UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K
Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December
31, 2014
B GREEN INNOVATIONS, INC.
(Exact
name of the Registrant as specified in Charter)
New Jersey |
20-1862731 |
(State of Incorporation) |
(I.R.S. Employer ID Number) |
|
|
750 Highway 34, Matawan, New Jersey |
07747 |
(Address of Principal Executive Offices) |
(Zip Code) |
|
|
Registrant’s Telephone No. including Area Code: 732-696-9333 |
Securities registered under 12(b) of
the Exchange Act: None
Securities registered under Section 12(g)
of the Exchange Act: None
Indicate
by checkmark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No
x
Indicate
by checkmark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No
x
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes o
No x
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o
No x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated filer o |
Accelerated filer o |
Non-accelerated
filer o
(Do not check if a smaller reporting
company) |
Smaller reporting company x |
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes o
No x
As of March 27, the Registrant had 112,053,244 shares of Class
A common stock outstanding and 134,410 shares of Class B common stock outstanding.
The aggregate market value of the voting Common Stock held
by non-affiliates on June 30, 2014 (the last business day of our most recently completed second fiscal quarter) was $696,578 using
the closing price on June 30, 2014.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
BACKGROUND
OVERVIEW
B Green Innovations, Inc., a Matawan,
New Jersey-based corporation, (OTC Pink Marketplace: BGNN), formerly iVoice Technology, Inc., (“B Green Innovations”
or the “Company”) was incorporated under the laws of New Jersey on November 10, 2004 as a wholly owned subsidiary of
iVoice, Inc. (“iVoice”). The Company received by assignment all of the interests in and rights and title
to, and assumed all of the obligations of, all of the agreements, contracts, understandings and other instruments of iVoice Technology,
Inc., a Nevada corporation and affiliate of the Company. When we refer to or describe any agreement, contract or other
written instrument of the Company in these notes, we are referring to an agreement, contract or other written instrument that had
been entered into by iVoice Technology Nevada and assigned to the Company.
In May 2008, the Company formed B Green
Innovations, Inc. (“B Green”), a wholly owned subsidiary, and committed to invest up to $500,000 in B Green, to commercialize
its “green” technology platforms.
On November 17, 2009, pursuant to an
Agreement and Plan of Merger (the “Merger Agreement”), B Green Innovations, Inc., a wholly owned subsidiary of iVoice
Technology, Inc. (the “Company”), merged into iVoice Technology, Inc.
The B Green Innovations, Inc., "Go
Green" mission from its inception, is to create a "Green" company for the development of solutions to eliminate
waste from the world's environment. B Green offers consumers a realistic and necessary solution to the problem of waste around
the world. We believe that to truly have an impact on the planet, one must be committed to the environment and seek out environmentally
friendly products.
On July 28, 2009, the Board of Directors
and shareholders through written consent representing a majority of the total voting Class A and Class B Common stock voted to
change the name of the Company to B Green Innovations, Inc. On November 20, 2009, the Company filed an Amendment to
the Certificate of Incorporation with the State of New Jersey to officially change the name of the Company.
On September 9, 2014, pursuant
to approval by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate of Incorporation, dated September
4, 2014 was accepted by the State of New Jersey to 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.. The reverse split took
effect on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily changed to “BGNND”.
The Amendment provided for the issuance of no fractional shares, but instead, all fractional shares created by the reverse split
were rounded up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A Common Stock shares issued and
3,984,172,925 Class A Common Stock shares outstanding. Following the reverse split, there were 422,395 Class A Common Stock shares
issued and outstanding. Additional shares were issued upon finalization of the roundup of the fractional shares. Additionally,
the number of authorized Class A Common Stock was reduced from ten billion (10,000,000,000) no par value shares to five hundred
million (500,000,000) no par value shares.
Our principal office is located at 750
Highway 34, Matawan, New Jersey 07747. Our telephone number is (732) 696-9333. Our company website is located at www.bgreeninnovations.com.
OUR BUSINESS
B Green Innovations, Inc. is dedicated
to becoming a “green” technology company, focused on acquiring and identifying promising technologies that address
environmental issues.
The B Green Innovations, Inc. “Go
Green” mission from its inception is to create a “Green” company for the development of solutions to eliminate
waste from the world’s environment. B Green offers consumers a realistic and necessary solution to the problem
of waste around the world. We believe that to truly have an impact on the planet, one must be committed to the environment and
seek out environmentally friendly products.
The first technology was to create new
products from recycled tire rubber. EcoPod® and VibeAway® address important environmental concerns and problems facing
the planet today. EcoPod® and VibeAway® are 100% recycled rubber-based products that can be utilized as support pads under
any units that vibrate and make noise, including washing machines, dryers, compressors, commercial condensers, and many other units
that advantageously benefit from sound and vibration control. In addition, we announced that we had filed a new patent application
for a process described as “Recycled Tire Pod with Appliance Recess Guide.”
In 2010, the Company released its new
100% degradable/biodegradable compactor bags. These bags include oxo-biodegradable additive using the latest technology that supports
the three R’s of Packaging: “Reduce”, “Reuse”, “Recycle” and provides a fourth
R, “Remove”. Independent Scientific Testing show that plastics incorporated with an additive called Renatura™
will degrade and then fully biodegrade, without leaving behind harmful residues in the soil.
These oxo-biodegradable plastic products
are scientifically proven to be non-toxic and are FDA compliant, meaning they are safe for food packaging applications and have
been awarded approved food film contact ‘no migration’ status. Regular plastic bags can take up to 100 years to break
down causing plastic pollution and harm to both domestic and wild life. Standard plastics are filling our landfills and greatly
impacting our planet. Plastics incorporating this additive in the presence of oxygen disappear when exposed to UV light or thermal
heat. Our product is designed to allow plastics to degrade like a leaf, slowly yielding CO2 (which through photosynthesis becomes
oxygen), water, bio-waste, and mineral salts that condition the soil in the process.
In 2013, the Company started selling
its Wrap-N-Save product through our website www.bgreeninnovations.com. The Wrap-N-Save product is a plastic film used for sealing
paint trays, paintbrushes, rollers and sprayer in-feed. Its versatile size allows it to fit any size brush, roller or paint tray.
In 2014, the Company announced
the addition of two new products available to our distributors and direct customers. The first product is the Ice Pack Sack which
is specifically designed to provide a simple, comfortable, and effective method for applying Hot and Cold Therapy. Hot and
Cold Therapy is recognized medical treatment for everyday minor injuries. It provides relief from sprains, strains and common
muscle pain. The second product is the Sock Pocket Organizer which holds paired socks in place through the washing machine and
dryer cycles. The Sock Pocket Organizer is a mesh bag that has nine individual pockets with zipper closures.
In May 2014, the Company was engaged
by two developing companies (the “Consultee”) to provide consulting services related to management, organization, short
and long term strategic planning, and advice and recommendations regarding corporate financing. According to the Consulting Agreements,
a) for services related to raising funds in the form of debt and/or equity the Company will receive 5% of the gross proceeds plus
2% of the Consultee’s common stock; and b) for all other services provided the Company will receive 1% of the sales of the
company for 7 years from the product release/launch date plus 1% of the Consultee’s common stock.
The Company continues to evaluate additional
green products to its product line as well as expanding its distribution channels.
The Company had received a going concern
opinion from its auditors in 2012. Its continuation as a going concern is dependent upon obtaining the financing necessary
to operate its business. If the Company cannot find sources of additional financing to fund its working capital needs,
the Company will be unable to obtain sufficient capital resources to operate our business. We cannot assure you that
we will be able to access any financing in sufficient amounts or at all when needed. Our inability to obtain sufficient
working capital funding will have an immediate material adverse effect upon our financial condition and our business.
Management plans to increase the development,
manufacture, and distribution of “green” products to generate a positive cash flow. However, these plans are dependent
upon obtaining additional capital. There can be no assurance that the Company will be able to obtain the necessary capital, and
achieve its growth objectives. The financial statements do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue
in existence.
The business of the Company is not seasonal.
The Company maintains no special arrangements relating to working capital items, and as far as it is aware this is standard in
the industry. None of the Company’s present business is subject to renegotiation of profits or termination of contracts or
subcontracts at the election of the government.
PRODUCTS AND SERVICES
In 2006, the Environmental Protection
Agency (“EPA”) became involved, publishing a guidebook called “Scrap Tire Cleanup” in which it noted that
large scrap tire stockpiles present a risk to human health and the environment for several reasons. It noted that, “They
provide an ideal breeding ground for mosquitoes, which carry and transmit life-threatening diseases, such as encephalitis, West
Nile and Eastern equine virus, and dengue fever in some regions. Stockpiles can also catch on fire as a result of lightning strikes,
equipment malfunctions or arson. The longer the stockpile continues unabated, the more likely it is to catch fire, some experts
no longer consider it a question of if a stockpile will catch fire, but when it will burn.”
According to this report, “State,
federal and local agencies have spent tens of millions of dollars over the past several decades in responding to tire fires and,
as a general rule, it is five to ten times more expensive to remediate a fire site than it is to remove tires before they catch
fire.” This is where B Green comes in. The Company recently completed its review and analysis relating to the manufacture
of products from recycled tires and will be filing for several patents to address this problem. The Company’s
products include its VibeAway® Pads and EcoPod® (see below).
The Company released its new 100% degradable/biodegradable
compactor bags. These bags include oxo-biodegradable additive using the latest technology that supports the three R’s of
Packaging: “Reduce”, “Reuse”, “Recycle” and provides a fourth R, “Remove”.
Independent Scientific Testing show that plastics incorporated with an additive called Renatura™ will degrade and then fully
biodegrade, without leaving behind harmful residues in the soil.
These oxo-biodegradable plastic products
are scientifically proven to be non-toxic and are FDA compliant, meaning they are safe for food packaging applications and have
been awarded approved food film contact ‘no migration’ status. Regular plastic bags can take up to 100 years to break
down causing plastic pollution and harm to both domestic and wild life. Standard plastics are filling our landfills and greatly
impacting our planet. Plastics incorporating this additive in the presence of oxygen disappear when exposed to UV light or thermal
heat. Our product is designed to allow plastics to degrade like a leaf, slowly yielding CO2 (which through photosynthesis becomes
oxygen), water, bio-waste, and mineral salts that condition the soil in the process.
In today's times, balancing and maintaining
a business to meet customer demand can be difficult. The public demands unique, cost effective and planet friendly products prompting
business owners to creatively meet these requests. In the recent months, more retailers are switching to biodegradable plastic
bags in their stores, and many manufacturers are packaging their products using degradable / biodegradable plastics. B Green is
also responding to the demands of consumers by providing planet friendly alternatives to regular plastics by providing our customers
with fully certified degradable / biodegradable options.
B Green products offer an oxo-biodegradable
additive using the latest technology that supports the three R's of Packaging: “Reduce”, “Reuse”,
“Recycle” and provides a fourth R, “Remove”. Independent Scientific Testing show that plastics incorporated
with an additive called Renatura™ will degrade and then fully biodegrade, without leaving behind harmful residues in the
soil. These oxo-biodegradable plastic products are scientifically proven to be non toxic and are FDA compliant, meaning they are
safe for food packaging applications and have been awarded approved food film contact 'no migration' status. The additive meets
ASTM D 6954 Standard Guide for Exposing and Testing Plastics that Degrade in the Environment by a Combination of Oxidation and
Biodegradation, as well as D5338 Standard Test Method for Determining Aerobic Biodegradation of Plastic Materials under Controlled
Composting Conditions.
Regular plastic bags can take up to
100 years to break down causing plastic pollution and harm to both domestic and wild life. Standard plastics are filling our landfills
and greatly impacting our planet. Plastics incorporating this additive in the presence of oxygen disappear when exposed to UV light
or thermal heat. The product is designed to allow plastics to degrade like a leaf, slowly yielding CO2 (which through photosynthesis
becomes oxygen), water, bio-waste, and mineral salts that condition the soil in the process.
The cost of changing from regular plastic
bags to B Green oxo-biodegradable plastic bags is negligible, and depending on the type of packaging application, can cost considerably
less than non-degradable / biodegradable plastics. Many large companies are incorporating degradable plastic packaging including
the Body Shop, Coca-Cola, Quantis and Butchart Gardens. B Green is committed to meeting environmental needs by providing customers
with environmentally safe, practical solutions for their businesses.
The Wrap-N-Save product is a plastic
film used for sealing paint trays, paintbrushes, rollers and sprayer in-feed. Its versatile size allows it to fit any size brush,
roller or paint tray.
The Ice Pack Sack which is specifically designed to provide
a simple, comfortable, and effective method for applying Hot and Cold Therapy.
The Sock Pocket Organizer is a mesh bag that has nine individual
pockets with zipper closures.
The Company provides consulting services related to management,
organization, short and long term strategic planning, and advice and recommendations regarding corporate financing.
STRATEGIC ALLIANCES
Strategic alliances are an important
part of our product development and distribution strategies. We rely on strategic alliances to provide technology, complementary
product offerings and increased and quicker access to markets. We seek to form relationships with those entities that can provide
technology or complementary market advantages for establishing the company in new market segments
MARKETING AND DISTRIBUTION
The Company plans to market and sell
its products through a distribution network and also through the use of telemarketing. B Green Innovations has distribution agreements
with reputable distributors that have proven themselves within their territories and industry segments. The main sales areas we
will concentrate on will be direct selling to the catalog resellers, appliance manufactures, large retail chains, regional distributors
of appliances (suppliers) and the strong internet marketing presence. Catalog resellers and distributors receive discounts for
stocking and selling, and such discounts are determined by industry standards. The loss of any of one these catalog resellers and
distributors would not have a material adverse effect on the Company or its operations. One distributor represented 16% of sales
and another represented 11% of sales.
CUSTOMERS
Our end user customers are consumers
that want products that are help provide a solution to minimize waste around the world. For our EcoPod® and VibeAway® products,
we primarily sell to wholesale distributors that are recognized in the HVAC, appliance, motors, plumbing, maintenance, electrical,
tools and refrigeration industries. For our biodegradable plastic bags, we sell to wholesale distributors, supermarket chain, and
other retail sales outlets. For the Sock Pocket and Ice Pack Sack , we sell to catalog resellers and distributors.
We do not rely on any one specific customer
for any significant portion of our revenue base.
COMPETITION
The Company competes with a number of
small and large companies. We may not be able to compete effectively against current and potential competitors, especially
those with significantly greater resources and market leverage. As a result, these competitors may respond more quickly than we
do to new or emerging technologies or changes in customer requirements. In addition, some of our larger competitors may be able
to provide greater incentives to customers through rebates and marketing development funds and similar programs. Furthermore, some
of our competitors with multiple product lines may integrate other products that we do not sell or bundle their products to offer
a broader product portfolio, which may make it difficult for us to gain or maintain market share.
No assurance can be given that our competitors
will not develop new technologies or enhancements to their existing products or introduce new products that will offer superior
price or performance features. We expect our competitors to offer new and existing products at prices necessary to gain or retain
market share. Certain of our competitors have substantial financial resources, which may enable them to withstand sustained price
competition or a market downturn better than us. There can be no assurance that we will be able to compete successfully in the
pricing of our products, or otherwise, in the future.
MANUFACTURING AND SUPPLIERS
The Company does not have the internal
capability to manufacture products. We use third party contract manufacturing companies to produce the products. Our
inability to coordinate the efforts of our third party contract-manufacturing partners, or the lack of capacity available at our
third party contract-manufacturing partners, could impair our ability to supply product to our customers. Such an interruption
could cause us to incur substantial costs and our ability to generate revenue may be adversely affected. We may not be able to
enter into alternative supply arrangements at commercially acceptable rates, if at all. Moreover, while we may choose
to manufacture products in the future, we have no experience in the manufacture of these products.
PATENTS AND TECHNOLOGY DEVELOPMENT
The Company will continue its research
and development to generate new and improved product offerings while strengthening its intellectual property portfolio. The patents
listed below have been filed and certain have been issued, but there can be no assurance that the remaining patents will be approved.
The Company expects to make additional filings in the future.
• New
interlocking paver and patio locks – Patent issued
• Recycled
tire trash cans
• Vehicle
mud flaps made of recycled tires
• Recycled
tire pod with appliance recess guide – Patent issued
• Pad
with appliance pod
• Method
of plastic sheet container – Patent issued
• Embedded
container plastic sheet – Patent issued
• Embedded
recycled container sheet binder – Patent issued
There can be no assurance that we will
not become the subject of claims of infringement with respect to intellectual property rights associated with our products. In
addition, we may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish
the validity of our proprietary rights. Any such claims could be time consuming and could result in costly litigation
or lead us to enter into royalty or licensing agreements rather than disputing the merits of such claims.
GOVERNMENT REGULATION
We are subject to licensing and regulation
by a number of authorities in their respective state or municipality. These may include health, safety, and fire regulations. Our
operations are also subject to federal and state minimum wage laws governing such matters as working conditions and overtime.
We are not subject to any necessary
government approval or license requirement in order to market, distribute or sell our principal or related products other than
ordinary federal, state, and local laws, which governs the conduct of business in general. We are unaware of any pending or probable
government regulations that would have any material impact on the conduct of business.
RESEARCH AND DEVELOPMENT
The Company has not incurred any research
and development expenses related to its “green” products activities.
For the years ended December 31, 2014
and 2013, the Company has not incurred any research and development expenditures.
EMPLOYEES
At December 31, 2014, we had one (1)
full-time employee, one (1) part-time employee, and one (1) part-time consultant. Our employees are not covered by labor union
contracts or collective bargaining agreements. From time to time, the Company also employs independent contractors to support its
operations.
We have entered into an employment agreement
with our President, Chief Executive Officer and Secretary (Jerome Mahoney). The Company is evaluating its need to hire
additional personnel, and such plans will be based upon available financial resources. Currently, we expect our current employees
to continue to fulfill orders received by telephone. Within the industry, competition for key technical and management personnel
is intense, and there can be no assurance that we can retain our future key technical and managerial employees or that, should
we seek to add or replace key personnel, we can assimilate or retain other highly qualified technical and managerial personnel
in the future.
In addition to other information in
this Annual Report on Form 10-K, the following important factors should be carefully considered in evaluating the Company and its
business because such factors currently have a significant impact on the Company's business, prospects, financial condition and
results of operations.
FORWARD LOOKING STATEMENTS - CAUTIONARY
FACTORS
Certain statements in this report on
Form 10-K contain "forward-looking statements" within the meaning of the Private Securities Litigation Act of 1995. These
statements are typically identified by their inclusion of phrases such as "the Company anticipates", or "the Company
believes", or other phrases of similar meaning. These forward-looking statements involve risks and uncertainties and other
factors that may cause the actual results, performance or achievements to differ from any future results, performance or achievements
expressed or implied by such forward-looking statements. Except for the historical information and statements contained in this
Report, the matters and items set forth in this Report are forward looking statements that involve uncertainties and risks some
of which are discussed at appropriate points in the Report and are also summarized as follows:
Additional risks and uncertainties not
currently known or deemed to be immaterial also may materially adversely affect the business, financial condition and/or operating
results.
