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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549





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FORM 10-Q





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☑QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended March 31, 2013



☐TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Commission
File No. 333-120490



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



Indicateby
checkmark 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☐No☑



Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Act).  Yes☐No☑



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☐No☑



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☐                                                                 | Accelerated
    filer☐        
|-------------------------------------------------------------------------------------------- | ------------------------------
|Non-accelerated
        filer☐
        (Do
        not check if a smaller reporting company) | Smaller
    reporting company☑





Indicate
the number of shares outstanding of the issuer's common stock, as of the latest practical date: 3,147,872,925 shares of Class
A Common stock, no par value per share, and 46,014 shares of Class B common, par value of $.01 per share, as of March 30, 2014.











B
GREEN INNOVATIONS, INC

TABLE
OF CONTENTS



|                                   |                                                                                          | Page
|---------------------------------- | ---------------------------------------------------------------------------------------- | ----
|Part I –
    Financial Information |                                                                                         
|                                   |                                                                                          |     
|Item 1.                            | Condensed Financial Statements
    (Unaudited):                                          |     
|                                   |                                                                                          |     
|                                   | Condensed Balance Sheets
    – March 31, 2013 and December 31, 2012                      | 2   
|                                   |                                                                                          |     
|                                   | Condensed Statements of
    Operation - Three Months Ended March 31, 2013 and 2012       | 3   
|                                   |                                                                                          |     
|                                   | Condensed Statements of
    Cash Flows – Three Months Ended March 31, 2013 and 2012      | 4   
|                                   |                                                                                          |     
|                                   | Notes to Condensed Financial
    Statements                                              | 6   
|                                   |                                                                                          |     
|Item 2.                            | Management’s Discussion
    and Analysis of Financial Condition and Result of Operations | 14  
|                                   |                                                                                          |     
|Item 3.                            | Quantitative and Qualitative
    Disclosures About Market Risk                           | 16  
|                                   |                                                                                          |     
|Item 4.                            | Controls and Procedures                                                                  | 16  
|                                   |                                                                                          |     
|Part II –
    Other Information    |                                                                                         
|                                   |                                                                                          |     
|Item
    1.                        | Legal Proceedings                                                                        | 16  
|                                   |                                                                                          |     
|Item
    2.                        | Unregistered Sales of Equity
    Securities and Use of Proceeds                          | 16  
|                                   |                                                                                          |     
|Item 3.                            | Defaults Upon Senior Securities                                                          | 16  
|                                   |                                                                                          |     
|Item
    4.                        | Mine Safety Disclosures                                                                  | 17  
|                                   |                                                                                          |     
|Item 6.                            | Exhibits                                                                                 | 17  
|                                   |                                                                                          |     
|                                   | Signatures                                                                               | 18  
|                                   |                                                                                          |     
|                                   | Index of Exhibits                                                                        | 19  
|                                   |                                                                                          |     



EXPLANATORY
NOTE

These
Financial Statements are part of the Quarterly Report on Form 10-Q for the three months ended March 31, 2013 and do not contain
financial statements reviewed or audited by an independent registered public accounting firm for the three months ended March
31, 2013 or the fiscal year ended December 31, 2012.



1




PART
I - FINANCIAL INFORMATION



Item
1.  Condensed Financial Statements



B
GREEN INNOVATIONS, INC.

CONDENSED
BALANCE SHEETS

(Unaudited)



