UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section13 or15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest reported event): November 13, 2012
B
Green Innovations, Inc.
(Exact
name of registrant as specified in its chapter)
| New Jersey |
333-120490 |
20-1862731 |
| (State of organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
750
Highway 34, Matawan, NJ 07747
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (732) 441-7700
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 (see General Instruction A.2. below):
☐ 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))
Section
3 - Securities and Trading Markets
Item
3.03 Material Modification to Rights of Security Holders.
Effective
September 26, 2014, the Company’s Class a Common Stock was consolidated with a reverse split in the ratio of one (1) new
share for every ten thousand (10,000) shares currently held by a stockholder. No fractional shares or scrip shall be issued in
connection with the reverse split and all calculations that would result in the issuance of a fractional share shall be rounded
up into One (1) whole new share. Prior to the reverse split, there were a total of ten billion (10,000,000,000) Class A Common
Stock Shares, no par value per share authorized, of which 4,916,172,925 Class A Common Stock Shares, no par value per share were
issued and outstanding. Following the reverse split, there will be 491,618 shares of Class A Common Stock Shares, no par value
per share issued and outstanding.
Additionally,
the number of authorized Class A Common Stock Shares was reduced from ten billion (10,000,000,000) no par value per share to five
hundred million (500,000,000) no par value per share
Section
4 - Matters Related to Accountants and Financial Statements
Item
4.01 Changes in Registrant’s Certifying Accountant.
In a letter
dated August 27, 2014, the independent accounting firm of Rosenberg, Rich, Baker, Berman & Company (“RRBB”), notified
the Company that it will cease to serve as the Company’s independent registered public accountant. RRBB last audited and
provided a principal accountant’s report for the fiscal years ended December 31, 2010 and 2011. The Company does not understand
why it received the letter from RRBB at this time.
Pursuant
to Item 304(a)(1), for the registrant’s two most recent fiscal years for which the principal accountant was engaged ending
December 31, 2010 and 2011, there were no disagreements on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.
Section
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 9, 2014, the Company filed with the State of New Jersey an Amendment to the Certificate of Incorporation (the
“Amendment”) that:
1.
Consolidated all of the Class A Common Stock Shares pursuant to a reverse split in the ratio of One (1) new share for every Ten
Thousand (10,000) shares currently held by a stockholder. No fractional shares or scrip shall be issued in connection with the
reverse split and all calculations that would result in the issuance of a fractional share shall be rounded up into One (1) whole
new share. Prior to the reverse split, there were a total of ten billion (10,000,000,000) Class A Common Stock Shares, no par
value per share authorized, of which 4,916,172,925 Class A Common Stock
Shares,
no par value per share were issued and outstanding. Following the reverse split, there will be 491,618 shares of Class A Common
Stock Shares, no par value per share issued and outstanding.
2.
Authorized a reduction in the number of Class A Common Stock Shares, from ten billion (10,000,000,000) no par value per share,
to five hundred million (500,000,000) no par value per share authorized to be effective immediately following the foregoing reverse
split, on or about September 15, 2014 or whenever FINRA approves the reverse split, whichever date is later.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 28, 2014, a majority of the shareholders holding Class A and Class B common stock shares approved with written consent
in lieu of meeting the following shareholder resolution:
NOW,
BE IT RESOLVED, that it is hereby authorized and approved for the officers of the Company to file an Amendment to the Certificate
of Incorporation with the State of New Jersey to effectuate the Reverse Split and reduce the authorized Class A Common Stock to
500,000,000 shares and that the officers of the Company may file any and all other necessary documentation with FINRA to effect
the 1:10,000 Reverse Split of the Class A Common Stock of the Company, decrease the authorized Class A Common Stock to 500,000,000
shares and amend the Certificate of Incorporation, as appropriate.
The following
votes were cast:
0
shares of Class A Common Stock and
194,410
shares of Class B Common Stock voting totaling 53.8% of the aggregate outstanding and voting stock of the Company
Item
9.01. Financial Statements and Exhibits.
| 3.1 | Amendment
to the Certificate of Incorporation dated September 9, 2014. |
SIGNATURE
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.
| Date: October 2, 2014 |
|
B Green Innovations, Inc. |
| |
|
|
| |
By: |
/s/ Jerome Mahoney |
| |
|
Jerome Mahoney |
| |
|
President and Chief Executive Officer |
INDEX
OF EXHIBITS
| 3.1 | Amendment
to the Certificate of Incorporation dated September 9, 2014. |
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
B
GREEN INNOVATIONS, INC.
B
Green Innovations, Inc., a corporation organized and existing under the laws of the State of New Jersey (the “Corporation”),
hereby certifies as follows:
1. The
name of the corporation is B Green Innovations, Inc. The Certificate of Incorporation of the Corporation was filed by the New
Jersey Treasurer on April 25, 2003.