WE HAVE A LIMITED OPERATING HISTORY
WITH OUR “GREEN PRODUCTS” AND WILL FACE MANY OF THE DIFFICULTIES THAT COMPANIES IN THE EARLY STAGE MAY FACE.
As a result of the Company’s limited
operating history with “green” products, the current difficult economic conditions of the marketplace and the competition
in the industry, it may be difficult for you to assess our growth and earnings potential. Therefore, we have faced many of the
difficulties that companies in the early stages of their development in new and evolving markets often face, as they are described
herein. We may continue to face these difficulties in the future, some of which may be beyond our control. If
we are unable to successfully address these problems, our future growth and earnings will be negatively affected.
WE HAVE A LIMITED OPERATING HISTORY
AS AN INDEPENDENT PUBLIC COMPANY AND MAY BE UNABLE TO OPERATE PROFITABLY AS A STAND-ALONE COMPANY.
The Company only has limited operating
history as an independent public company. The business has operated at a loss for the last few years, and such losses
may continue or increase. We may not be able to successfully put in place the financial, administrative and managerial structure
necessary to operate as an independent public company, and the development of such structure will require a significant amount
of management’s time and other resources.
WE HAVE A HISTORY OF LOSSES AND CASH
FLOW SHORTFALLS
The Company has incurred recurring operating
losses while cash continues to decrease. The Company had losses from operations of approximately $114,679 and $63,416
for the years ended December 31, 2014 and 2013, respectively. The Company has been and may, in the future, be dependent upon outside
and related party financing to develop and market their products, perform their business development activities, and provide for
ongoing working capital requirements. Our inability to obtain sufficient financing would have an immediate material adverse effect
on our financial condition, our business, and us.
WE HAVE RECEIVED A REPORT FROM OUR
INDEPENDENT AUDITORS THAT DESCRIBES THE UNCERTAINITY REGARDING OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The Company had received a report from
its independent auditors for the fiscal year ended December 31, 2011 containing an explanatory paragraph describing the issues
leading to substantial doubt about the uncertainty regarding the Company’s ability to continue as a going concern due to
its historical negative cash flow and because, as of the date of the auditors’ opinion, the Company did not have access to
sufficient committed capital to meet its projected operating needs for at least the next 12 months.
Our financial statements have been prepared
on the basis of a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal
course of business. We have not made any adjustments to our financial statements as a result of the going concern modification
to the report of our independent registered public accounting firm. If we become unable to continue as a going concern,
we could have to liquidate our assets, which means that we are likely to receive significantly less for those assets than the values
at which such assets are carried on our financial statements Any shortfall in the proceeds from the liquidation of our assets would
directly reduce the amounts, if any, that holders of our common stock could receive in liquidation.
There can be no assurance that management’s
plans will be successful, and other unforeseeable actions may become necessary. Any inability to raise capital may require us to
reduce the level of our operations. Such actions would have a material adverse effect on business, our operations, and us and result
in charges that would be material to our business and results of operations.
WE CANNOT ACCURATELY FORECAST OUR
FUTURE REVENUES AND OPERATING RESULTS, WHICH MAY FLUCTUATE.
Our short operating history and the
rapidly changing nature of the markets in which we compete make it difficult to accurately forecast our revenues and operating
results. Our operating results are unpredictable, and we expect them to fluctuate in the future due to a number of factors, including
the following:
· the
timing of sales of our products and services, particularly in light of our minimal sales history;
· the
introduction of competitive products by existing or new competitors;
· reduced
demand for any given product;
· difficulty
in obtaining a supply for its products;
· difficulty
in keeping current with changing technologies;
· unexpected
delays in introducing new products, new features and services;
· the
timing of product implementation, particularly large design projects;
· increased
or uneven expenses, whether related to sales and marketing, product development, or administration;
· deferral
of recognition of our revenue in accordance with applicable accounting principles, due to the time required to complete projects;
· seasonality
in the end-of-period buying patterns of foreign and domestic markets;
· the
mix of product license and services revenue; and
· costs
related to possible acquisitions of technology or businesses.
Due to these factors, forecasts may
not be achieved, either because expected revenues do not occur or because they occur at lower prices or on terms that are less
favorable to us. In addition, these factors increase the chances that our results could diverge from the expectations of investors
and analysts. If this is the case, the market price of our stock would likely decline.
WE DEPEND ON THIRD PARTIES TO MANUFACTURE
AND DISTRIBUTE OUR PRODUCTS FOR B GREEN INNOVATIONS, INC.
We do not have the internal capability
to manufacture products. We use third party contract manufacturing companies to produce the products. Our
inability to coordinate the efforts of our third party contract-manufacturing partners, or the lack of capacity available at our
third party contract-manufacturing partners, could impair our ability to supply product to our customers. Such an interruption
could cause us to incur substantial costs and our ability to generate revenue may be adversely affected. We may not be able to
enter into alternative supply arrangements at commercially acceptable rates, if at all. Moreover, while we may choose
to manufacture products in the future, we have no experience in the manufacture of these products.
WE HAVE IN THE PAST AND MAY IN THE
FUTURE SELL ADDITIONAL UNREGISTERED CONVERTIBLE SECURITIES, POSSIBLY WITHOUT LIMITATIONS ON THE NUMBER OF SHARES OF COMMON STOCK
THE SECURITIES ARE CONVERTIBLE INTO, WHICH COULD DILUTE THE VALUE OF THE HOLDINGS OF CURRENT STOCKHOLDERS AND HAVE OTHER DETRIMENTAL
EFFECTS ON YOUR HOLDINGS.
We have relied on the private placement
of equity securities, convertible debentures and promissory notes to obtain working capital and may continue to do so in the future. As
of December 31, 2014, we have outstanding convertible obligations. As an example, the deferred compensation of $341,861
(plus accrued interest of $229,840) owing to Mr. Mahoney provides that, at Mr. Mahoney’s option, principal and interest due
on the note can be converted into shares of the Company’s Class B Common Stock, which is convertible into the number of shares
of Class A Common Stock determined by dividing the number of shares of Class B Common Stock being converted by a 20% discount of
the lowest price of at which the Company had ever issued its Class A Common Stock. However, the Board of Directors of the Company
maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. There
is no limit upon the number of shares that we may be required to issue upon conversion of any of these obligations.
In order to obtain working capital in
the future, we intend to issue additional equity securities and convertible obligations.
In the event that the price of our Class
A Common Stock decreases, and our convertible obligations (or any other convertible obligations we may issue) are converted into
shares of our Class A Common Stock:
● the
percentage of shares outstanding that will be held by these holders upon conversion will increase accordingly,
● increased
share issuance, in addition to a stock overhang of an indeterminable amount, may depress the price of our Class A Common Stock,
● the
sale of a substantial amount of convertible debentures to relatively few holders could effectuate a possible change in control
of the Company, and
● in
the event of our voluntary or involuntary liquidation while the secured convertible debentures are outstanding, the holders of
those securities will be entitled to a preference in distribution of our property.
In addition, if the market price declines
significantly, we could be required to issue a number of shares of Class A Common Stock sufficient to result in our current stockholders
not having an effective vote in the election of directors and other corporate matters. In the event of a change in control
of the Company, it is possible that the new majority stockholders may take actions that may not be consistent with the objectives
or desires of our current stockholders.
LOSS OF THE SERVICES OF KEY PERSONNEL,
INCLUDING OUR CHIEF EXECUTIVE OFFICE OR OUR DIRECTORS COULD MATERIALLY HARM OUR BUSINESS.
We are dependent on our key officers
and directors, including Jerome R. Mahoney, our President, Chief Executive Officer, Chief Financial Officer and Secretary. The
loss of any of our key personnel could materially harm our business because of the cost and time necessary to retain and train
a replacement. Such a loss would also divert management attention away from operational issues. To minimize
the effects of such loss, the Company has entered into an employment contract with Jerome Mahoney.
OUR FUTURE BUSINESS ACQUISITIONS
MAY BE UNPREDICTABLE AND MAY CAUSE OUR BUSINESS TO SUFFER.
The Company may seek to expand its operations
through the acquisition of additional businesses. These potential acquired additional businesses may be outside the current field
of operations of the Company. The Company may not be able to identify, successfully integrate or profitably manage any
such businesses or operations. The proposed expansion may involve a number of special risks, including possible adverse effects
on the Company’s operating results, diversion of management attention, inability to retain key personnel, risks associated
with unanticipated events and the financial statement effect of potential impairment of acquired intangible assets, any of which
could have a materially adverse effect on the Company’s business, financial condition and results of operations. In addition,
if competition for acquisition candidates or assumed operations were to increase, the cost of acquiring businesses or assuming
customers’ operations could increase materially. The inability of the Company to implement and manage its expansion strategy
successfully may have a material adverse effect on the business and future prospects of the Company. Furthermore, through the acquisition
of additional businesses, the Company may effect a business acquisition with a target business, which may be financially unstable,
under-managed, or in its early stages of development or growth. While the Company may, under certain circumstances, seek to effect
business acquisitions with more than one target business, as a result of its limited resources, the Company, in all likelihood,
will have the ability to effect only a single business acquisition at one time. Currently, the Company has no plans,
proposals or arrangements, either orally or in writing, regarding any proposed acquisitions and is not considering any potential
acquisitions.
THE INDUSTRIES IN WHICH WE COMPETE
ARE CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE AND FAILURE TO ADAPT OUR PRODUCT DEVELOPMENT TO THESE CHANGES MAY CAUSE OUR PRODUCTS
TO BECOME OBSOLETE.
We participate in a highly dynamic industries
characterized by rapid change and uncertainty relating to new and emerging technologies and markets. Future technology or market
changes may cause some of our products to become obsolete more quickly than expected.
OUR SHAREHOLDERS MAY EXPERIENCE SIGNIFICANT
DILUTION IF FUTURE EQUITY OFFERINGS ARE USED TO FUND OPERATIONS OR ACQUIRE BUSINESSES.
If working capital or future acquisitions
are financed through the issuance of equity securities, B Green Innovations stockholders would experience significant dilution. In
addition, the conversion of outstanding debt obligations into equity securities would have a dilutive effect on the Company’s
shareholders. Further, securities issued in connection with future financing activities or potential acquisitions may
have rights and preferences senior to the rights and preferences of the B Green Innovations Class A Common Stock.
If B Green Innovations is unable to
obtain funds from the equity financing, management believes that the Company can limit its operations, defer payments to management
and maintain its business at nominal levels until it can identify alternative sources of capital. However, there is no assurance
that management will be able to obtain additional funding.
WE FACE INTENSE PRICE-BASED COMPETITION
FOR OUR “GREEN” PRODUCTS, WHICH COULD REDUCE PROFIT MARGINS.
Price competition is often intense in
this market. Many of our competitors have significantly reduced the price of their products. Price competition may continue to
increase and become even more significant in the future, resulting in reduced profit margins.
WE MAY DEPEND ON DISTRIBUTION BY
RESELLERS AND DISTRIBUTORS FOR A SIGNIFICANT PORTION OF REVENUES.
We may distribute some of our products
through resellers and distributors. To effectively do so, we must establish and maintain good working relationships
with these resellers and distributors. If we are unsuccessful in establishing and maintaining relationships with resellers and
distributors or with new resellers and distributors, or if these resellers and distributors are unsuccessful in reselling our products,
our future net revenues and operating results may be adversely affected. The Company does not have any material relationship
with any single distributor or reseller.
THE LIMITED SCOPE OF RESULTS OF OUR
RESEARCH AND DEVELOPMENT MAY LIMIT OUR ABILITY TO EXPAND OR MAINTAIN ITS SALES AND PRODUCTS IN A COMPETITIVE MARKETPLACE.
The Company currently has no plans to
engage in research and development of new products or improvements on existing technologies. Failure to engage in such
research and to develop new technologies or products or upgrades, enhancements, applications or uses for existing technologies
may place the Company at a competitive disadvantage in the marketplace for its products. As no current research and
development program currently exists within the Company, any future research and development programs could cause us to incur substantial
fixed costs, which may result in such programs being prohibitively expensive to initiate without substantial additional financing
being obtained on favorable terms. In addition, the lack of any current research and development program may result
in an extended launch period for a research and development program at a point in our business when time is of the essence. These
delays could have a material adverse effect on the amount and timing of future revenues.
Such limited research and development
may also adversely affect the ability of B Green Innovations to test any new technologies, which may be established in the future
in order to determine if they are successful. If they are not technologically successful, our resulting products may
not achieve market acceptance and our products may not compete effectively with products of our competitors currently in the market
or introduced in the future.
IF WE MUST RESTRUCTURE OUR OPERATIONS,
VALUABLE RESOURCES WILL BE DIVERTED FROM OTHER BUSINESS OBJECTIVES.
We intend to continually evaluate our
product and corporate strategy. We have in the past undertaken, and will in the future undertake, organizational changes and/or
product and marketing strategy modifications. These organizational changes increase the risk that objectives will not be met due
to the allocation of valuable limited resources to implement changes. Further, due to the uncertain nature of any of these undertakings,
these efforts may not be successful and we may not realize any benefit from these efforts.
WE FACE AGGRESSIVE COMPETITION IN
MANY AREAS OF THE BUSINESS, AND THE BUSINESS WILL BE HARMED IF WE FAIL TO COMPETE EFFECTIVELY.
We encounter aggressive competition
from numerous competitors in many areas of our business. Many of our current and potential competitors have longer operating histories,
greater name recognition and substantially greater financial, technical and marketing resources than we have. We may not be able
to compete effectively with these competitors. Our competition may engage in research and development to develop new products and
periodically enhance existing products in a timely manner, while we have no established plan or intention to engage in any manner
of research or development. We anticipate that we may have to adjust the prices of many of our products to stay competitive. In
addition, new competitors may emerge, and entire product lines may be threatened by new technologies or market trends that reduce
the value of these product lines.
WE MAY NOT BE ABLE TO ACCESS SUFFICIENT
FUNDS WHEN NEEDED.
We are dependent on external financing
to fund our operations. Our inability to obtain sufficient financing would have an immediate material adverse effect on our financial
condition, our business and us.
JEROME MAHONEY THE PRESIDENT AND
CEO OF B GREEN INNOVATIONS MAY HAVE CONTROL OVER OUR MANAGEMENT AND DIRECTION.
As of December 31, 2014, Mr. Mahoney
owns 762 shares of the Company’s 3% Preferred Stock, 134,410 shares of the Company’s Class B common stock and will
have the right to convert $341,861 of deferred compensation, together with accrued but unpaid interest of $229,840, into 571,701
shares of B Green Innovations Class B Common Stock, which Class B Common Stock is convertible into the number of shares of Class
A Common Stock determined by dividing the number of shares of Class B Common Stock being converted by a 20% discount of the lowest
price at which the Company had ever issued its Class A Common Stock. Interest accrues on the outstanding principal balance
of the note at prime plus 2% per annum. There is no limitation on the number of shares of Class A Common Stock we may
be required to issue to Mr. Mahoney upon the conversion of this indebtedness. If Mr. Mahoney converts his indebtedness
into 571,701 shares of Class B Common Stock, he will have the aggregate voting rights equal to 8,842,439,974 shares of Class A
Common Stock and will have control over the management and direction of B Green Innovations, including the election of directors,
appointment of management and approval of actions requiring the approval of stockholders.
WE RELY ON INTELLECTUAL AND PROPRIETARY
RIGHTS WHICH MAY NOT REMAIN UNIQUE TO US.
We regard our underlying technology
as proprietary. We seek to protect our proprietary rights through a combination of confidentiality agreements and copyright,
patent, trademark and trade secret laws.
We do not have any patents or statutory
copyrights on any of our proprietary technology that we believe to be material to our future success. Our future patents, if any,
may be successfully challenged and may not provide us with any competitive advantages. We may not develop proprietary products
or technologies that are patentable and other parties may have prior claims.
Patent, trademark and trade secret protection
is important to us because developing and marketing new technologies and products is time-consuming and expensive. We do not own
any U.S. or foreign patents or registered intellectual property. We may not obtain issued patents or other protection from any
future patent applications owned by or licensed to us.
Our competitive position is also dependent
upon unpatented trade secrets. Trade secrets are difficult to protect. Our competitors may independently develop proprietary information
and techniques that are substantially equivalent to ours or otherwise gain access to our trade secrets, such as through unauthorized
or inadvertent disclosure of our trade secrets.
There can be no assurance that our means
of protecting our proprietary rights will be adequate or that our competitors will not independently develop similar technology
substantially equivalent or superseding proprietary technology. Furthermore, there can be no assurance that any confidentiality
agreements between us and our employees will provide meaningful protection of our proprietary information, in the event of any
unauthorized use or disclosure thereof. As a consequence, any legal action that we may bring to protect proprietary information
could be expensive and may distract management from day-to-day operations.
WE MAY BECOME INVOLVED IN FUTURE
LITIGATION, WHICH MAY RESULT IN SUBSTANTIAL EXPENSE AND MAY DIVERT OUR ATTENTION FROM THE IMPLEMENTATION OF OUR BUSINESS STRATEGY.
We believe that the success of our business
depends, in part, on obtaining intellectual property protection for our products, defending our intellectual property once obtained
and preserving our trade secrets. Litigation may be necessary to enforce our intellectual property rights, to protect
our trade secrets and to determine the validity and scope of our proprietary rights. Any litigation could result in
substantial expense and diversion of our attention from our business, and may not adequately protect our intellectual property
rights.
In addition, third parties who claim
that our products infringe the intellectual property rights of others may sue us. This risk is exacerbated by the fact
that the validity and breadth of claims covered in technology patents involve complex legal and factual questions for which important
legal principles are unresolved. Any litigation or claims against us, whether valid or not, could result in substantial
costs, place a significant strain on our financial resources, divert management resources and harm our reputation. Such claims
could result in awards of substantial damages, which could have a material adverse impact on our results of operations. In addition,
intellectual property litigation or claims could force us to:
● cease
licensing, incorporating or using any of our products that incorporate the challenged intellectual property, which would adversely
affect our revenue;
● obtain
a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms,
if at all; and
● redesign
our products, which would be costly and time-consuming.
IF OUR TECHNOLOGIES AND PRODUCTS
CONTAIN DEFECTS OR OTHERWISE DO NOT WORK AS EXPECTED, WE MAY INCUR SIGNIFICANT EXPENSES IN ATTEMPTING TO CORRECT THESE DEFECTS
OR IN DEFENDING LAWSUITS OVER ANY SUCH DEFECTS.
