and anhas ~~affiliate~~served ofin ~~Shandong~~that ~~Zhouyuan~~capacity ~~until~~since ~~February 2007~~2005. From ~~2003~~2004 to ~~2004~~ 2005, Mr. ~~Zhang~~Zhou ~~was~~held the ~~Financial~~positions ~~Manager~~of ~~for~~Vice ~~Harbin~~Chairman ~~Lingfeng~~and ~~Medicine,~~Executive ~~Inc.,~~Deputy aGeneral Manager ~~pharmaceutical~~of ~~company~~Sichuan C. ~~From~~Net. In ~~2001 to 2003~~addition, Mr. ~~Zhang~~Zhou ~~was~~is ~~employed~~also asa ~~Financial~~director ~~Manager~~of American ~~for~~Nano ~~the~~Silicon ~~Heilongjiang~~Technology, ~~Supply and Sales Cooperation Foreign Trade Company~~Inc. ~~Mr.~~ ~~Zhang is 45 years old~~(ANNO.PK).

~~SIGNATURE~~Mr. Chi Tai is currently the chief executive officer of www.chineseticketbox.com and has held the position since 1992. Mr. Tai is also the person in charge of Fremont Peralta Auto Center and has been since 1992. Since 1982, Mr. Tai has been the person in charge of San Francisco Potrero Unocal 76 Service Center.

Chief Financial Officer

Mr. Chunman Zhang, Chief Financial Officer of the Company, resigned effective as of December 10, 2008. Mr. Zhang’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Ms. Yiquen Liu, was appointed as the Company’s Chief Financial Officer effective as of December 10, 2008 to succeed Mr. Zhang. Prior to joining the Company as its Chief Financial Officer, Ms. Liu served as the Chief Financial Officer of Fuxiangju Hotel of Shandong Province of China from January 2008 to November 2008. From May 2006 to August 2007, Ms. Liu was the Director of Finance for the Beijing branch of Chengdu Sanhe Group. From September 2004 to April 2006 Ms. Liu served as an assistant to the general manager of Chengdu Sanhe Group. From January 2003 to July 2004, Ms. Liu held the position of in house accountant for Beijing Tianyu Logistics Company, Dongcheng District branch office.

Ms. Liu will receive 180,000 shares of the Company’s common stock as compensation for her services as the Company’s Chief Financial Officer on the first anniversary of her appointment to the position.

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 hereunto duly authorized.

SHANDONG ZHOUYUAN SEED AND NURSERY CO, LTD.

	SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.



Date: December 23, 2008	/s/ Wang Zhigang
	Wang Zhigang
	Chief Executive Officer

Dated: June 15, 2007

By: /s/ Wang Zhigang

Wang Zhigang, Chief Executive Officer

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