Exhibit 31.2




OFFICER’S
CERTIFICATE


PURSUANT
TO SECTION 302*




I, James
C. Marshall, certify that:
  1.  
I have reviewed this Form 10-K/A for the year ended March 31, 2009 of Green
Planet Group, Inc.;
  2.  
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under 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 financial information
included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this
report;
  4.  
The registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;
  (b)   Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
  (c)   Evaluated the effectiveness of the small business issuer’s
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, 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 small business
issuer’s internal control over financial reporting that occurred during the
small business issuer’s most recent fiscal quarter (the small business issuer’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer’s internal control over financial reporting; and
  5.  
The small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee of
the small business issuer’s board of directors (or persons performing the
equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability to
record, process, summarize and report financial information; and
  (b)   Any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer’s
internal control over financial reporting.




Date: 
      February 22, 2010By:
                      /s/ James
      C. MarshallName:  James
      C. MarshallTitle: 
      Chief Financial Officer


*
              The introductory
      portion of paragraph 4 of the Section 302 certification that refers
      to the certifying officers’ responsibility for establishing and
      maintaining internal control over financial reporting for the company, as
      well as paragraph 4(b), have been omitted in accordance with Release
      No. 33-8934 (June 26, 2008) because the compliance period has been
      extended for small business issuers until the first fiscal year ending on
      or after June 30,
2010.