Voice-recognition products are not currently
accurate in every instance, and may never be. Furthermore, we could inadvertently have sold products and technologies that contain
defects. In addition, third-party technology that we include in our products could contain defects. We may incur significant expenses
to correct such defects. Clients who are not satisfied with our products or services could bring claims against us for substantial
damages. Such claims could cause us to incur significant legal expenses and, if successful, could result in the plaintiffs being
awarded significant damages. Our payment of any such expenses or damages could prevent us from becoming profitable.
PROTECTING OUR INTELLECTUAL PROPERTY IN OUR TECHNOLOGY
THROUGH PATENTS MAY BE COSTLY AND INEFFECTIVE AND IF WE ARE NOT ABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY AND WE MAY NOT BE PROFITABLE.
Our future success may depend in part
on our ability to protect the intellectual property for our technology by obtaining patents. We will only be able to protect our
products and methods from unauthorized use by third parties to the extent that our products and methods are covered by valid and
enforceable patents or are effectively maintained as trade secrets.
The protection provided by our patents,
and patent applications if issued, may not be broad enough to prevent competitors from introducing similar products into the market.
The courts of any jurisdiction, if challenged or if we attempt to enforce them, may not uphold our patents. Numerous publications
may have been disclosed by, and numerous patents may have been issued to, our competitors and others relating to methods, which
we are not aware and additional patents relating to methods that may be issued to our competitors and others in the future. If
any of those publications or patents conflict with our patent rights, or cover our products, then any or all of our patent applications
could be rejected and any or all of our granted patents could be invalidated, either of which could materially adversely affect
our competitive position.
Litigation and other proceedings relating to patent matters,
whether initiated by us or a third party, can be expensive and time consuming, regardless of whether the outcome is favorable to
us, and may require the diversion of substantial financial, managerial and other resources. An adverse outcome could subject us
to significant liabilities to third parties or require us to cease any related development product sales or commercialization activities.
In addition, if patents that contain dominating or conflicting claims have been or are subsequently issued to others and the claims
of these patents are ultimately determined to be valid, we may be required to obtain licenses under patents of others in order
to develop, manufacture use, import and/or sell our products. We may not be able to obtain licenses under any of these patents
on terms acceptable to us, if at all.
If we do not obtain these licenses,
we could encounter delays in, or be prevented entirely from using, importing, developing, manufacturing, offering or selling any
products or practicing any methods, or delivering any services requiring such licenses.
IF WE ARE NOT ABLE TO PROTECT OUR TRADE SECRETS THROUGH
ENFORCEMENT OF OUR CONFIDENTIALITY AND NON-COMPETITION AGREEMENTS, THEN WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AND WE MAY NOT
BE PROFITABLE.
We attempt to protect our trade secrets,
including the processes, concepts, ideas and documentation associated with our technologies, through the use of confidentiality
agreements and non-competition agreements with our current employees and with other parties to whom we have divulged such trade
secrets.
If the employees or other parties breach
our confidentiality agreements and non-competition agreements or if these agreements are not sufficient to protect our technology
or are found to be unenforceable, our competitors could acquire and use information that we consider to be our trade secrets and
we may not be able to compete effectively. Most of our competitors have substantially greater financial, marketing, technical and
manufacturing resources than we have and we may not be profitable if our competitors are also able to take advantage of our trade
secrets.
OUR SECURITIES
WE DO NOT EXPECT TO PAY DIVIDENDS
IN THE FORESEEABLE FUTURE.
We intend to retain any future earnings
to finance the growth and development of our business. Therefore, we do not expect to pay any cash dividends in the foreseeable
future on our common stock. Any future dividends will depend on our earnings, if any, and our financial requirements. The Company
has Series A Convertible Preferred Stock, which includes a mandatory 3% dividend prior to any distribution to common shareholders.
FUTURE SALES BY OUR STOCKHOLDERS
MAY ADVERSELY AFFECT OUR STOCK PRICE AND OUR ABILITY TO RAISE FUNDS IN NEW STOCK OFFERINGS.
Sales of our common stock in the public
market could lower the market price of our Class A Common Stock. Sales may also make it more difficult for us to sell equity securities
or equity-related securities in the future at a time and price that our management deems acceptable or at all.
OUR COMMON STOCK IS DEEMED TO BE
“PENNY STOCK” WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.
Our common stock is deemed to be “penny stock”
as that term is defined in Rule 3A51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are stock:
● with
a price of less than $5.00 per share;
● that
are not traded on a “recognized” national exchange;
● whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00
per share); or
● in
issuers with net tangible assets of less than $2.0 million (if the issuer has been in continuous operation for at least three years)
or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for
the last three years.
Broker/dealers dealing in penny stocks
are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers
are required to determine whether an investment in a penny stock is a suitable investor for a prospective investor. These
requirements may reduce the potential market for our common stock by reducing the number of potential investors. This
may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.
THE PRICE OF OUR STOCK MAY BE AFFECTED
BY A LIMITED TRADING VOLUME AND MAY FLUCTUATE SIGNIFICANTLY
There has been a limited public market
for our Class A common stock and there can be no assurance that an active trading market for our stock will continue. An absence
of an active trading market could adversely affect our stockholders' ability to sell our Class A common stock in short time periods,
or possibly at all. Our Class A common stock has experienced, and is likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of our stock without regard to our operating performance. In
addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or
the condition of the financial markets could cause the price of our Class A common stock to fluctuate substantially.
Risk Factor Related to Controls and Procedures
The Company has limited segregation
of duties amongst its employees with respect to the Company's preparation and review of the Company's financial statements due
to the limited number of employees, which is a material weakness in internal controls, and if the Company fails to maintain an
effective system of internal controls, it may not be able to accurately report its financial results or prevent fraud. As a result,
current and potential stockholders could lose confidence in the Company's financial reporting which could harm the trading price
of the Company's stock.
Management has found it necessary to
limit the Company's administrative staffing in order to conserve cash, until the Company's level of business activity increases.
As a result, the Company and its independent public accounting firm have identified this as a material weakness in the Company's
internal controls. The Company intends to remedy this material weakness by hiring additional employees and reallocating duties,
including responsibilities for financial reporting, among the employees as soon as there are sufficient resources available. However,
until such time, this material weakness will continue to exist. Despite the limited number of administrative employees and limited
segregation of duties, management believes that the Company's administrative employees are capable of following its disclosure
controls and procedures effectively.
ITEM 2. PROPERTIES.
We do not own any real property. Our
corporate headquarters are located at 750 Highway 34, Matawan, New Jersey. We intend to continue subleasing such space,
and anticipate no relocation of our offices in the foreseeable future. We are unaware of any environmental problems in connection
with this location, and, because of the nature of our activities, do not anticipate such problems.
ITEM 3. LEGAL PROCEEDINGS.
We are subject to litigation from time
to time arising from our normal course of operations. Currently, there are no open litigation matters.
PART II
ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES.
MARKET INFORMATION
Our Class A common stock, no par value,
is quoted on the OTC Pink Marketplace under the symbol "BGNN." The following table shows the high and low closing prices
for the periods indicated.
Year |
|
High |
|
|
Low |
|
|
|
|
|
|
|
|
2013 – pre reverse split |
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
0.0004 |
|
|
$ |
0.0002 |
|
Second Quarter |
|
$ |
0.0020 |
|
|
$ |
0.0002 |
|
Third Quarter |
|
$ |
0.0007 |
|
|
$ |
0.0001 |
|
Fourth Quarter |
|
$ |
0.0002 |
|
|
$ |
0.0001 |
|
2014 – pre reverse split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter |
|
$ |
0.0011 |
|
|
$ |
0.0001 |
|
Second Quarter |
|
$ |
0.0007 |
|
|
$ |
0.0002 |
|
Third Quarter |
|
$ |
0.0003 |
|
|
$ |
0.0002 |
|
|
|
|
|
|
|
|
|
|
2014 – Post reverse split |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter |
|
$ |
0.8400 |
|
|
$ |
0.0475 |
|
The quotations listed above reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions
HOLDERS OF COMMON EQUITY.
As of December
31, 2014, the number of record holders of our common shares was approximately 789.
DIVIDEND INFORMATION.
To date, the Company has never paid
a dividend. We have no plans to pay any dividends on common stock in the near future. We intend to retain all earnings, if any,
for the foreseeable future, for use in our business operations. The Company has Series A 3 % Preferred Stock, which includes a
mandatory 3% dividend prior to any distribution to common shareholders.
SALE OF UNREGISTERED SECURITIES.
On February 10, 2010, the Company issued
1,100 shares of the Company’s Series A 3% Preferred Stock for $1,100,000 in cash, which includes a mandatory 3% dividend
prior to any distribution to common shareholders. The previously issued Series A 10 % Preferred Stock has been changed
to a 3% dividend rate.
On February 10, 2010, the Company issued
119 shares of the Company’s Series A 3% Preferred Stock in exchange for $119,000 of convertible debt to iVoice, Inc.
DESCRIPTION OF SECURITIES
Pursuant to our certificate of incorporation,
we are authorized to issue 1,000,000 shares of preferred stock, par value of $1.00 per share, 500,000,000 shares of Class A common
stock, no par value per share, 50,000,000 shares of Class B common stock, par value $.01 per share, and 20,000,000 shares of Class
C Common Stock, par value $.01 per share. Below is a description of the Company’s outstanding securities, including Preferred
stock, Class A common stock, Class B common stock, Class C common stock, options, warrants and debt.
PREFERRED STOCK
The Board of Directors expressly is
authorized, subject to limitations prescribed by the New Jersey Business Corporations Act and the provisions of this Certificate
of Incorporation, to provide, by resolution and by filing an amendment to the Certificate of Incorporation pursuant to the New
Jersey Business Corporations Act, for the issuance from time to time of the shares of Preferred Stock in one or more series, to
establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences
and other rights of the shares of each such series and to fix the qualifications, limitations and restrictions thereon, including,
but without limiting the generality of the foregoing, the following:
a)
the number of shares constituting that series and the distinctive designation of that series;
b) the dividend rate on the
shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;
c) whether that series shall
have voting rights, in addition to voting rights provided by law, and, if so, the terms of such voting rights;
d) whether that series shall
have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the
conversion rate in such events as the Board of Directors shall determine;
e) whether or not the shares
of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the dates upon or after
which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions
and at different redemption dates;
f) whether that series shall
have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
g) the rights of the shares
of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series; and
h) any other relative powers,
preferences and rights of that series, and qualifications, limitations or restrictions on that series.
In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the holders of Preferred Stock of each series shall be entitled
to receive only such amount or amounts as shall have been fixed by the certificate of designations or by the resolution or resolutions
of the Board of Directors providing for the issuance of such series.
The Company is authorized to issue 1,000,000
shares of Preferred Stock, par value $1.00 per share.
Of the 1,000,000 shares of Preferred
Stock, 10,000 shares are designated Series A 3% Preferred Stock, par value $1.00 per share, with a stated value of $1,000. The
stated value is used for calculation of dividends and liquidation preferences.
On March
12, 2008, the Company sold 1,444.444 shares of Series A 10% Preferred Stock to iVoice, Inc. for $1,444,444.
On March 6, 2009, the Company filed
with the State of New Jersey an Amendment to the Certificate (the “Amendment”) that revised the rights of the holders
of the Company’s Series A 10% Preferred Stock. The revisions included:
a. This
preferred stock will be referred to in the Company’s Certificate of Incorporation as: “Series A 10% Preferred Stock”.
b. The
holders of the Series A 10% Preferred Stock shall have no voting rights.
c. The
Series A 10% Preferred Stock shall no longer be convertible.
In February 2010, the Company filed
with the State of New Jersey an Amendment to the Certificate that revised the rights of the holders of the Company’s Series
A 3% Preferred Stock. The revisions included:
a. The
preferred stock will be referred to in the Company’s Certificate of Incorporation as: “Series A 3% Preferred Stock”.
b. The
holders of the preferred stock will have a new dividend rate of 3%.
c. The
holders of the Series A 3% Preferred Stock shall have no voting rights.
d. Series
A 3% Preferred Stock is convertible, at the option of the holder with the consent of the Corporation, at any time after the date
of issuance of such share into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing
the Series A Initial Value, as may be adjusted from time to time, by the Conversion Price applicable to such share. The "Conversion
Price” per share shall be calculated as the closing bid price of the Class A Common stock on the last trading day immediately
prior to the date that the Notice of Conversion is tendered to the Corporation, subject to certain adjustments.
e. The
holders of shares of Series A Preferred Stock shall be prohibited from converting shares of Series A Preferred Stock, and the Corporation
shall not honor any attempted conversion of Series A Preferred Stock, if, and to the extent, the shares of Common Stock held by
such converting holder of Series A Preferred Stock following any attempted conversion would exceed 9.99% of the outstanding shares
of Common Stock of the Corporation after giving effect to such conversion.
On February 10, 2010, iVoice, Inc. agreed
to purchase 1,219 shares of the Company’s 3% Preferred Stock for $1,100,000 in cash and exchange of a convertible promissory
note.
On February 10, 2010, the Company issued
119 shares of Series A Preferred Stock in exchange for $112,058 Convertible Promissory Note and accrued interest of $6,708 to iVoice,
Inc.
On January 5, 2011, the Company converted
$66,104 of the principal amount and accrued interest of the iVoice Note Receivable, dated April 30, 2010 for redemption of 1,057.664
shares of B Green Innovations Series A 3% Preferred Stock in accordance with the terms of the Promissory Note.
In February 2011, the Board of Directors
authorized the Company to sell up 350 shares of the Series A 3% Preferred Stock.
On November 13, 2012 the Company
filed with the State of New Jersey an Amendment to the Certificate of Incorporation that revised the rights of the holders of the
Company’s Series A 3% Preferred Stock which provided additional conversions rights. The holder may convert, with the consent
of the Corporation their stock into (b) such amount of marketable securities held by the Corporation equal in value to the Series
A Initial Value, as may be adjusted from time to time, or (c) cash equal in value to the Series A Initial Value, as may be adjusted
from time to time. During the year ended December 31, 2012, the holder converted 843.624 shares of Series A 3% Preferred Stock
for marketable securities at the Initial Value of $843,624.
As
of December 31, 2014 and 2013, 2663.444 shares were issued and 762.156 shares of Series A 3% Preferred Stock are outstanding. As
of December 31, 2014 dividends in arrears amounted to $478,914.
CLASS A COMMON STOCK
Each holder of our Class A common stock
is entitled to one vote for each share held of record. Holders of our Class A common stock have no preemptive, subscription, conversion,
or redemption rights. Upon liquidation, dissolution or winding-up, the holders of Class A Common Stock are entitled to receive
our net assets pro rata. Each holder of Class A common stock is entitled to receive ratably any dividends declared by our board
of directors out of funds legally available for the payment of dividends. We have not paid any dividends on our common stock and
do not contemplate doing so in the foreseeable future. We anticipate that any earnings generated from operations will
be used to finance our growth.
On September 9, 2014, pursuant to approval
by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate of Incorporation, dated September 4, 2014
was accepted by the State of New Jersey to 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.. The reverse split took effect
on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily changed to “BGNND”. The Amendment
provided for the issuance of no fractional shares, but instead, all fractional shares created by the reverse split were rounded
up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A Common Stock shares issued and 3,984,172,925
Class A Common Stock shares outstanding. Additional shares may be issued upon finalization of the roundup of the fractional shares.
Following the reverse split, there were 422,395 Class A Common Stock shares outstanding. Additionally, the number of authorized
Class A Common Stock was deduced from ten billion (10,000,000,000) no par value shares to five hundred million (500,000,000) no
par value shares.
As of December 31,
2014, there are 500,000,000 shares of Class A Common Stock authorized, no par value, and 111,622,395 shares were issued and outstanding.
CLASS
B COMMON STOCK
Each holder of Class B Common Stock
shall have the right to convert each share of Class B Common Stock into the number of Class A Common Stock Shares calculated by
dividing the number of Class B Common Stock Shares being converted by twenty percent (20%) discount of the lowest price that the
Company had previously issued its Class A Common Stock since the Class B Common Stock Shares were issued. Every holder of the outstanding
shares of the Class B Common Stock Shares shall be entitled on each matter to cast the number of votes equal to the number of Class
A Common Stock Shares that would be issued upon the conversion of the Class B Common Stock Shares held by that holder, had all
of the outstanding Class B Common Stock Shares held by that holder been converted on the record date used for purposes of determining
which stockholders would vote in such an election. With respect to all matters upon which stockholders are entitled to vote or
to which stockholders are entitled to give consent, the holders of the outstanding shares of Class B Common Stock Shares shall
vote together with Class A Common Stock Shares 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 stockholders. Each Class B Common Stock Share shall receive dividends or other distributions, as declared, equal to the number
of Class A Common Stock Shares that would be issued upon the conversion of the Class B Common Stock Shares, had all of the outstanding
Class B Common Stock Shares been converted on the record date established for the purposes distributing any dividend or other stockholder
distribution.
During 2009, the Company issued 115,025
shares of Class B Common Stock as repayment of $115,205 of a promissory note. During 2011 and 2012, the Company repurchased 29,774
and 39,237, respectively, shares of its Class B Common Stock at $1.00 per share which is the same price that it was purchased by
the related party. During 2014, the Company converted $148,396 of deferred compensation into 148,396 shares of Class B Common Stock
and converted 60,000 shares of Class B common stock into 1,200,000 shares of Class A common stock.
As of December 31, 2014, there are 263,421
shares issued and 134,410 shares outstanding.
CLASS C COMMON STOCK
Each holder of Class C Common Stock
is entitled to 1,000 votes for each share held of record. Shares of Class C Common Stock are not convertible into Class A Common
Stock. Upon liquidation, dissolution or wind-up, the holders of Class C Common Stock are not entitled to receive our net assets
pro rata.
As of December 31, 2014, there are 20,000,000
shares of Class C Common Stock authorized; par value $.01 per share, and no shares were issued or outstanding.
EQUITY
SUBSCRIPTIONS
During the year ended December 31, 2014,
the Company executed several Equity Subscription Agreements with unrelated parties to provide addition funding for the Company.
Pursuant to the terms of the agreements, the Company is required to issue one share of Class A common stock for each dollar invested
by the purchasers and the shares will contain a restrictive legend until the shares can be sold pursuant to Rule 144 without any
restrictions. As of December 31, 2014, the Company has received subscriptions for 43,179 shares of Class A common stock.
