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|   | I,      Min Zhao certify that:                                                                                                                                                                                                                                                                                                                                                                                                      |
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| 1.     | I      have reviewed this Annual Report on Form 10-K of Green Planet      Bioengineering Co., Ltd;                                                                                                                                                                                                                                                                                                                                  |
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| 2.     | Based      on my knowledge, this Annual 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      Annual Report;                                                                                   |
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| 3.     | Based      on my knowledge, the financial statements, and other financial information      included in this Annual 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 Annual      Report;                                                                                           |
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| 4.     | The      small business issuer’s other certifying officers 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 small business issuer’s and we      have:                           |
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| a.     | designed      such disclosure controls and procedures, or have 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 Annual Report is      being prepared; |
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| b.     | designed      such internal controls 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;                              |
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| c.     | evaluated      the effectiveness of the small business issuer’s disclosure controls and      procedures and presented in this Annual Report our conclusions about the      effectiveness of the disclosure controls and procedures, as of the period      covered by this report based on such evaluation; and                                                                                                                |
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| d.     | disclosed      in this Annual Report any change in the small business issuer’s internal      control over financial reporting that occurred during the year ended      December 31, 2008 that has materially affected, or is reasonably likely to      materially affect, the small business issuer’s internal control over      financial reporting ;                                                                  |
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| 5.     | The      small business issuer’s other certifying officers 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 function):                                                         |
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| a.     | all      significant deficiencies and material weaknesses in the design or      operation of internal controls 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                                                                                                                 |
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| 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 controls over financialreporting.                                                                                                                                                                                                                          |

| DATE:  May      6, 2009 | by:    | /s/    | Min      Zhao                                                                 |   |
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|                              |   |   | Min      Zhao                                                                 |   |
|                              |   |   | Chief      Financial Officer (PrincipalFinancial      and Accounting Officer) |   |