2. This
Amendment to the Certificate of Incorporation herein certified was authorized by the unanimous written consent of the Board of
Directors on August 28, 2014 pursuant to the New Jersey Business Corporation Act of the State of New Jersey (the “Corporation
Law”) and by the written consent in lieu of a shareholders’ meeting of a majority of the eligible voting shares on
August 28, 2014.
3. On
August 28, 2014, there were a total 9,776,422, 925 eligible votes to be cast consisting of 4,916,172,925 Class A Common Stock
Shares and 194,410 Class B Common Stock Shares. In the written consent of shareholders in lieu of meeting, no votes were cast
against this Amendment and all Class B Common Stock Shares were cast in favor of this Amendment, equal to 54.2% of all eligible
votes cast.
4. The
Amendment to the Certificate of Incorporation herein certified shall consolidate all of the Class A Common Stock Shares pursuant
to a reverse split in the ratio of One (1) new share for every Ten Thousand (10,000) shares currently held by a stockholder. No
fractional shares or scrip shall be issued in connection with the reverse split and all calculations that would result in the
issuance of a fractional share shall be rounded up into One (1) whole new share. Prior to the reverse split, there were a total
of ten billion (10,000,000,000) Class A Common Stock Shares, no par value per share authorized, of which 4,916,172,925 Class A
Common Stock Shares, no par value per share were issued and outstanding. Following the reverse split, there will be 491,618 shares
of Class A Common Stock Shares, no par value per share issued and outstanding.
5. The
Amendment to the Certificate of Incorporation herein certified also authorizes a reduction in the number of Class A Common Stock
Shares, from ten billion (10,000,000,000) no par value per share, to five hundred million (500,000,000) no par value per share
authorized to be effective immediately following the foregoing reverse split, on or about September 15, 2014 or whenever FINRA
approves the reverse split, whichever date is later.
6. This
Amendment to the Certificate of Incorporation will not adversely affect the par value, number of authorized shares, rights or
preferences of the holders of outstanding shares of Class B Common Stock, Class C Common Stock and Preferred Stock.
7. The
reverse stock split will occur as soon as practicable following acceptance of this Amendment to the Certificate of Incorporation
by the Treasurer of the State of New Jersey and the approval of FINRA.
8.
To accomplish the foregoing amendment, the first three paragraphs of Article III of the Corporation’s Certificate of Incorporation
shall be deleted in their entirety and replaced with the following to read as:
ARTICLE
III
Capital
Stock
The
aggregate number of shares which the Corporation shall have authority to issue is 571,000,000 shares of common stock and preferred
stock. The stock of this Corporation shall be divided into four classes, consisting of:
Class
A Common Stock 500,000,000 shares authorized, no par value per share
Class
B Common Stock 50,000,000 shares authorized, $.01 par value per share
Class
C Common Stock 20,000,000 shares authorized, $.01 par value per share
Preferred
Stock 1,000,000 shares authorized, $1 par value per share, and
The
board of directors is hereby authorized to prescribe the classes, the series, the number of each class or series of stock and
the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of stock.
The shares of Preferred Stock may be issued and reissued from time to time in one or more series. The Board of Directors hereby
is authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights and terms of redemption (including,
without limitation, sinking fund provisions and the redemption price or prices), the liquidation preferences, and any other rights,
preferences, privileges, attributes or other matters with respect to any wholly unissued series of Preferred Stock, including
the authority (a) to determine the number of shares constituting any such Series And the designation thereof; and (b) to increase
the number of shares of any Series At any time. In case the outstanding shares of any such series shall be reacquired or
shall not be issued, such shares may be designated or re-designated and altered, and issued or reissued, hereunder, by action
of the Board of Directors. The Board of Directors also shall have such other authority with respect to shares of Preferred
Stock that may be reserved to the Board of Directors by law.
“Class
A Common Stock Shares. The Class A Common Stock Shares shall have no par value per share. With respect to all matters upon
which shareholders are entitled to vote or to which shareholders are entitled to give consent, the holders of the outstanding
shares of Class A Common Stock Shares shall be entitled on each matter to cast One (1) vote in person or by proxy for each share
of the Class A Common Stock Shares standing in his, her or its name without regard to class, except as to those matters on which
separate class voting is required by applicable law. There shall be no cumulative voting by shareholders.
All
shares of Class A Common Stock of the Corporation shall be consolidated pursuant to a reverse split in the ratio of One (1) new
share for every Ten Thousand (10,000) shares currently held by a stockholder. No fractional shares or scrip shall be issued in
connection with the reverse split and all calculations that would result in the issuance of a fractional share shall be rounded
up, and the fractional share shall be converted into One (1) new whole share of Class A Common Stock. Prior to the reverse split,
there were a total of Ten Billion (10,000,000,000) Class A Common Stock Shares authorized. Immediately following the reverse split,
there will be Five Hundred Million (500,000,000) Class A Common Stock Shares, no par value.
IN WITNESS
WHEREOF, the Corporation has caused this Amendment of the Certificate of Incorporation to be executed by a duly authorized officer
on September 4, 2014.
B Green
Innovations, Inc.