OPTIONS AND WARRANTS
During the year 2005, the Company adopted
the 2005 Stock Incentive Plan and the 2005 Directors’ and Officers’ Stock Incentive Plan (the “Plan”) in
order to attract and retain qualified personnel. Under the Plan, the Board of Directors (the "Board"), in its discretion
may grant stock options (either incentive or non-qualified stock options) to officers and employees to purchase the Company's common
stock.
The Company did not issue any stock
options for the year ended December 31, 2014.
EQUITY COMPENSATION PLAN INFORMATION
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
|
|
Weighted-average exercise price of outstanding options, warrants and rights (b) |
|
|
Number of securities remaining available
for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c) |
|
Equity compensation plans approved by security holders |
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans not approved by security holders |
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
(1) |
(1) As of December 31, 2014, subject
to approval by the Board of Directors, up to twenty percent (20%) of the total issued and outstanding Class A Common Stock are
available for future issuance pursuant to the Company’s 2005 Stock Incentive Plan (the “Stock Incentive Plan”)
and up to twenty percent (20%) of the total issued and outstanding Class A Common Stock are available for future issuance pursuant
to the Company’s 2005 Directors' and Officers' Stock Incentive Plan (the “Directors’ and Officers’ Stock
Incentive Plan”). As of December 31, 2014 the Board had previously approved for issuance a total of 5,495,000
Class A Common Stock shares for each the Stock Incentive Plan and the Directors’ and Officers’ Stock Incentive Plan. All
authorized shares have been issued pursuant to each plan with no additional shares remaining. The Board of Directors
must take further action to authorize additional shares of issuance under each plan.
The Company’s 2005 Stock Incentive
Plan (the "Plan") was approved by the Board of Directors, and became effective, on December 12, 2005. The
shares that may be delivered or purchased or used for reference purposes under the Plan shall not exceed an aggregate of twenty
percent (20%) of the issued and outstanding shares of the Company's Class A Common Stock, no par value per share, as determined
by the Board from time to time. The purpose of the Plan is to (i) provide long-term incentives and rewards to employees, directors,
independent contractors or agents of B Green Innovations and its subsidiaries; (ii) assist the Company in attracting and retaining
employees, directors, independent contractors or agents with experience and/or ability on a basis competitive with industry practices;
and (iii) associate the interests of such employees, directors, independent contractors or agents with those of the Company’s
stockholders. Awards under the Plan may include, but need not be limited to, stock options (including non-statutory stock options
and incentive stock options, stock appreciation rights, warrants, dividend equivalents, stock awards, restricted stock, phantom
stock, performance shares or other securities or rights that the Board of Directors determines to
be consistent with the objectives and
limitations of the Plan. Under the Plan, the Board may provide for the issuance of shares of the Company's Class A Common Stock
as a stock award for no consideration other than services rendered or, to the extent permitted by applicable state law, to be rendered.
The Board shall have all the powers vested in it by the terms of the Plan, such powers to include exclusive authority (within the
limitations of the Plan) to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and
terms of the awards to be made to each Eligible Participant selected, to determine the time when the awards will be granted, when
they will vest, when they may be exercised, and when they will be paid, to amend awards previously granted, and the establish objectives
and conditions, if any, for earning awards and whether awards will be paid after the end of the award period.
The Company’s 2005 Directors'
and Officers' Stock Incentive Plan (the "D&O Plan") was approved by the Board of Directors, and become effective,
on December 12, 2005. The shares that may be delivered or purchased or used for reference purposes under the D&O Plan shall
not exceed an aggregate of twenty percent (20%) of the issued and outstanding shares of the Company's Class A Common Stock, no
par value per share, as determined by the Board from time to time. The purpose of the D&O Plan is to (i) provide
long-term incentives and rewards to officers and directors of the Company and its subsidiaries; (ii) assist the Company in attracting
and retaining officers and directors, with experience and/or ability on a basis competitive with industry practices; and (iii)
associate the interests of such officers and directors with those of the Company's stockholders. Awards under the D&O
Plan may include, but need not be limited to, stock options (including non-statutory stock options and incentive stock options),
stock appreciation rights, warrants, dividend equivalents, stock awards, restricted stock, phantom stock, performance shares or
other securities or rights that the Board of Directors determines to be consistent with the objectives and limitations of the D&O
Plan. Under the D&O Plan, the Board may provide for the issuance of shares of the Company's Class A Common Stock
as a stock award for no consideration other than services rendered or, to the extent permitted by applicable state law, to be rendered.
The Board shall have all the powers vested in it by the terms of the Plan, such powers to include exclusive authority (within the
limitations of the Plan) to select the Eligible Participants to be granted awards under the Plan, to determine the type, size and
terms of the awards to be made to each Eligible Participant selected, to determine the time when the awards will be granted, when
they will vest, when they may be exercised, and when they will be paid, to amend awards previously granted, and the establish objectives
and conditions, if any, for earning awards and whether awards will be paid after the end of the award period.
ITEM 7. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward Looking Statements
See Forward Statements – Cautionary
Factors in Item 1 herein.
Overview and Plan of Operation
The Company business was formed from
the contribution by iVoice of certain assets and related liabilities on August 5, 2005, and sought to leverage the value of underutilized
developed technology and believed that the transition to an independent company will provide the Company with greater access to
capital. In connection with this Spin-off by iVoice, iVoice assigned and conveyed to the Company its IVR software
business and related liabilities, including all intellectual property of iVoice relating to the IVR software business. The
board and management of iVoice elected not to transfer any part of its working cash balance to the Company. Based upon
the current intention of the Company not to conduct any research and development or hire additional employees and instead focus
on the sale of the existing products, the board has determined that, on balance, the Company has the ability to satisfy its working
capital needs as a whole. The board and management has also determined that B Green Innovations has the ability to obtain
financing to satisfy any addition working capital needs as a stand-alone company.
The emerging nature of the interactive
voice response industry, and the Company’s lack of resources to develop and market new products made it difficult to compete
in this industry. The Company is now dedicated to the development, manufacture, and distribution of “green” products.
We currently have no plans to engage in future research and development, to launch any additional versions of the IVR software
or other products, or to continue to market this product.
The B Green Innovations, Inc. "Go
Green" mission from its inception, is to create a "Green" company for the development of solutions to eliminate
waste from the world's environment. B Green offers consumers a realistic and necessary solution to the problem of waste around
the world. We believe that to truly have an impact on the planet, one must be committed to the environment and seek out environmentally
friendly products.
The first technology was to create new
products from recycled tire rubber. EcoPod® and VibeAway® address important environmental concerns and problems facing
the planet today. EcoPod® and VibeAway® are 100% recycled rubber-based products that can be utilized as support pads under
any units that vibrate and make noise, including washing machines, dryers, compressors, commercial condensers, and many other units
that advantageously benefit from sound and vibration control. In addition, we announced that we had filed a new patent application
for a process described as “Recycled Tire Pod with Appliance Recess Guide.”
In 2013, the Company started selling
its Wrap-N-Save product through our website BGREENINNOVATIONS.COM. The Wrap-N-Save product is a plastic film used for sealing paint
trays, paint brushes, rollers and sprayer in-feed. Its versatile size allows it to fit any size brush, roller or paint tray.
In 2014, the Company announced
the addition of two new products available to our distributors and direct customers. The 1st product is the Ice Pack Sack which
is specifically designed to provide a simple, comfortable, and effective method for applying Hot and Cold Therapy. Hot and
Cold Therapy is recognized medical treatment for everyday minor injuries. It provides relief from sprains, strains and common
muscle pain. The 2nd product is the Sock Pocket Organizer which holds paired socks in place through the washing-machine
and dryer cycles. The Sock Pocket Organizer is a mesh bag that has 9 individual pockets with zipper closures.
In May 2014, the Company was engaged
by two developing companies (the “Consultee”) to provide consulting services related to management, organization, short
and long term strategic planning, and advice and recommendations regarding corporate financing. According to the Consulting Agreements,
a) for services related to raising funds in the form of debt and/or equity the Company will receive 5% of the gross proceeds plus
2% of the Consultee’s common stock; and b) for all other services provided the Company will receive 1% of the sales of the
company for 7 years from the product release/launch date plus 1% of the Consultee’s common stock.
The Company continues to evaluate additional
products to its product line as well as expanding its distribution channels.
The Company had received a going concern
opinion from its auditors in 2012. Its continuation as a going concern is dependent upon obtaining the financing necessary
to operate its business. If the Company cannot find sources of additional financing to fund its working capital needs, the Company
will be unable to obtain sufficient capital resources to operate our business.
We cannot assure you that we will be
able to access any financing in sufficient amounts or at all when needed. Our inability to obtain sufficient working capital funding
will have an immediate material adverse effect upon our financial condition and our business. See “Liquidity and Capital
Resources.”
The Company’s financial statements
have been prepared in accordance with accounting principles generally accepted in the United States, and reflect the historical
financial position, results of operations, and cash flows of the business transferred to the Company by iVoice as part of the Spin-off
from iVoice, Inc.. The financial information included in this report is not necessarily indicative of its future performance
as an independent company.
Results of Operations 2014 Compared
to 2013
Total revenues decreased $63,457 (39.5%)
for the year ended December 31, 2014 to $97,065 as compared to $160,522 for the year ended December 31, 2013. This decrease is
primarily attributed to the lower demand for our core product ”vibe-away” as we fulfill the market demand. The
Company continues to evaluate additional products to add to its product line as well as expanding its distribution channels.
Gross profit decreased $62,624 (52.6%)
to $56,335 for the year ended December 31, 2014 as compared to $118,959 for the same period in the prior year primarily as a result
of the decreased volume. The gross profit percentage was 58.0% for the year ended December 31, 2014 decreased as compared to 74.1%
for the year ended December 31, 2013 primarily reflecting the continued pricing pressure in a shrinking market.
Total operating expenses increased to
$456,885 for the year ended December 31, 2014 from $423,445 for the previous year, an increase of $33,440 (7.9%). The Company had
to adjust prior period accruals for professional services which was offset by reductions in all other categories as a result of
the shrinking revenues.
Loss from operations for the year ended
December 31, 2014 increased $96,064 (31.5%) to $400,550 as compared to a loss from operations of $304,486 for the year ended December
31, 2013. The increase in loss from operations was the result of the factors discussed above.
Total other income (expense) was an
expense of $484,946 for the year ended December 31, 2014 as compared to an expense of $190,377 for the year ended December 31,
2013. This increase in other expense is primarily attributed to higher settlement expenses on debt conversions offset by lower
interest expenses.
The net loss for the year ended December
31, 2014 was $885,496 as compared to net loss of $494,863 for the year ended December 31, 2013. The increase in net
loss was the result of the factors discussed above, primarily in increased settlement, lower revenues and higher operating expenses.
LIQUIDITY AND CAPITAL RESOURCES
To date, the Company has incurred substantial
losses, and will require financing for working capital to meet its operating obligations. We anticipate that we will
require financing on an ongoing basis for the foreseeable future.
If the Company cannot find sources of
additional financing to fund its working capital needs, the Company will be unable to obtain sufficient capital resources to operate
our business. We cannot assure you that we will be able to access any financing in sufficient amounts or at all when needed. Our
inability to obtain sufficient working capital funding will have an immediate material adverse effect upon our financial condition
and our business. The Company currently has no other significant sources of working capital or cash commitments. However, no assurance
can be given that the Company will raise sufficient funds from such financing arrangements, or that Company will ever produce sufficient
revenues to sustain its operations, or that a market will develop for its common stock for which a significant amount of the Company’s
financing is dependent upon.
During the year ended December 31, 2014,
the Company had a net decrease in cash of $1,916. The Company’s principal sources and uses of funds were as follows:
Cash
used in operating activities. The Company used $114,679 in cash for operating activities for the year ended December 31, 2014
as compared to using $63,416 in the prior year. The decrease in cash provided by operating activities is primarily the result of
lower cash from operations offset by increases in accounts payable, accrued expenses and related party accounts.
Cash
provided by investing activities. The Company had no investing activities for the years ended December 31, 2014 and 2013.
Cash
provided by financing activities. The Company provided $112,763 from the issuance of new debt and the private sale of Equity
securities (Subscription Agreements) for the year ended December 31, 2014. The Company provided $24,600 in financing activities
for the year ended December 31, 2013 on the issuance of new debt.
There was no significant impact on the
Company’s operations as a result of inflation for the year ended December 31, 2011.
Critical Accounting Policies
The discussion and analysis of our financial
condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to bad debts,
inventory obsolescence, intangible assets, payroll tax obligations, and litigation. We base our estimates on historical experience
and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of certain assets and liabilities. Actual results may differ from these estimates
under different assumptions or conditions.
We have identified below the accounting
policies, revenue recognition and software costs, related to what we believe are most critical to our business operations and are
discussed throughout Management’s Discussion and Analysis of Financial Condition or Plan of Operation where such policies
affect our reported and expected financial results.
Revenue Recognition
For “green” products, revenues
are recognized at the time of shipment to, or acceptance by customer, provided title and risk of loss is transferred to the customer.
Provisions, when appropriate, are made where the right to return exists.
Impact of Recent Accounting Pronouncements
There were various other updates recently issued, most
of which represented technical corrections to the accounting literature or application to specific industries and are not expected
to a have a material impact on the Company's financial position, results of operations or cash flows.
Management does not believe that any
other recently issued, but not yet effective, accounting standards if currently adopted, would have a material effect on the accompanying
financial statements.
OFF BALANCE SHEET ARRANGEMENTS
During fiscal 2013, we did not engage
in any material off-balance sheet activities nor have any relationships or arrangements with unconsolidated entities established
for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have
not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide additional funding
to any such entities.
ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
The financial statements and notes of
this Form 10-K appear after the signature page to this Form 10-K
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls
and procedures.
An evaluation was performed under the supervision
and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness
of the design and operation of the Company's disclosure controls and procedures as defined in Rules 13a-15(e) or 15d-15(e) of the
Securities Exchange Act of 1934, as amended, as of December 31, 2012. Based on that evaluation, management, including
the Chief Executive Officer and Chief Financial Officer had concluded that the Company's disclosure controls and procedures were
not effective.
The Company maintains a set of disclosure controls
and procedures designed to ensure that information required to be disclosed by us in our reports filed under the securities Exchange
Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms. Disclosure
controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Management’s Report on
Internal Control Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 based
on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework,
our management concluded that our internal control over financial reporting was not effective for the following reasons:
a) |
The deficiency was identified as the Company's limited segregation of duties amongst the Company's employees with respect to the Company's control activities. This deficiency is the result of the Company's limited number of employees. This deficiency may affect management's ability to determine if errors or inappropriate actions have taken place. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible changes in our disclosure controls and procedures. |
This Annual Report does not include an attestation
report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required
to have, nor have we engaged an independent registered public accounting firm to perform, an audit on our internal control over
financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s
report in this Annual Report.
Changes in internal controls.
Management of the Company has also evaluated,
with the participation of the Chief Executive Officer of the Company, any change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal year covered by
this Annual Report on Form 10-K. There was no change in the Company's internal control over financial reporting identified
in that evaluation that occurred during the fiscal year covered by this Annual Report on Form 10-K that has materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Risk factors related to controls
and procedures
The Company has limited segregation of duties
amongst its employees with respect to the Company's preparation and review of the Company's financial statements due to the limited
number of employees, which is a deficiency in internal controls, and if the Company fails to maintain an effective system of internal
controls, it may not be able to accurately report its financial results or prevent fraud. As a result, current and potential stockholders
could lose confidence in the Company's financial reporting which could harm the trading price of the Company's stock.
Management has found it necessary to limit
the Company's administrative staffing in order to conserve cash, until the Company's level of business activity increases. As a
result, there is very limited segregation of duties amongst the administrative employees, and the Company and its independent public
accounting firm have identified this as a deficiency in the Company's internal controls. The Company intends to remedy this deficiency
by hiring additional employees and reallocating duties, including responsibilities for financial reporting, among the employees
as soon as there are sufficient resources available. However, until such time, this deficiency will continue to exist. Despite
the limited number of administrative employees and limited segregation of duties, management believes that the Company's administrative
employees are capable of following its disclosure controls and procedures effectively.
PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.
B Green Innovations’ board of
directors consists of one director. Listed below is certain information concerning individuals who currently serve as
directors and executive officers of B Green Innovations.
Name |
|
Age |
|
Position with B Green Innovations, Inc. |
|
Director since |
|
|
|
|
|
|
|
Jerome R. Mahoney |
|
55 |
|
President and Secretary |
|
2004 |
Jerome R. Mahoney. Mr. Mahoney has served as the Company’s
President, Chief Executive Officer and Secretary since August 30, 2006. Mr. Mahoney formerly served as the Company’s
Non-Executive Chairman of the Board. He had been a director of iVoice from May 21, 1999 until January 5, 2012. Mr.
Mahoney was also the Chairman of the Board of Trey Resources, Inc. and had been a director of Trey Resources from January 1, 2002
until May 2009. He was also the Non-Executive Chairman of the Board of SpeechSwitch, Inc. and had been a director of
SpeechSwitch from August 2004 until January 2008. He was also the Non-Executive Chairman of the Board of Deep Field
Technologies, Inc. through February 13, 2007 and had been a director of Deep Field Technologies from August 2004 through February
2007. Mr. Mahoney started at Executone Information Systems, a telephone systems manufacturer, and was Director of National
Accounts from 1988 to 1989. In 1989, Mr. Mahoney founded Voice Express, Inc., a New York company that sold voicemail systems and
telephone system service contracts and installed these systems. Mr. Mahoney sold Voice Express Systems in 1993. From 1993 to 1997,
Mr. Mahoney was President of IVS Corp., and on December 17, 1997, he established International Voice Technologies, with which iVoice
merged on May 21, 1999. Mr. Mahoney received a B.A. in finance and marketing from Fairleigh Dickinson University, Rutherford, NJ
in 1983.
AUDIT COMMITTEE
The Audit Committee currently consists
of Mr. Mahoney. Mr. Mahoney is not an independent member of the Board of Directors and is not deemed a financial expert as defined
in §228.401(e) of the regulations promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended. Management
is responsible for the Company's internal controls and the financial reporting process. Independent auditors are responsible for
performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted accounting
principles and to issue a report thereon and as to management's assessment of the effectiveness of internal controls over financial
reporting. The Audit Committee's responsibility is to monitor and oversee these processes, although the members of the Audit Committee
are not engaged in the practice of auditing or accounting. The Audit Committee had no meetings in 2014. The Board of Directors
approved an Audit Committee Charter on March 30, 2006. As of this date, the Audit Committee operates pursuant to this Audit Committee
Charter.
CORPORATE GOVERNANCE
Director Independence
B Green Innovations’ board of
directors consists of only Jerome R. Mahoney. Mr. Mahoney is not an “independent director” as
such term is defined in Section 4200(a)(15) of the NASDAQ Marketplace Rules.
