Green Planet 8-K Other Events

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):   June 6, 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:

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

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

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

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

Item 8.01 Other Events.

The Company has become aware that 9,955,500 common shares of its stock originally issued to Clifford Blake (“Blake”) in conjunction with the acquisition of certain assets from him and other sellers in March 2009, and the subject of certain litigation for rescission against Blake, have been transferred to ACE American Insurance Company (“ACE”). These shares were transferred pursuant to a Judgment Against Garnishee Clifford Blake (Arizona Superior Court CV2009-030709) by which ACE became the holder of these restricted disputed shares for which the Company still seeks rescission and cancellation.  As of August 8, 2011, these shares represent 5.6% of the outstanding shares of Green Planet Group, Inc.

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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 9, 2011

GREEN PLANET GROUP,  INC.
By:	/s/ Edmond L. Lonergan
	Edmond L. Lonergan
	President – Chief Executive Officer

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