Audit Committee
The Company’s audit committee
currently consists of Mr. Mahoney. Mr. Mahoney is not an independent member of the audit committee under the independence
standards set forth in Section 4350(d)(2) of the NASDAQ Marketplace Rules.
Nominating Committee
The Company does not have a standing
nominating committee or a committee performing similar functions, as the Board of Directors consists of only one member. Due
to the Company’s size, it finds it difficult to attract individuals who would be willing to accept membership on the Company’s
Board of Directors. Therefore, with only one member of the Board of Directors, the full Board of Directors would participate
in nominating candidates to the Board of Directors. The Company did not have an annual meeting of shareholders in the
past fiscal year.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
As the Company has no class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) Forms 3,4 or 5,
as required by Section 16(a) of the Exchange Act are not required to be filed.
Code of Ethics
The Board of Directors adopted a Code
of Ethics for its chief executive officer and chief financial officer and was filed as Exhibit 14 to the Company’s Report
on Form-10-KSB for the year ended December 31, 2005, filed on April 4, 2006. The Code of Ethics will be provided to any person
without charge, upon request. Requests should be directed to the Investor Relations Department at the Company's corporate headquarters.
Compensation of Directors
The Company does not have
any outside directors at this time, so the Company has incurred no compensation for 2014.
ITEM 11. EXECUTIVE
COMPENSATION
The following table sets forth compensation
information for services rendered by certain of our executive officers in all capacities during the last three completed fiscal
years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted,
and certain other compensation, if any, whether paid or deferred.
Summary Compensation
Table
Name and Position(s) |
|
Year |
|
Salary($) |
|
|
Stock Awards |
|
|
All other Compensation |
|
|
Total Compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerome R. Mahoney(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, Chief Executive |
|
2014 |
|
$ |
203,417 |
(2) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
203,417 |
|
Officer and Director |
|
2013 |
|
$ |
200,552 |
(2) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
200,552 |
|
|
|
2012 |
|
$ |
197,363 |
(2) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
197,363 |
|
(1) Mr.
Mahoney has been serving as our President, Chief Executive Officer and Director since August 31, 2006. Prior to that time, Mr.
Mahoney served as our Non-Executive Chairman of the Board from August 1, 2004 through August 31, 2006. Mr. Mahoney’s employment
contract is for a term of five-years at a base salary of $85,000 in the first year with annual increases based on the Consumer
Price Index every year thereafter. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney,
the Company’s CEO, was extended to July 31, 2016. The Company will compensate Mr. Mahoney with a base salary of
$85,000 for the first year with annual increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with
the Company’s former subsidiary B Green Innovations for annual compensation of $24,000 and upon every annual anniversary
thereafter, at the rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long
Island). Effective January 1, 2010, this amount was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s
employment agreement was amended to increase the base salary to $195,000 effective July 1, 2010.
(2) $12,000,
$8,000 and $24,597 was paid in salary and $191,417, $192,552 and $172,766 were accrued and unpaid for the years ended December
31, 2014, 2013 and 2012, respectively.
Aggregate Option/SAR Exercises in
Last Fiscal Year and FY-End Option/SAR Values
Name |
|
Shares Acquired on Exercise (#) |
|
|
Value Realized ($) |
|
|
Number of Securities Underlying Unexercised Options/SARs at FY-End (#) Exercisable/Unexercisable |
|
|
Value of Unexercised In-the-Money Options/SARs at FY-End ($) Exercisable/Unexercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 / 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Grants
The Company did not issue any stock options for the years
ended December 31, 2014 and 2013.
EMPLOYMENT CONTRACTS
Jerome R. Mahoney
The Company entered into a five-year
employment agreement with Mr. Mahoney as of August 1, 2004. Mr. Mahoney will serve as the Company’s Non-Executive Chairman
of the Board for a term of five years. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney,
the Company’s CEO, was extended to July 31, 2016. As consideration, the Company agreed to pay Mr. Mahoney the
sum of $85,000 the first year with an annual increase based on the Consumer Price Index every year thereafter. The Company also
agreed to pay Mr. Mahoney a bonus for each merger or acquisition completed by the Company equal to six percent (6%) of the gross
consideration paid or received by iVoice Technology in a merger or acquisition completed by the Company during the term of the
agreement. This bonus would be payable in the form of cash, debt or shares of our Class B Common Stock at the option of Mr. Mahoney.
Mr. Mahoney had a consulting agreement with the Company’s former subsidiary B Green Innovations for annual compensation of
$24,000 and upon every annual anniversary thereafter, at the rate based on the increase in the Consumer Price Index for All Urban
Consumers (New York-Northern N.J.-Long Island). Effective January 1, 2010, this amount was added to Mr. Mahoney’s base salary.
On June 15, 2010, Mr. Mahoney’s employment agreement was amended to increase the base salary to $195,000 effective July 1,
2010. All other terms of the Employment Agreement shall remain in full force and effect. For the year ended December 31, 2014,
Mr. Mahoney drew $12,000 of his salary. The remainder of Mr. Mahoney’s compensation shall be deferred until such time that
the Board of Directors determines that the Company has sufficient financial resources to pay his compensation in cash.
In the event Mr. Mahoney's employment
agreement is terminated by the Company for cause or due to Mr. Mahoney's disability or retirement, the Company will pay him his
full base salary for five years from the date of termination at the highest salary level under the agreement. Under his agreement,
"cause" means (1) the willful and continued failure of Mr. Mahoney to substantially perform his duties to the Company
after written demand for such performance is delivered to Mr. Mahoney by the Company's Board of Directors, (2) the willful engaging
by Mr. Mahoney in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, (3) the conviction
of Mr. Mahoney of a felony, which is limited solely to a crime that relates to the business operations of the Company or that results
in his being unable to substantially carry out his duties as set forth in the agreement, or (4) the commission of any act by Mr.
Mahoney against the Company that may be construed as embezzlement, larceny, and/or grand larceny. However, Mr. Mahoney will not
be deemed to have been terminated for cause unless the Board of Directors determines, by a vote of at least 75% of the members
of the board of directors, that Mr. Mahoney was guilty of conduct described in items (1), (2) or (4) above.
As the board of directors consists solely
of Mr. Mahoney, Mr. Mahoney, pursuant to his employment agreement, would be required to recuse himself from any discussions or
vote regarding any potential termination.
In the event Mr. Mahoney's employment
agreement is terminated due to Mr. Mahoney's death, the Company will pay to his estate his full base salary for eight years from
the date of termination at the highest salary level under the agreement. In the event Mr. Mahoney's employment agreement is terminated
by the Company within three years following a change in control, as defined in the employment agreement, or by Mr. Mahoney for
good reason within three years following a change in control, Mr. Mahoney will be entitled to receive a severance payment equal
to three hundred percent (300%), less $100, of the average amount of his gross income for services rendered to the Company in each
of the five prior calendar years (or shorter period during which Mr. Mahoney shall have been employed by the Company). Under his
employment agreement, "good reason" means, among other things, (1) any limitation on Mr. Mahoney's powers as Chairman
of the Board, (2) a reduction in compensation, (3) a relocation of the Company outside New Jersey or (4) the failure of the Company
to make any required payments under the agreement. The employment agreement restricts Mr. Mahoney from competing with the Company
during the term of the agreement and for one year after he is no longer employed by the Company; provided that Mr. Mahoney is receiving
severance or other compensation from the Company pursuant to the employment agreement for at least one year (see Note 8 to the
Financial Statements).
ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth certain
information regarding the beneficial ownership of our voting securities as of March 23, 2015 of (i) each person known to us to
beneficially own more than 5% of the applicable class of voting securities, (ii) our directors, (iii) and each named executive
officer and (iv) all directors and executive officers as a group. As of March 23, 2015, a total of 112,053,244 shares of Class
A common stock were outstanding. Each share of Class A common stock is entitled to one vote on matters on which holders of common
stock are eligible to vote. Each share of Class B common stock common stock is entitled to 100 votes on matters on which holders
of common stock are eligible to vote. Each share of Class C common stock common stock is entitled to 1,000 votes on matters on
which holders of common stock are eligible to vote. The column entitled "Percentage of Total Voting Stock" shows the
percentage of total voting stock beneficially owned by each listed party.
The number of shares beneficially owned
is determined under rules promulgated by the Securities and Exchange Commission, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual
has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60
days of March 23, 2015 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power
with that person's spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Ownership of Common Stock
Name and Position(s) |
|
Title of Class |
|
Common Stock Beneficially Owned |
|
|
Percentage
Ownership
(1) |
|
|
|
|
|
|
|
|
|
|
Jerome R. Mahoney, |
|
|
|
|
|
|
|
|
President and Secretary |
|
Class A Common Stock |
|
|
10,010,074,293 |
(2) |
|
|
98.9 |
% |
|
|
Class B Common Stock |
|
|
798,460 |
(3) |
|
|
100.00 |
% |
|
|
Class C Common Stock |
|
|
0 |
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
All directors and executive |
|
Class A Common Stock |
|
|
10,010,074,293 |
|
|
|
98.9 |
% |
Officers as a group |
|
Class B Common Stock |
|
|
798,460 |
|
|
|
100.00 |
% |
|
|
Class C Common Stock |
|
|
0 |
|
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
Meritz & Muenz LLP |
|
Class A Common Stock |
|
|
2,675,101,664 |
(4) |
|
|
96.0 |
% |
|
|
Class B Common Stock |
|
|
214,008 |
(4) |
|
|
61.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
Dolores Swoboda |
|
Class A Common Stock |
|
|
100,018,000 |
(5) |
|
|
89.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
Neoventive LLC |
|
Class A Common Stock |
|
|
10,000,000 |
|
|
|
8.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
Tangiers Investment Group, LLC |
|
Class A Common Stock |
|
|
8,639,104 |
(6) |
|
|
7.2 |
% |
(1) Percentage ownership is based on
shares outstanding plus the shares beneficially owned by the named individual or group for the respective security as of March
23, 2015.
(2) Includes 7,085 shares of Class A
common stock, 134,410 shares of Class B common stock held and gives effect to the right of Mr. Mahoney pursuant to the promissory
note to be executed by the Company in favor of Mr. Mahoney in the amount of $664,050 ($390,107 of deferred compensation and unpaid
interest of $273,943) to convert amounts owing under such promissory note to 798,460 shares of Class B Common Stock together with
the Class B common stock held, which are convertible into the number of shares of our Class A Common Stock, determined by dividing
the number of shares of our Class B Common Stock being converted by a 20% discount of the lowest price at which the Company had
ever issued its Class A Common Stock. There is no limitation on the number of shares of our Class
A Common Stock we may be required to issue to Mr. Mahoney upon the conversion of this indebtedness.
(3) Includes 134,410 shares held
and gives effect to the right of Mr. Mahoney to, at his option, convert the $664,050 promissory note plus accrued interest held
by him into Class B Common Stock of the Company at a rate of one dollar per share into 664,050 shares of the Company’s Class
B Common Stock. Such Class B Common Stock is convertible at any time into shares of our Class A Common Stock at a rate
equal to 80% of the lowest price that the Company issues shares of Class A Common Stock subsequent to the date of the note. Thus
by virtue of Mr. Mahoney's right to convert $664,050 owing under such promissory note into 664,050 shares of the Company’s
Class B Common Stock, Mr. Mahoney is deemed to beneficially own such shares for the purpose of computing the percentage of ownership
by him, but such shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(4) Includes the right of Meritz &
Muenz LLP pursuant to various promissory notes executed by the Company in the amount of $214,008 ($195,715 of promissory note and
unpaid interest of $18,293) to convert amounts owing under such promissory note to 214,008 shares of Class B Common Stock, which
are convertible into the number of shares of our Class A Common Stock, determined by dividing the number of shares of our Class
B Common Stock being converted by a 20% discount of the lowest price at which the Company had ever issued its Class
A Common Stock. There is no limitation on the number of shares of our Class A Common Stock we may be required
to issue to Mr. Mahoney upon the conversion of this indebtedness. A subsequent amendment limits the conversion to less than 9.9%
of the issued and outstanding shares of common stock.
(5) Includes 100,018,000 shares held
by Ms. Swoboda, which contains a restrictive legend that prohibits Ms. Swoboda from selling more than 4.99% of the issued and outstanding
shares of the company in any one transaction and an irrevocable proxy that appoints Mr. Mahoney to act as proxy in all voting matters.
(6) Includes 430,849 shares held and
gives effect of the right of Tangiers Investment Group, at their option, to convert $105,394 of convertible debt into 8,708,255
shares of the Company’s Class A Common Stock at 60% of the lowest trading price of the company’s common stock during
the previous 20 trading days.
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
The Company has assumed an
outstanding promissory demand note in the amount of $190,000 payable to Jerry Mahoney, President and Chief Executive Officer. This
amount is related to funds loaned to iVoice and is unrelated to the operations of B Green Innovations, Inc. The note
will bear interest at the rate of prime plus 2.0% per annum (5.25% at December 31, 2012) on the unpaid balance until paid. Interest
payments are due and payable annually. Under the terms of the Promissory Note, at the option of the Note holder, principal and
interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each
dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum
of the principal and interest that the Note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue
price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note,
before any repayment of interest.
The Board of Directors of
the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares
of the Company. As of December 31, 2014 the outstanding balances were $0, plus accrued interest of $132,174.
On May 8, 2007, the Company
executed a Security Agreement providing Jerome Mahoney, President and Chief Executive Officer of the Company, with a security interest
in all of the assets of the Company to secure the promissory note dated August 5, 2005 and all future advances including, but not
limited to, additional cash advances: deferred compensation, deferred expense reimbursement, deferred commissions and income tax
reimbursement for the recognition of income upon the sale of common stock for the purpose of the holder advancing additional funds
to the Company. This security interest expired in 2012, as the UCC Financing Amendment was never filed to continue the security
interest of the creditor for the additional period provided by applicable law.
The Company entered into a five-year
employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors, effective August 1, 2004.
On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney, the Company’s CEO, was extended
to July 31, 2016. The Company will compensate Mr. Mahoney with a base salary of $85,000 for the first year with annual
increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with the Company’s former subsidiary
B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the rate based on the increase
in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Effective January 1, 2010, this amount
was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s employment agreement was amended to increase
the base salary to $195,000 effective July 1, 2010. All other terms of the Employment Agreement shall remain in full force and
effect. For the year ended December 31, 2014, Mr. Mahoney drew $12,000 of his salary. The remainder of Mr. Mahoney’s compensation
shall be deferred until such time that the Board of Directors determines that the Company has sufficient financial resources to
pay his compensation in cash.
The Board has the option to pay Mr.
Mahoney’s compensation in the form of Class B Common Stock. Mr. Mahoney will also be entitled to certain bonuses based on
mergers and acquisitions completed by the Company. Pursuant to the terms of the Class B Common Stock, a holder of Class B Common
Stock has the right to convert each share of Class B Common Stock into the number of shares of Class A Common Stock determined
by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price for which the Company had
ever issued its Class A Common Stock. On August 28, 2014, the Company converted $148,396 of deferred compensation into 148,396
shares of Class B Common Stock. On September 15, 2014, the Company received a forgiveness of debt in the amount of $500,000 from
Mr. Mahoney. As of December 31, 2014 total deferred compensation due to Mr. Mahoney was $341,861.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth fees
billed to the Company by the Company's independent auditors for the year ended December 31, 2014 and December 31, 2013 for (i)
services rendered for the audit of the Company's annual financial statements and the review of the Company's quarterly financial
statements, (ii) services rendered that are reasonably related to the performance of the audit or review of the Company's financial
statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice
and assistance.
SERVICES |
|
2014 |
|
|
2013 |
|
|
|
|
|
|
|
|
Audit Fees |
|
$ |
-0- |
|
|
$ |
-0- |
|
Audit - Related Fees |
|
|
-0- |
|
|
|
-0- |
|
Tax fees |
|
|
-0- |
|
|
|
-0- |
|
All Other Fees |
|
|
-0- |
|
|
|
-0- |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
-0- |
|
|
$ |
-0- |
|
Prior to engaging our accountants to
perform a particular service, our Audit Committee obtains an estimate for the service to be performed. The Audit Committee in accordance
with its procedures approved all of the services described above.
ITEM 15. EXHIBITS
(a) List
of Documents Filed as Part of this Report
Financial Statements. The following consolidated
financial statements are incorporated by reference from Item 8 hereof:
Consolidated Balance Sheets
as of December 31, 2014 and 2013
Consolidated Statements of
Operations for the Years Ended December 31, 2014 and 2013
Consolidated Statements of Changes in Stockholders’
Equity (Deficit) and Comprehensive Income for the Years Ended December 31, 2014 and 2013
Consolidated Statements of
Cash Flows for the Years Ended December 31, 2014 and 2013
Notes to Consolidated Financial
Statements
(b) Exhibits. The
following is a list of exhibits filed as part of this Annual Report on Form 10-K
Exhibits
No. |
|
Description |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of iVoice Technology, Inc. (filed as Exhibit 3.1 to iVoice Technology, Inc.’s Amendment No. 1 to Form SB-2 Registration Statement, File No. 333-120490, filed on January 11, 2005, and incorporated herein by reference) |
|
|
|
3.2 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on January 11, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated January 11, 2008 and incorporated herein by reference.) |
|
|
|
3.3 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on March 10, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated March 5, 2008 and incorporated herein by reference.) |
|
|
|
3.4 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on August 11, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated August 11, 2008 and incorporated herein by reference.) |
|
|
|
3.5 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on March 6, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated March 6, 2009 and incorporated herein by reference.) |
|
|
|
3.6 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on July 27, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated July 27, 2009 and incorporated herein by reference.) |
|
|
|
3.7 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on November 20, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated November 17, 2009 and incorporated herein by reference.) |
|
|
|
3.8 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on February 16, 2010 (filed with the Commission as Exhibit 3.1 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.) |
|
|
|
3.9 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on November 13, 2012 (filed with the Commission as Exhibit 3.1 on the Form 8-K dated November 13, 2012 and incorporated herein by reference.) |
|
|
|
3.10 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on September 4, 2014 (filed with the Commission as Exhibit 3.1 on the Form 8-K dated October 2, 2014 and incorporated herein by reference.) |
|
|
|
3.11 |
|
By-laws of iVoice Technology, Inc. (filed as Exhibit 3.2 to iVoice Technology, Inc.’s Amendment No. 1 to Form SB-2 Registration Statement, File No. 333-120490, filed on January 11, 2005, and incorporated herein by reference) |
|
|
|
10.1 |
|
Employment Agreement, dated as of August 1, 2004, between iVoice Technology, Inc. and Jerome Mahoney (initially filed as Exhibit 10.9 to iVoice Technology, Inc.’s Amendment No. 2 to Form SB-2 Registration Statement, File No. 333-120490, filed on April 7, 2005, incorporated herein by reference) and amendment dated September 26, 2006 (filed as Exhibit 10.1 to iVoice Technology, Inc.’s Form 8-K, filed on September 28, 2006, incorporated by reference herein). |
|
|
|
10.2 |
|
Amendment No. 1 to Employment Agreement, dated April 1, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.23 to iVoice Technology, Inc.’s Amendment No. 2 to Form SB-2 Registration Statement, File No. 333-120490, filed on April 7, 2005, and incorporated herein by reference) |
|
|
|
10.3 |
|
Amendment No. 2 to Employment Agreement, dated June 15, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.24 to iVoice Technology, Inc.’s Amendment No. 3 to Form SB-2 Registration Statement, File No. 333-120490, filed on June 24, 2005, and incorporated herein by reference) |
|
|
|
10.4 |
|
Amendment No. 3 to Employment Agreement, dated July 18, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.26 to iVoice Technology, Inc.’s Amendment No. 4 to Form SB-2 Registration Statement, File No. 333-120490, filed on July 28, 2005, and incorporated herein by reference |
|
|
|
10.5 |
|
Promissory Note from iVoice Technology, Inc. to Jerome Mahoney, dated August 5, 2005 (filed as Exhibit 10.13 to iVoice Technology, Inc.’s Form SB-2 Registration Statement, filed on October 3, 2005, and incorporated herein by reference) |
|
|
|
10.6 |
|
Amendment No. 4 to Employment Agreement, dated September 29, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.33 to iVoice Technology, Inc.’s Form SB-2 Registration Statement, filed on October 3, 2005, and incorporated herein by reference) |
|
|
|
10.7 |
|
Amended Administrative Services Agreement, dated March 5, 2005, between iVoice, Inc. and iVoice Technology, Inc. (filed as Exhibit 10.1 to iVoice Technology, Inc.’s Form 8-K, filed on March 14, 2008, and incorporated herein by reference) |
|
|
|
10.8 |
|
Amendment No. 5 to Employment Agreement, dated September 26, 2006, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.1 on the Current Report on Form 8-K dated August 31, 2006, and incorporated herein by reference) |
|
|
|
10.9 |
|
Amendment No. 6 to Employment Agreement, dated November 22, 2006, between iVoice Technology, Inc. and Jerome Mahoney filed herein. |
|
|
|
10.10 |
|
Convertible Promissory Note, dated March 5, 2008, payable to iVoice Technology, Inc. (filed as Exhibit 10.2 to iVoice Technology, Inc.’s Form 8-K, filed on March 14, 2008, and incorporated herein by reference) |
|
|
|
10.11 |
|
Amendment No. 7 to Employment Agreement, dated March 9, 2009, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.1 on the Current Report on Form 8-K dated March 6, 2009 and incorporated herein by reference) |
10.12 |
|
Agreement and Plan of Merger by and between iVoice Technology, Inc. and B Green Innovations, Inc. dated November 17, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated November 17, 2000 and incorporated herein by reference.) |
|
|
|
10.13 |
|
Termination of Administrative Services Agreement dated February 10, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (filed with the Commission as Exhibit 10.1 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.) |
|
|
|
10.14 |
|
Administrative Services Agreement dated March 1, 2010 by and between B Green Innovations, Inc. and iVoice, Inc., (filed with the Commission as Exhibit 10.2 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.). |
|
|
|
14 |
|
Code of Ethics (filed as Exhibit 14 to iVoice Technology, Inc.’s Form 10-KSB for the year ended December 31, 2005, filed on April 4, 2006, and incorporated herein by reference) |
|
|
|
31.1* |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 filed herein. |
|
|
|
32.1* |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herein. |
|
|
|
______________________
* Attached herein
SIGNATURES
In accordance with Section 13 or 15(d)
of the Exchange Act, the Registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
B Green Innovations Inc. |
|
|
|
|
|
Dated: March 30, 2015 |
By: |
/s/ Jerome Mahoney |
|
|
|
Jerome Mahoney |
|
|
|
President, CEO & CFO |
|
|
|
|
|
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/ Jerome Mahoney |
|
Dated: |
March 30, 2015 |
|
Jerome Mahoney |
|
|
|
|
President |
|
|
|
|
Chief Executive Officer |
|
|
|
|
Chief Financial Officer |
|
|
|
|
Director |
|
|
|
EXHIBIT INDEX
No. |
|
Description |
|
|
|
3.1 |
|
Amended and Restated Certificate of Incorporation of iVoice Technology, Inc. (filed as Exhibit 3.1 to iVoice Technology, Inc.’s Amendment No. 1 to Form SB-2 Registration Statement, File No. 333-120490, filed on January 11, 2005, and incorporated herein by reference) |
|
|
|
3.2 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on January 11, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated January 11, 2008 and incorporated herein by reference.) |
|
|
|
3.3 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on March 10, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated March 5, 2008 and incorporated herein by reference.) |
|
|
|
3.4 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on August 11, 2008 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated August 11, 2008 and incorporated herein by reference.) |
|
|
|
3.5 |
|
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. filed with the State of New Jersey on March 6, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated March 6, 2009 and incorporated herein by reference.) |
|
|
|
3.6 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on July 27, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated July 27, 2009 and incorporated herein by reference.) |
|
|
|
3.7 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on November 20, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated November 17, 2009 and incorporated herein by reference.) |
|
|
|
3.8 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on February 16, 2010 (filed with the Commission as Exhibit 3.1 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.) |
|
|
|
3.9 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on November 13, 2012 (filed with the Commission as Exhibit 3.1 on the Form 8-K dated November 13, 2012 and incorporated herein by reference.) |
|
|
|
3.10 |
|
Amendment to the Certificate of Incorporation filed with the State of New Jersey on September 4, 2014 (filed with the Commission as Exhibit 3.1 on the Form 8-K dated October 2, 2014 and incorporated herein by reference.) |
3.11 |
|
By-laws of iVoice Technology, Inc. (filed as Exhibit 3.2 to iVoice Technology, Inc.’s Amendment No. 1 to Form SB-2 Registration Statement, File No. 333-120490, filed on January 11, 2005, and incorporated herein by reference) |
|
|
|
10.1 |
|
Employment Agreement, dated as of August 1, 2004, between iVoice Technology, Inc. and Jerome Mahoney (initially filed as Exhibit 10.9 to iVoice Technology, Inc.’s Amendment No. 2 to Form SB-2 Registration Statement, File No. 333-120490, filed on April 7, 2005, incorporated herein by reference) and amendment dated September 26, 2006 (filed as Exhibit 10.1 to iVoice Technology, Inc.’s Form 8-K, filed on September 28, 2006, incorporated by reference herein). |
|
|
|
10.2 |
|
Amendment No. 1 to Employment Agreement, dated April 1, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.23 to iVoice Technology, Inc.’s Amendment No. 2 to Form SB-2 Registration Statement, File No. 333-120490, filed on April 7, 2005, and incorporated herein by reference) |
|
|
|
10.3 |
|
Amendment No. 2 to Employment Agreement, dated June 15, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.24 to iVoice Technology, Inc.’s Amendment No. 3 to Form SB-2 Registration Statement, File No. 333-120490, filed on June 24, 2005, and incorporated herein by reference) |
|
|
|
10.4 |
|
Amendment No. 3 to Employment Agreement, dated July 18, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.26 to iVoice Technology, Inc.’s Amendment No. 4 to Form SB-2 Registration Statement, File No. 333-120490, filed on July 28, 2005, and incorporated herein by reference |
|
|
|
10.5 |
|
Promissory Note from iVoice Technology, Inc. to Jerome Mahoney, dated August 5, 2005 (filed as Exhibit 10.13 to iVoice Technology, Inc.’s Form SB-2 Registration Statement, filed on October 3, 2005, and incorporated herein by reference) |
|
|
|
10.6 |
|
Amendment No. 4 to Employment Agreement, dated September 29, 2005, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.33 to iVoice Technology, Inc.’s Form SB-2 Registration Statement, filed on October 3, 2005, and incorporated herein by reference) |
|
|
|
10.7 |
|
Amended Administrative Services Agreement, dated March 5, 2005, between iVoice, Inc. and iVoice Technology, Inc. (filed as Exhibit 10.1 to iVoice Technology, Inc.’s Form 8-K, filed on March 14, 2008, and incorporated herein by reference) |
|
|
|
10.8 |
|
Amendment No. 5 to Employment Agreement, dated September 26, 2006, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.1 on the Current Report on Form 8-K dated August 31, 2006, and incorporated herein by reference) |
|
|
|
10.9 |
|
Amendment No. 6 to Employment Agreement, dated November 22, 2006, between iVoice Technology, Inc. and Jerome Mahoney filed herein. |
|
|
|
10.10 |
|
Convertible Promissory Note, dated March 5, 2008, payable to iVoice Technology, Inc. (filed as Exhibit 10.2 to iVoice Technology, Inc.’s Form 8-K, filed on March 14, 2008, and incorporated herein by reference) |
|
|
|
10.11 |
|
Amendment No. 7 to Employment Agreement, dated March 9, 2009, between iVoice Technology, Inc. and Jerome Mahoney (filed as Exhibit 10.1 on the Current Report on Form 8-K dated March 6, 2009 and incorporated herein by reference) |
10.12 |
|
Agreement and Plan of Merger by and between iVoice Technology, Inc. and B Green Innovations, Inc. dated November 17, 2009 (filed with the Commission as Exhibit 3.1 on a Current Report on Form 8-K dated November 17, 2000 and incorporated herein by reference.) |
|
|
|
10.13 |
|
Termination of Administrative Services Agreement dated February 10, 2010 by and between B Green Innovations, Inc. and iVoice, Inc. (filed with the Commission as Exhibit 10.1 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.) |
|
|
|
10.14 |
|
Administrative Services Agreement dated March 1, 2010 by and between B Green Innovations, Inc. and iVoice, Inc., (filed with the Commission as Exhibit 10.2 on the Form 10-Q for the period ended March 31, 2010 and incorporated herein by reference.). |
|
|
|
14 |
|
Code of Ethics (filed as Exhibit 14 to iVoice Technology, Inc.’s Form 10-KSB for the year ended December 31, 2005, filed on April 4, 2006, and incorporated herein by reference) |
|
|
|
31.1* |
|
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 filed herein. |
|
|
|
32.1* |
|
Certification of Chief
Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 filed herein. |
|
|
|
______________________
* Attached herein
B
GREEN INNOVATIONS, INC.
FINANCIAL
STATEMENTS
DECEMBER
31, 2014 and 2013
B
GREEN INNOVATIONS, INC.
FINANCIAL
STATEMENTS
CONTENTS
FINANCIAL STATEMENTS |
Page |
|
|
Balance Sheets |
F-3 |
|
|
Statements of Operations |
F-4 |
|
|
Statements of Changes in Stockholders' Equity (Deficit) and Comprehensive Income |
F-5 |
|
|
Statements of Cash Flows
|
F-6 |
|
|
Notes to Financial Statements |
F-8 |
|
|
EXPLANATORY
NOTE
These
Financial Statements are part of the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and do not contain
audited financial statements audited by an independent registered public accounting firm for the fiscal year ended December 31,
2014.
B GREEN INNOVATONS, INC. |
BALANCE SHEETS |
|
|
DECEMBER 31, |
| |
2014 | |
2013 |
ASSETS | |
(Unaudited) | |
(Unaudited) |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 99,407 | | |
$ | 101,323 | |
Accounts receivable, net of allowance for doubtful accounts of $8,483 | |
| 6,172 | | |
| 18,314 | |
Inventories | |
| 313 | | |
| 4,532 | |
Prepaid expenses and other current assets | |
| 6,047 | | |
| 4,132 | |
| |
| | | |
| | |
Total current assets | |
| 111,939 | | |
| 128,301 | |
| |
| | | |
| | |
| |
| | | |
| | |
Property, plant and equipment, net | |
| — | | |
| — | |
Intangible assets | |
| 46,160 | | |
| 48,326 | |
| |
| | | |
| | |
Total assets | |
$ | 158,099 | | |
$ | 176,627 | |
| |
| | | |
| | |
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 225,669 | | |
$ | 363,861 | |
Due to related parties | |
| 571,701 | | |
| 994,489 | |
Promissory note payable | |
| — | | |
| 43,732 | |
Convertible promissory note payable | |
| 309,815 | | |
| 24,600 | |
| |
| | | |
| | |
Total current liabilities | |
| 1,107,185 | | |
| 1,426,682 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' equity (deficit): | |
| | | |
| | |
Series A 3% Preferred Stock | |
| 761,922 | | |
| 761,922 | |
Common stock: | |
| | | |
| | |
Class A Common Stock | |
| 2,138,118 | | |
| 1,583,228 | |
Class B Common Stock | |
| 1,344 | | |
| 460 | |
Class C Common Stock | |
| — | | |
| — | |
Class A Common Stock Subscription | |
| 43,179 | | |
| — | |
Additional paid-in capital | |
| 10,617,245 | | |
| 10,029,733 | |
Accumulated deficit | |
| (14,510,894 | ) | |
| (13,625,398 | ) |
| |
| | | |
| | |
Total stockholders' equity (deficit) | |
| (949,086 | ) | |
| (1,250,055 | ) |
| |
| | | |
| | |
Total liabilities and stockholders' equity (deficit) | |
$ | 158,099 | | |
$ | 176,627 | |
See
accompanying notes to the financial statements
B GREEN INNOVATIONS, INC.
STATEMENTS
OF OPERATIONS |
|
| |
For the
Years Ended |
| |
December
31, 2014 | |
December
31, 2013 |
| |
(Unaudited) | |
(Unaudited) |
| |
| |
|
Net sales | |
$ | 97,065 | | |
$ | 160,522 | |
Cost of sales | |
| 40,730 | | |
| 41,563 | |
| |
| | | |
| | |
Gross
profit | |
| 56,335 | | |
| 118,959 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Selling,
general and administrative expenses | |
| 456,885 | | |
| 423,445 | |
Impairment
of assets | |
| — | | |
| — | |
Total operating expenses | |
| 456,885 | | |
| 423,445 | |
| |
| | | |
| | |
Loss from operations | |
| (400,550 | ) | |
| (304,486 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Interest
income | |
| 45 | | |
| 191 | |
Amortization
of debt discount | |
| (9,375 | ) | |
| — | |
Interest
expense | |
| (51,041 | ) | |
| (64,134 | ) |
Gain
on reduction of liabilities | |
| — | | |
| 2,018 | |
Settlement
expense | |
| (424,575 | ) | |
| (128,452 | ) |
Total
other income (expense) | |
| (484,946 | ) | |
| (190,377 | ) |
| |
| | | |
| | |
Loss from operations
before income taxes | |
| (885,496 | ) | |
| (494,863 | ) |
| |
| | | |
| | |
Provision for income
taxes | |
| — | | |
| — | |
| |
| | | |
| | |
Net
loss | |
$ | (885,496 | ) | |
$ | (494,863 | ) |
| |
| | | |
| | |
Basic and
diluted loss per common share | |
$ | (0.03 | ) | |
$ | (2.96 | ) |
| |
| | | |
| | |
Weighted
average shares outstanding: Basic | |
| 26,634,090 | | |
| 167,044 | |
Diluted | |
| 26,634,090 | | |
| 26,634,090 | |
See
accompanying notes to the financial statements
B
GREEN INNOVATIONS, INC.
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) AND COMPREHENSIVE INCOME
FOR
THE YEARS ENDED DECEMBER 31, 2014 and 2013 (Unaudited)
|
Series
A
Preferred
Stock |
Common
Stock A |
Common
Stock B |
Additional
Paid-In
Capital |
Common
Stock A Equity Subscription |
Accumulated
Deficit |
Total
Stockholders’
Equity
(Deficit) |
|
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Balance
at January 1, 2013 |
762.152 |
$761,922 |
1,361,164,699 |
$1,327,107 |
46,014 |
$ 460 |
$
10,005,633 |
$ - |
$(13,130,535) |
$(1,035,413) |
Common
stock issued for services received |
- |
- |
180,000,000 |
18,000 |
- |
- |
- |
- |
- |
18,000 |
Common
stock issued for conversion of debt |
- |
- |
1,471,708,226 |
238,121 |
- |
- |
24,100 |
- |
- |
262,221 |
Net
loss for the year ended
December,
31, 2013 |
- |
- |
- |
- |
- |
- |
- |
- |
(494,863) |
(494,863) |
Balance
at December 31, 2013 |
762.152 |
$761,922 |
3,012,872,925 |
$1,583,228 |
46,014 |
$ 460 |
$
10,029,733 |
$ - |
$(13,625,398) |
$ (1,250,055) |
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for conversion of debt – pre reverse split |
- |
- |
971,300,000 |
483,890 |
- |
- |
- |
- |
- |
483,890 |
Effect
of 1:10,000 reverse stock split |
- |
- |
(3,983,750,530) |
- |
- |
- |
- |
- |
- |
- |
Common
stock issued for compensation |
- |
- |
100,000,000 |
10,000 |
- |
- |
- |
- |
- |
10,000 |
Common
stock issued for conversion of debt |
- |
- |
10,000,000 |
1,000 |
- |
- |
- |
- |
- |
1,000 |
Common
stock issued for conversion of debt |
- |
- |
- |
- |
148,396 |
1,484 |
146,912 |
- |
- |
148,396 |
Exchange
of Class B for Class A stock |
- |
- |
1,200,000 |
60,000 |
(60,000) |
(600) |
(59,400) |
- |
- |
- |
Other
comprehensive income |
- |
- |
- |
- |
- |
- |
- |
43,179 |
- |
43,179 |
Officer
debt forgiveness |
- |
- |
- |
- |
- |
- |
500,000 |
- |
- |
500,000 |
Net
loss for the year ended
December,
31, 2014 |
- |
- |
- |
- |
|
|
- |
- |
(885,496) |
(885,496) |
Balance
at December 31, 2014 |
762.152 |
$761,922 |
111,622,395 |
$2,138,118 |
134,410 |
$
1,344 |
$
10,617,245 |
$ 43,179 |
$(14,510,894) |
$ (949,086) |
See
accompanying notes to the financial statements
B
GREEN INNOVATIONS, INC. |
STATEMENTS
OF CASH FLOWS FOR THE YEARS ENDED |
|
DECEMBER
31, |
|
|
2014 |
|
2013 |
|
|
(Unaudited) |
|
(Unaudited) |
Cash flows from
operating activities: |
|
|
|
|
Net
loss |
$ |
(885,496) |
$ |
(494,863) |
Adjustments
to reconcile net income (loss) to net cash |
|
|
|
|
provided
by (used in) operating activities: |
|
|
|
|
Amortization
of intangibles |
|
2,166 |
|
9,733 |
Amortization
of debt discount |
|
9,375 |
|
- |
Issuance
of common stock for services |
|
- |
|
18,000 |
Issuance
of common stock for compensation |
|
10,000 |
|
- |
Beneficial
interest on conversion of debt |
|
- |
|
24,100 |
Settlement
expense on conversion of debt |
|
424,575 |
|
128,453 |
Gain
on extinguishment of debt |
|
- |
|
(2,018) |
|
|
|
|
|
Changes
in certain assets and liabilities: |
|
|
|
|
Decrease
in accounts receivable |
|
12,142 |
|
11,336 |
Decrease
(increase) in inventories |
|
4,219 |
|
(513) |
(Increase)
decrease in prepaid expenses and other assets |
|
(1,915) |
|
509 |
Increase
in accounts payable and accrued expenses |
|
84,647 |
|
13,760 |
Increase
in due to related parties |
|
225,608 |
|
228,587 |
Decrease
in deferred maintenance contracts |
|
- |
|
(500) |
Net
cash (used in) operating activities |
|
(114,679)
|
|
(63,416) |
|
|
|
|
|
Cash flows from
financing activities: |
|
|
|
|
Proceeds
from Equity subscriptions |
|
43,179 |
|
- |
Proceeds
from new debt |
|
69,584 |
|
24,600 |
Net
cash provided by (used in) financing activities |
|
112,763 |
|
24,600 |
|
|
|
|
|
Net (decrease)
in cash and cash equivalents |
|
(1,916) |
|
(38,816) |
Cash and cash
equivalents, beginning of year |
|
101,323 |
|
140,139 |
|
|
|
|
|
Cash and cash
equivalents, end of year |
$ |
99,407 |
$ |
101,323 |
|
|
|
|
|
Supplemental
Schedule of Cash Flow Information: |
|
|
|
|
During the year,
cash was paid for the following: |
|
|
|
|
Income
taxes |
$ |
- |
$ |
- |
Interest
|
$ |
- |
$ |
- |
See
accompanying notes to the financial statements
B
GREEN INNOVATIONS, INC.
STATEMENTS
OF CASH FLOWS (Continued)
Supplemental
Schedule of Non-Cash Investing and Financing Activities:
For
the Year Ended December 31, 2014:
| a) | The
Company converted an aggregate of $59,315 of promissory notes into approximately 97,130
(971,300,000 pre-reverse split) shares of Class A common stock. |
| b) | The
Company converted $1,000 of promissory notes into 10,000,000 shares of Class A common
stock. |
| c) | The
Company converted $148,396 of amounts due to an officer of the company into 148,396 shares
of Class B common stock. |
| d) | The
Company issued 1,200,000 shares of Class A common stock upon conversion of 60,000 shares
of Class B common stock. |
| e) | The
Company converted $200,788 of unpaid legal fees into Convertible Promissory Notes to
an unrelated party. |
| f) | The
Company was notified that the unpaid principal and accrued interest on the January 7,
2013 Promissory Notes was assigned to another unrelated party and concurrent with the
assignment, the Company consented to add conversion rights to the new owner. |
| g) | The
Company received a forgiveness of debt for amounts due to an officer of the Company in
the amount of $500,000. |
For
the Year Ended December 31, 2013:
| a) | The
Company converted $110,000 of unpaid legal fees into a Promissory Note to an unrelated
party. |
| b) | The
Company converted $109,668 of accounts payable into approximately 147,171 (1,471,708,226
pre-reverse split) shares of Class A common stock. |
See
accompanying notes to the financial statements
B
GREEN INNOVATIONS, INC,
NOTES
TO FINANCIAL STATEMENTS
DECEMBER
31, 2014 AND 2013
NOTE
1 – BACKGROUND
B
Green Innovations, Inc., a Matawan, New Jersey-based corporation, (OTC Bulletin Board: BGNN), formerly iVoice Technology, Inc.,
(“B Green Innovations” or the “Company”) was incorporated under the laws of New Jersey on November 10,
2004 as a wholly owned subsidiary of iVoice, Inc. (“iVoice”). In May 2008, the Company formed B Green Innovations,
Inc. (“B Green”), a wholly-owned subsidiary to commercialize its “green” technology platforms.
On
November 17, 2009, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), B Green Innovations, Inc.,
a wholly owned subsidiary of iVoice Technology, Inc., merged into iVoice Technology, Inc.
On
July 28, 2009, the Board of Directors and shareholders through written consent representing a majority of the total voting Class
A and Class B Common stock voted to change the name of the Company to B Green Innovations, Inc. On November 20, 2009,
the Company filed an Amendment to the Certificate of Incorporation with the State of New Jersey to officially change the name
of the Company.
On
September 9, 2014, pursuant to approval by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate
of Incorporation, dated September 4, 2014 was accepted by the State of New Jersey to 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.. The reverse split took effect on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily
changed to “BGNND”. The Amendment provided for the issuance of no fractional shares, but instead, all fractional shares
created by the reverse split were rounded up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A
Common Stock shares issued and 3,984,172,925 Class A Common Stock shares outstanding. Following the reverse split, there were
422,395 Class A Common Stock shares issued and outstanding. Additional shares were issued upon finalization of the roundup of
the fractional shares. Additionally, the number of authorized Class A Common Stock was deduced from ten billion (10,000,000,000)
no par value shares to five hundred million (500,000,000) no par value shares.
NOTE
2 - BUSINESS OPERATIONS
The
B Green Innovations, Inc. ("B Green"), "Go Green" mission from its inception, is to create a "Green"
company for the development of solutions to eliminate waste from the world's environment. B Green offers consumers a realistic
and necessary solution to the problem of waste around the world. We believe that to truly have an impact on the planet, one must
be committed to the environment and seek out environmentally-friendly products.
The
first technology was to create new products from recycled tire rubber. EcoPod® and VibeAway® address important environmental
concerns and problems facing the planet today. EcoPod® and VibeAway® are 100% recycled rubber-based products that can
be utilized as support pads under any units that vibrate and make noise, including washing machines, dryers, compressors, commercial
condensers, and many other units that advantageously benefit from sound and vibration control. In addition, we announced that
we had filed a new patent application for a process described as “Recycled Tire Pod with Appliance Recess Guide.”
Additionally,
the Company released its 100% Degradable / Biodegradable Compactor Bags. These bags include oxo-biodegradable additive using the
latest technology that supports the 3 R’s of Packaging Reduce, Reuse, Recycle and provides a fourth R, Remove. Independent
Scientific Testing show that plastics incorporated with an additive called Renatura™ will degrade and then fully biodegrade,
without leaving behind harmful residues in the soil.
These
oxo-biodegradable plastic products are scientifically proven to be non-toxic and are FDA compliant, meaning they are safe for
food packaging applications and have been awarded approved food film contact ‘no migration’ status. Regular plastic
bags can take up to 100 years to break down causing plastic pollution and harm to both domestic and wild life. Standard plastics
are filling our landfills and greatly impacting our planet. Plastics incorporating this additive in the presence of oxygen disappear
when exposed to UV light or thermal heat. Our product is designed to allow plastics to degrade like a leaf, slowly yielding CO2
(which through photosynthesis becomes oxygen), water, bio-waste, and mineral salts that condition the soil in the process.
In
2013, the Company started selling its Wrap-N-Save product through our website BGREENINNOVATIONS.COM. The Wrap-N-Save product is
a plastic film used for sealing paint trays, paint brushes, rollers and sprayer in-feed. Its versatile size allows it to fit any
size brush, roller or paint tray.
In
2014, the Company announced the addition of two new products available to our distributors and direct customers. The 1st product
is the Ice Pack Sack which is specifically designed to provide a simple, comfortable, and effective method for applying Hot and
Cold Therapy. Hot and Cold Therapy is recognized medical treatment for everyday minor injuries. It provides relief
from sprains, strains and common muscle pain. The 2nd product is the Sock Pocket Organizer which holds paired socks
in place through the washing-machine and dryer cycles. The Sock Pocket Organizer is a mesh bag that has 9 individual pockets with
zipper closures.
In
May 2014, the Company was engaged by two developing companies (the “Consultee”) to provide consulting services related
to management, organization, short and long term strategic planning, and advice and recommendations regarding corporate financing.
According to the Consulting Agreements, a) for services related to raising funds in the form of debt and/or equity the Company
will receive 5% of the gross proceeds plus 2% of the Consultee’s common stock; and b) for all other services provided the
Company will receive 1% of the sales of the company for 7 years from the product release/launch date plus 1% of the Consultee’s
common stock.
The
Company continues to evaluate additional products to its product line as well as expanding its distribution channels.
NOTE
3 - GOING CONCERN
The
accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplates continuation of the Company as a going concern.
As
of December 31, 2014, the Company had recurring net operating losses and negative cash flow from operations since inception and
recurring net losses. These matters raise substantial doubt about the Company’s ability to continue as a going concern.
Therefore, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheets is dependent
upon continued operations of the Company, which in turn, is dependent upon the Company’s ability to raise capital and/or
generate positive cash flow from operations.
Management
plans to increase the development, manufacture, and distribution of “green” products to generate a positive cash flow.
However, these plans are dependent upon obtaining additional capital. There can be no assurance that the Company will be able
to obtain the necessary capital, and achieve its growth objectives.
The
financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE
4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a)
Basis of Presentation
The
accompanying unaudited financial statements included herein have been prepared, without audit, in conformity with accounting principles
generally accepted in the United States of America for annual financial statements and with Form 10-K and article 8 of the Regulation
S-X of the United States Securities and Exchange Commission ("SEC").
b) Use of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
c)
Revenue Recognition
For
the “green” products revenues are recognized at the time of shipment to, or acceptance by customer, provided title
and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists.
Shipping
and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in
cost of sales.
The
Company estimates its warranty costs based on historical warranty claims experience. Management has determined that warranty costs
are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are
expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining
obligation based on the anticipated expenditures over the balance of the obligation period.
| e) | Research
and Development Costs |
Research
and development costs are charged to expense as incurred. The Company has not incurred any research and development costs for
the years ended December 31, 2014 and 2013.
Advertising
costs are expensed as incurred and included in selling expenses. For the years ended December 31, 2014 and 2013, the Company incurred
advertising expenses of $0 and $760, respectively.
| g) | Cash
and Cash Equivalents |
The
Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
There were no cash equivalents at December 31, 2014 and 2013. The Company maintains cash balances at a financial institution that
is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances
may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.
The
Company has evaluated its investment policies consistent with ASC 320-10-25, “Classification of Investment Securities”,
and determined that all of its investment securities are to be classified as available for sale securities. Available for sale
securities are carried at fair value, with the unrealized gains and losses reported in Stockholders' Equity (Deficit) under the
caption Accumulated Other Comprehensive Income.
| i) | Concentration
of Credit Risk |
Financial
instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable
and cash. As of December 31, 2014 the Company believes it has no significant risk related to its concentration within its accounts
receivable.
j)
Accounts Receivable
Accounts
receivable are non-interest bearing obligations due under normal trade terms. Senior management reviews accounts receivable on
a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends
are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined
to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect
a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company
believes its allowance for doubtful accounts as of December 31, 2014 and 2013 is adequate.
Property
and equipment is stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives
of the assets, generally five to seven years. Maintenance and repairs are charged to expense as incurred.
l)
Intangible Assets
Registration
and maintenance costs associated with the filing and registration of patents are prepaid and amortized over the remaining life
of the patent, not to exceed 20 years.
m)
Income Taxes
The
Company accounts for income taxes using the asset and liability method described in FASB ASC 740. Deferred tax assets arise from
a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in
future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and
c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change
is realized.
Deferred
tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities
and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The
measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely
than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the
realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to
tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined that the Company would
not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge
to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize
our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance
through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance
the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will
be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses
forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets.
The
Company adopted FASB ASC 740-10-50, Accounting for Uncertainty in Income Taxes. ASC 740-10-50 prescribes a recognition threshold
and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not
of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain
income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit
by the relevant taxing authority.
Despite
the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be
challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial
adjustment reached through negotiations or litigation.
Interest
and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31,
2014 and 2013 the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts
were accrued as of December 31, 2014 and 2013.
n)
Earnings (loss) per Share
FASB
ASC 260-10 requires the presentation of basic earnings per share ("basic EPS") and diluted earnings per share ("diluted
EPS").
The
Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted
average number of common shares outstanding during the period. Diluted income per common share is based on net income,
divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such
as outstanding stock options and beneficial conversion of related party accounts. The computation of diluted loss per share for
the years ending December 31, 2014 and December 31, 2013, do not assume conversion, exercise or contingent exercise of warrants,
and securities as they would have an anti-dilutive effect on the earnings resulting from the Company’s net loss position
in that period.
The
computation of EPS is as follows:
|
|
Year
Ended
December
31, 2014 |
|
Year
Ended
December
31, 2013
(restated) |
Basic
net income (loss) per share: |
|
|
|
|
Net
(loss) attributable to common stockholders |
$ |
(885,496) |
$ |
(494,863) |
Weighted-average
common shares outstanding |
|
26,634,090 |
|
167,044 |
Basic
net (loss) per share attributable to common
stockholders |
$ |
(0.03) |
$ |
(2.96) |
Diluted
net income (loss) per share: |
|
|
|
|
Net
(loss) attributable to common stockholders |
$ |
(885,496) |
$ |
(494,863) |
Weighted-average
common shares outstanding |
|
26,634,090 |
|
167,044 |
Incremental
shares attributable to: Series A Preferred Stock
and
Series B Common Stock |
|
- |
|
- |
Total
adjusted weighted-average shares |
|
26,634,090 |
|
167,044 |
Diluted
net (loss) per share attributable to common
stockholders |
$ |
(0.03) |
$ |
(2.96) |
As
of December 31, 2014, the Company had common stock equivalents of 11,981,421,877 due on beneficial conversion of related party
accounts and convertible debt. As of December 31, 2013, the Company had common stock equivalents of approximately 4,013,728 (40,137,278,750
pre-reverse split) due on beneficial conversion of related party accounts.
o)
Reclassifications/restatements
Certain
prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect
on the financial position, operations or cash flows for the year ended December 31, 2014.
As
the result of the reverse stock split on September 26, 2014, the shares of Class A Common Stock outstanding and the Loss Per Common
Share has been restated.
p) Fair
Value of Instruments
The
carrying amounts reported in the balance sheets as of December 31, 2014 and December 31, 2013 for cash and cash equivalents, marketable
securities, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable and accrued expenses
other current liabilities approximate the fair value because of the immediate or short-term maturity of these financial instruments.
The fair value of the debt approximates its carrying value at the stated discount rate of the debt to reflect recent market conditions.
q)
Impairment of Long-Lived Assets
The
Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less costs to sell. No impairment losses were recognized for the years ending December 31, 2014
and 2013.
r) Recent
Accounting Pronouncements
There
were various other updates recently issued, most of which represented technical corrections to the accounting literature or application
to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations
or cash flows.
NOTE
5 – NOTE RECEIVABLE – RELATED PARTY
The
Company had an administrative services agreement with iVoice, Inc. The Company provided iVoice, Inc. administrative and financial
services as well as providing office space. This agreement was terminated in December 2011. The terms of the agreement were as
follows:
a) Month-to-month
basis unless terminated by either party providing thirty (30) days advance notice to the non-terminating party. This agreement
can not be terminated until B Green has redeemed all of the B Green Series A 3% Preferred Stock that is held by the Company.
b) In
consideration of the services, iVoice, Inc. will pay B Green $15,000 per month.
c) B
Green shall receive payment by redeeming the number of B Green Series A 3% Preferred Stock shares held by iVoice using the formula
set below:
| | i.
calculate the number of iVoice Class A Common Stock shares by dividing (x) the dollar
value of the fees that B Green is to be paid by fifty percent (50%) of the lowest issue
price of iVoice Class A common Stock. |
| | ii. The
iVoice market value shall be equal to the number of iVoice Class A Common Stock shares
calculated above multiplied by the highest closing ask price of iVoice Class A Common
stock in the previous thirty (30) trading days prior to the date of the calculation. |
| | iii.
The number of B Green Series A 3% Preferred Stock shares to be redeemed hereunder shall
be calculated by dividing the iVoice Market value calculated above by the Series A Initial
Value, as defined in the B Green Certificate of Incorporation. |
On
January 5, 2011, the Company converted $66,104 of the principal amount and accrued interest of the iVoice Note Receivable, dated
April 30, 2010 for redemption of 1,057.664 shares of B Green Innovations Series A 3% Preferred Stock in accordance with the terms
of the Promissory Note. For the year ended December 31, 2011 the Company recorded income of $161,500 which is included in other
income in the accompanying statement of operations.
In
December 2011, iVoice paid the Company $127,956 in complete and full satisfaction of the Note Receivable and accrued interest
in the amount $158,868. The difference of $30,912 was forgiven by the Company, and charged to Additional Paid-In Capital in the
accompanying balance sheet at December 31, 2011.
NOTE
6 – PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment consist of the following:
| |
| December
31, 2014 | | |
| December
31, 2013 | |
Machinery
and equipment | |
$ | 40,569 | | |
$ | 40,569 | |
Less:
Accumulated depreciation | |
| (40,569 | ) | |
| (40,569 | ) |
| |
$ | — | | |
$ | — | |
Depreciation
expense was $0 and $7,568 for the years ended December 31, 2014 and 2013, respectively.
NOTE
7 – INTANGIBLE ASSETS
Intangible
assets consist of patents pending in the amounts of $46,160 and $48,326 for the years ended December 31, 2014 and 2013, respectively.
Amortization expense for the years ended December 31, 2014 and 2013 was $2,166 and $2,165, respectively. We assess the carrying
value of intangible assets for impairment annually.
NOTE
8 – NOTES PAYABLE
On
January 7, 2013, the Company executed a demand promissory note, with a value of $110,000, with an unrelated party to convert unpaid
legal fees to a promissory note. The note will bear interest at the rate of prime plus 1.0% per annum, with a default interest
rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts may
be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance. At various
time during 2013 and 2014, the Company was notified that the unpaid principal and accrued interest on this note was assigned to
other unrelated parties and concurrent with the assignments, the Company consented to add conversion rights to the new owner.
Under the terms of the Securities and Settlement Agreements, the new owners can convert amounts due into shares of Class A Common
Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split) per shares and the ownership
cannot exceed 9.99% at any time. As of December 31, 2014, the holder of the note has fully liquidated the principal balance and
accrued interest on this note through the assignments of the note to other unrelated parties.
On
May 15, 2013 the Company executed a demand convertible promissory notes, with a value of $110,788, with an unrelated party to
convert unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum,
with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually.
Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the
advance. Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can
be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed,
(ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal
and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class
A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment
of interest. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for
conversion of the repayment into shares of the Company. During 2014, the holder has assigned $3,948 of this note to other unrelated
parties. As of December 31, 2014, the principal balance on this note was $106,840 and accrued interest is $8,240.
On
August 14, 2013, the Company executed a demand convertible promissory note, with a value of $6,000, with unrelated party to secure
additional funding for the Company’s financing. The note will bear interest at the rate of prime plus 1.0% per annum, with
a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional
amounts, with an aggregate of $48,269 was advanced by the holder and added to the principal of the note and shall accrue interest
from the date of the advance. Under the terms of the promissory note, at the option of the note holder, prepayment of principal
and interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01,
for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x)
the sum of the principal and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this
Note, before any repayment of interest. The Board of Directors of the Company maintains control over the issuance of shares and
may decline the request for conversion of the repayment into shares of the Company. A subsequent amendment limits the conversion
to less than 9.9% of the issued and outstanding shares of common stock. As of December 31, 2014, the principal balance on the
note was $54,269 and accrued interest is $2,339.
On
October 1, 2013 the Company executed a demand convertible promissory notes, with a value of $90,000, with an unrelated party to
convert unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum,
with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually.
Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the
advance. Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can
be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed,
(ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal
and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class
A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment
of interest. The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for
conversion of the repayment into shares of the Company. As of December 31, 2014, the principal balance on this note was $90,000
and accrued interest is $4,779.
At
various times in 2013 and 2014, the Company consented to the assignments of the January 7, 2013 and the May 15, 2013 demand promissory
notes, with an aggregate value of $118,000, to other unrelated parties. Additional amounts of $14,915 were advanced to the Company
and added to the principal balance of the note. Pursuant to the terms of the various agreements, the new owners can convert amounts
due into shares of Class A Common Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split)
per shares and the ownership cannot exceed 9.99% at any time. During 2013 and 2014, the new owners converted $108,584 of this
debt into approximately 10,136,371 (1,363,708,226 pre-reverse split plus 10,000,000 post split) shares of Class A Common Stock.
As of December 31, 2014, the new owners still have an unpaid balance of $25,744, representing principal and accrued interest,
of this note.
On
April 1, 2014, the Company executed an Original Issue Discount Convertible Promissory Note with an unrelated party to secure additional
funding for the Company’s financing. The face amount of the note is $37,500 and the purchase price was $25,000. The debt
discount of $12,500 is being amortized monthly over the original term of the note. The note is due on March 28, 2015 and shall
accrue late fees of 22% per annum on all overdue unpaid principal. After the maturity date, the holder of the note can convert
amounts due for unpaid principal and accrued interest into shares of Class A Common Stock at a conversion price of $.00005 (subsequently
changed to $.50 per the reverse stock split) per share and their ownership cannot exceed 4.99% at any time. As of December 31,
2014, the principal balance on the note was $37,500 and unamortized debt discount was $3,125.
NOTE
9 - RELATED PARTY TRANSACTIONS
On
May 8, 2007, the Company executed a Security Agreement providing Jerome Mahoney, President and Chief Executive Officer of the
Company, with a security interest in all of the assets of the Company to secure a promissory note dated August 5, 2005 and all
future advances including, but not limited to, additional cash advances: deferred compensation, deferred expense reimbursement,
deferred commissions and income tax reimbursement for the recognition of income upon the sale of common stock for the purpose
of the holder advancing additional funds to the Company. This security interest expired in 2012, as the UCC Financing Amendment
was never filed to continue the security interest of the creditor for the additional period provided by applicable law.
The
Company entered into a five-year employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors,
effective August 1, 2004. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney, the
Company’s CEO, was extended to July 31, 2016. The Company will compensate Mr. Mahoney with a base salary of $85,000
for the first year with annual increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with the Company’s
former subsidiary B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the
rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Effective
January 1, 2010, this amount was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s employment
agreement was amended to increase the base salary to $195,000 effective July 1, 2010. All other terms of the Employment Agreement
shall remain in full force and effect. A portion of Mr. Mahoney’s compensation shall be deferred until such time that the
Board of Directors determines that the Company has sufficient financial resources to pay his compensation in cash. For the years
ended December 31, 2014 and 2013, Mr. Mahoney drew $12,000 and $8,000, respectively, of his salary and the remainder was accrued
to deferred compensation.
The
Board has the option to pay Mr. Mahoney’s compensation in the form of Class B Common Stock. Mr. Mahoney will also be entitled
to certain bonuses based on mergers and acquisitions completed by the Company. Pursuant to the terms of the Class B Common Stock,
a holder of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of shares of Class
A Common Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of the lowest price
for which the Company had ever issued its Class A Common Stock.
On
August 28, 2014, the Company converted $148,396 of deferred compensation into 148,396 shares of Class B Common Stock. On September
15, 2014, the Company received a forgiveness of debt in the amount of $500,000 from Mr. Mahoney. As of December 31, 2014 and 2013,
total deferred compensation due to Mr. Mahoney was $341,861 and $798,840, respectively. In addition, amounts due to Mr. Mahoney
for accrued interest is $229,840 as of December 31, 2014.
NOTE
10 - INCOME TAXES
The
tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities give rise
to a deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted
tax rate expected to be in effect when the differences reverse. Because of the current uncertainty of realizing the benefit of
the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization
of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income
during the carry forward period.
The
components of the Company’s deferred taxes at December 31, 2014 and 2013 are as follows:
| |
| 2014 | | |
| 2013 | |
Net operating
loss carry forwards | |
$ | 1,433,000 | | |
$ | 1,160,000 | |
Deferred
compensation | |
| 137,000 | | |
| 319,000 | |
Deferred tax asset | |
| 1,570,000 | | |
| 1,479,000 | |
Less:
valuation allowance | |
| (1,570,000 | ) | |
| (1,479,000 | ) |
Deferred
tax asset, net | |
$ | -0- | | |
$ | -0- | |
At
December 31, 2014 and 2013, the Company had a federal net operating loss carry forward in the approximate amounts of $3,600,000
and $2,900,000, respectively, available to offset future taxable income. The Company established valuation allowances equal to
the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.
NOTE
11 - CAPITAL STOCK
Pursuant
to the Company’s certificate of incorporation, as amended, the Company is authorized to issue 1,000,000 shares of Preferred
Stock, par value of $1.00 per share, 500,000,000 shares of Class A Common Stock, no par value per share, 50,000,000 shares of
Class B Common Stock, par value $0.01 per share, and 20,000,000 shares of Class C Common Stock, par value $0.01 per share. Below
is a description of the Company’s outstanding securities, including Preferred Stock, Class A Common Stock, Class B Common
Stock and Class C Common Stock.
a) Preferred
Stock
The
Company is authorized to issue 1,000,000 shares of Preferred Stock, par value $1.00 per share.
Of
the 1,000,000 shares of Preferred Stock, 10,000 shares are designated Series A 10% Preferred Stock, par value $1.00 per share,
with a stated value of $1,000 (the “Series A Preferred Stock”). The stated value is used for calculation of dividends
and liquidation preferences. On March 12, 2008, the Company sold 1,444.444 shares of Series A 10% Preferred Stock to iVoice, Inc.
for $1,444,444. With consent of the holders of the Series A Preferred Stock, on March 6, 2009, the Company amended
its Certificate of Incorporation and amended the rights of the Series A Preferred by: (i) eliminating all voting rights for the
Series A Preferred Stock and (ii) eliminating the conversion feature of the Series A Preferred Stock.
In February
2010, the Company filed with the State of New Jersey an Amendment to the Certificate of Incorporation that revised the rights
of the holders of the Company’s Series A 10% Convertible Preferred Stock. The revisions included:
| a. | The
preferred stock will be referred to in the Company’s Certificate of Incorporation
as: “Series A 3% Preferred Stock”. |
| b. | The
holders of the preferred stock will have a new dividend rate of 3%. |
| c. | The
holders of the Series A 3% Preferred Stock shall have no voting rights. |
| d. | Series
A 3% Preferred Stock is convertible, at the option of the holder with the consent of
the Corporation, at any time after the date of issuance of such share into such number
of fully paid and non-assessable shares of Common Stock as is determined by dividing
the Series A Initial Value, as may be adjusted from time to time, by the Conversion Price
applicable to such share. The "Conversion Price” per share shall be calculated
as the closing bid price of the Class A Common stock on the last trading day immediately
prior to the date that the Notice of Conversion is tendered to the Corporation, subject
to certain adjustments. |
| e. | The
holders of shares of Series A Preferred Stock shall be prohibited from converting shares
of Series A Preferred Stock, and the Corporation shall not honor any attempted conversion
of Series A Preferred Stock, if, and to the extent, the shares of Common Stock held by
such converting holder of Series A Preferred Stock following any attempted conversion
would exceed 9.99% of the outstanding shares of Common Stock of the Corporation after
giving effect to such conversion. |
On
February 10, 2010, iVoice, Inc. agreed to purchase 1,100 shares of the Company’s 3% Preferred Stock for $1,100,000 in cash.
On February 10, 2010, the Company issued 119 shares of Series A Preferred Stock in exchange for $112,058 Convertible Promissory
Note and accrued interest of $6,708 to iVoice, Inc.
On
January 5, 2011, the Company converted $66,104 of the principal amount and accrued interest of the iVoice Note Receivable, dated
April 30, 2010 for redemption of 1,057.664 shares of B Green Innovations Series A 3% Preferred Stock in accordance with the terms
of the Promissory Note.
In
February 2011 the Board of Directors authorized the Company to sell up 350 shares of the Series A 3% Preferred Stock.
On
January 9, 2012, Jerome Mahoney exchanged a note issued by iVoice, Inc. for the sum of $972,203 for a new note issued by American
Security Resources Corporation (“ASRC”), an unrelated party to the Company (the “ASRC Note”). Thereafter,
pursuant to a Preferred Stock Exchange Agreement by and among, Jerome Mahoney, ASRC and the Company, Mr. Mahoney returned the
ASRC Note to ASRC in exchange for the Company cancelling an equal value of the Company’s Series A 3% Preferred Stock (“Preferred
Stock”), or 972.2 shares, held by iVoice, Inc. and the issuance of an equal number of Preferred Stock shares to Mr. Mahoney.
On
November 13, 2012 the Company filed with the State of New Jersey an Amendment to the Certificate of Incorporation that revised
the rights of the holders of the Company’s Series A 3% Preferred Stock which provided additional conversions rights. The
holder may convert, with the consent of the Corporation their stock into (b) such amount of marketable securities held by the
Corporation equal in value to the Series A Initial Value, as may be adjusted from time to time, or (c) cash equal in value to
the Series A Initial Value, as may be adjusted from time to time. During the year ended December 31, 2012, the holder converted
843.624 shares of Series A 3% Preferred Stock for marketable securities at the Initial Value
of $843,624.”
As
of December 31, 2014 and 2013, 2663.444 shares were issued and 762.156 shares of Series A 3% Preferred Stock are outstanding.
As
of December 31, 2014 and 2013, the Company had dividends in arrears on the Series A Preferred Stock in the amounts of $478,914
and $455,739, respectively.
b) Class
A Common Stock
As
of December 31, 2014, there are 500,000,000 shares of Class A Common Stock authorized, no par value, and 111,622,395 shares were
issued and outstanding.
On
September 9, 2014, pursuant to approval by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate
of Incorporation, dated September 4, 2014 was accepted by the State of New Jersey to 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.. The reverse split took effect on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily
changed to “BGNND”. The Amendment provided for the issuance of no fractional shares, but instead, all fractional shares
created by the reverse split were rounded up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A
Common Stock shares issued and 3,984,172,925 Class A Common Stock shares outstanding. Additional shares may be issued upon finalization
of the roundup of the fractional shares. Following the reverse split, there were 422,395 Class A Common Stock shares outstanding.
Additionally, the number of authorized Class A Common Stock was deduced from ten billion (10,000,000,000) no par value shares
to five hundred million (500,000,000) no par value shares.
During
the year ended December 31, 2013 the Company issued; (a) 180,000,000 (approximately 18,000 post reverse split) shares of Class
A common stock with a fair value of $18,000 for services; and (b) 1,471,708,226 (approximately 147,171 post reverse split) shares
of Class A common stock with a fair value of $238,121 for conversion of debt valued at $109,668.
During
the year ended December 31, 2014 the Company issued; (a) 971,300,000 (approximately 97,130 post reverse split) shares of Class
A common stock with a fair value of $483,890 for conversion of debt valued of $59,315; (b) 100,000,000 shares of Class A common
stock, bearing a restrictive legend, for compensation with a stated value of $10,000; (c) 10,000,000 shares of Class A common
stock with a stated value of $1,000 for conversion of debt; and (d) 1,200,000 shares of Class A common stock with a stated value
of $60,000 upon conversion 60,000 shares of Class B common stock.
Each
holder of Class A Common Stock is entitled to receive ratably dividends, if any, as may be declared by the Board of Directors
out of funds legally available for payment of dividends. The Company has never paid any dividends on its common stock and does
not contemplate doing so in the foreseeable future. The Company anticipates that any earnings generated from operations will be
used to finance its growth objectives.
c) Class
B Common Stock
As
of December 31, 2014, there are 50,000,000 shares of Class B Common Stock authorized, par value of $.01 per share and 263,421
shares issued and 134,410 shares outstanding. Each holder of Class B Common Stock has voting rights equal to 100 shares of Class
A Common Stock. A holder of Class B Common Stock has the right to convert each share of Class B Common Stock into the number of
shares of Class A Common Stock determined by dividing the number of Class B Common Stock being converted by a 20% discount of
the lowest price that B Green Innovations, Inc. had ever issued its Class A Common Stock. Upon our liquidation, dissolution, or
winding-up, holders of Class B Common Stock will be entitled to receive distributions. On July 27, 2009, the Company amended its
Certificate of Incorporation as follows: a holder of Class B Common Stock has the right to convert each share of Class B Common
Stock into the number of shares of Class A Common Stock determined by dividing the number of Class B Common Stock being converted
by a 20% discount of the lowest price that B Green Innovations, Inc. had ever issued its Class A Common Stock. Each holder of
Class B common stock has voting rights equal to the number of Class A shares that would be issued upon the conversion of the Class
B shares, had all of the outstanding Class B shares been converted on the record date used for purposes of determining which shareholders
would vote. Previously, each holder of Class B Common Stock has voting rights equal to 100 shares of Class A Common Stock.
In February 2011, the Board of Directors authorized the Company to buyback up to 115,025 shares of Class B common stock at $1.00
per share. During the year ended December 31, 2012, the Company repurchased 39,237 shares of its Class B Common Stock at $1.00
per share which is the same price that it was purchased by the related party. During the year ended December 31, 2014, the Company
converted $148,396 of deferred compensation into 148,396 shares of Class B Common Stock and converted 60,000 shares of Class B
common stock into 1,200,000 shares of Class A common stock.
d) Class
C Common Stock
As
of December 31, 2014, there are 20,000,000 shares of Class C Common Stock authorized, par value $.01 per share. Each holder of
Class C Common Stock is entitled to 1,000 votes for each share held of record. Shares of Class C Common Stock are not convertible
into Class A Common Stock. Upon liquidation, dissolution or wind-up, the holders of Class C Common Stock are not entitled to receive
our net assets pro rata. As of December 31, 2014 and 2013, no shares were issued or outstanding.
NOTE
12 – EQUITY SUBSCRIPTIONS
Equity
Subscription Agreements
During
the year ended December 31, 2014, the Company executed several Equity Subscription Agreements with unrelated parties to provide
addition funding for the Company. Pursuant to the terms of the agreements, the Company is required to issue one share of Class
A common stock for each dollar invested by the purchasers and the shares will contain a restrictive legend until the shares can
be sold pursuant to Rule 144 without any restrictions. As of December 31, 2014, the Company has received subscriptions for 43,179
shares of Class A common stock.
NOTE
13 - STOCK OPTIONS
Stock
Option Plans
During
2005, the Company adopted the 2005 Stock Incentive Plan and the 2005 Directors’ and Officers’ Stock Incentive Plan
(“Plan”) in order to attract and retain qualified personnel. Under the Plan, the Board of Directors, in its discretion
may grant stock options (either incentive or non-qualified stock options) to officers, directors and employees. The Company did
not issue any stock options under the 2005 Stock Incentive Plan as of December 31, 2014.
NOTE
14 – SUBSEQUENT EVENT
As
of March 2, 2015, the Company has received additional Equity Subscriptions for 38,391 shares of Class A common stock and executed
an 8% Convertible Redeemable Note for $78,750 from unrelated parties.
On
March 16, 2015, the Company executed a $50,000 Convertible Promissory Note with an unrelated party to provide additional funding
for the Company’s operations.
On
March 16, 2015, the Company consented to the assignment of $55,394 of Conveertible Debt to another unrelated party. Pursuant to
the terms of the Assignment Agreement, the new holder can convert amounts due into shares of the Company’s Class A Common
Stock at 60% of the lowest trading price during the previous 20 trading days.
On
March 19, 2015, the Company issued 430,849 shares of the Company’s Class A Common Stock to an unrelated party for Conversion
of debt valued at $5,000.
Exhibit 31.1
B GREEN INNOVATIONS, INC
CERTIFICATION PURSUANT TO
18 U.S.C.
SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF
THE SARBANES-OXLEY ACT OF 2002 PURSUANT
TO
REGULATION SS.240.15D-14 AS PROMULGATED
BY
THE SECURITIES AND EXCHANGE COMMISSION
CEO AND
CFO CERTIFICATION
I, Jerome Mahoney, certify pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 pursuant to Regulation ss.240.15d-14 as promulgated by the
Securities and Exchange Commission, that:
1. I have
reviewed this annual report on Form 10-K of B Green Innovations, Inc.
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;
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 registrant as of, and for, the periods presented
in this report;
4. I am 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 and have:
a) Designed
such disclosure controls and procedures, or caused such control 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;
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 that has materially affected, or is reasonably likely to materially affect,
the small business issuer’s internal control over financial reporting; and
5. The Registrant'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:
March 30, 2015 |
By: |
/s/ Jerome Mahoney |
|
|
Jerome Mahoney |
|
|
President, Principal Executive Officer, Principal Financial
Officer |
|
|
|
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
I, Jerome
Mahoney, hereby certify, pursuant to and solely for the purpose of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
1. The
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and;
2. The
information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date:
March 30, 2015 |
By: |
/s/ Jerome Mahoney |
|
|
Jerome Mahoney |
|
|
President, Principal Executive Officer and Principal Financial
Officer |
|
|
|