|ASSETS                                                   |  | March 31, |             | December 31,
|-------------------------------------------------------- |  | --------- | ----------- | ------------
|                                                         |  | 2013      |             | 2012        
|Current assets:                                          |  |           |             |             
|Cash and cash equivalents                                |  | $         | 140,833     |             
|Accounts receivable                                      |  |           | 14,627      |             
|Inventories                                              |  |           | 5,861       |             
|Prepaid expenses
    and other current assets            |  |           | 3,235       |             
|Total current assets                                     |  |           | 164,556     |             
|                                                         |  |           |             |             
|Property, plant and equipment, net                       |  |           | 6,937       |             
|Intangible assets,
    net of accumulated amortization   |  |           | 49,950      |             
|                                                         |  |           |             |             
|Total assets                                             |  | $         | 221,443     |             
|                                                         |  |           |             |             
|LIABILITIES AND STOCKHOLDERS’
    EQUITY (DEFICIT)       |  |           |             |             
|                                                         |  |           |             |             
|Current liabilities:                                     |  |           |             |             
|Accounts payable and accrued expenses                    |  | $         | 372,517     |             
|Due to related
    party                                 |  |           | 855,119     |             
|Promissory note
    payable                              |  |           | 110,000     |             
|Deferred
    maintenance contracts                       |  |           | —           |             
|Total current
    liabilities                            |  |           | 1,337,636   |             
|                                                         |  |           |             |             
|Stockholders' equity (deficit):                          |  |           |             |             
|Series A 3% Preferred Stock                              |  |           | 761,922     |             
|Common stock:                                            |  |           |             |             
|Class A Common Stock                                     |  |           | 1.327.107   |             
|Class B Common Stock                                     |  |           | 460         |             
|Class C Common Stock                                     |  |           | —           |             
|Additional paid-in capital                               |  |           | 10,005,633  |             
|Accumulated deficit                                      |  |           | (13,211,315 | )           
|Total stockholders'
    equity (deficit)                 |  |           | (1,116,193  | )           
|Total liabilities
    and stockholders' equity (deficit) |  | $         | 221,443     |             



See
accompanying notes to condensed financial statements.



2




B
GREEN INNOVATIONS, INC.

CONDENSED
STATEMENTS OF OPERATIONS

(Unaudited)



|                                                       |  | Three Months Ended
|------------------------------------------------------ |  | ------------------
|                                                       |  | March 31, 2013    
|                                                       |  |                   
|Net sales                                              |  | $                 
|                                                       |  |                   
|Cost of sales                                          |  |                   
|                                                       |  |                   
|Gross profit                                           |  |                   
|                                                       |  |                   
|Operating expenses:                                    |  |                   
|General and administrative expenses                    |  |                   
|Impairment of assets                                   |  |                   
|                                                       |  |                   
|Total operating expenses                               |  |                   
|                                                       |  |                   
|Loss
    from operations                               |  |                   
|                                                       |  |                   
|Other income (expense):                                |  |                   
|Interest                                               |  |                   
|Dividend income                                        |  |                   
|Interest expense                                       |  |                   
|Gain from reduction
    of liability                   |  |                   
|                                                       |  |                   
|Total other income (expense)                           |  |                   
|                                                       |  |                   
|Loss from operations before provision for income taxes |  |                   
|                                                       |  |                   
|Provision for income
    taxes                         |  |                   
|Net loss                                               |  | $                 
|                                                       |  |                   
|Basic and diluted
    loss per common share            |  | $                 
|                                                       |  |                   
|Weighted average shares outstanding                    |  |                   
|Basic and diluted                                      |  |                   



See
accompanying notes to condensed financial statements



3




B
GREEN INNOVATIONS, INC.

CONDENSED
STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                 |  | Three
    Months Ended
|------------------------------------------------------------------------------------------------ |  | ----------------------
|                                                                                                 |  | March
    31, 2013    
|Cash flows from operating activities:                                                            |  |                       
|Net loss                                                                                         |  | $                     
|Adjustments to reconcile net loss to net    cash
    provided by (used in) operating activities: |  |                       
|Depreciation and amortization                                                                    |  |                       
|Gain on extinguishment
    of liability                                                          |  |                       
|Issuance of common
    stock in lieu of compensation                                             |  |                       
|                                                                                                 |  |                       
|Changes in assets and liabilities:                                                               |  |                       
|Decrease in accounts receivable                                                                  |  |                       
|(Increase) decrease in inventories                                                               |  |                       
|(Increase) decrease in prepaid
    expenses                                                      |  |                       
|Increase in accounts payable and
    accrued liabilities                                         |  |                       
|Increase in amounts due to related
    parties                                                   |  |                       
|(Decrease)
    in deferred maintenance contracts                                                 |  |                       
|Net cash provided by operating
    activities                                                    |  |                       
|                                                                                                 |  |                       
|Cash flows from financing activities:                                                            |  |                       
|Repurchase
    of Class B Common Stock                                                           |  |                       
|Net cash (used in) financing
    activities                                                      |  |                       
|                                                                                                 |  |                       
|Net increase (decrease) in cash and cash equivalents                                             |  |                       
|Cash and cash equivalents at
    beginning of period                                             |  |                       
|Cash and cash equivalents
    at end of period                                                   |  | $                     
|                                                                                                 |  |                       
|                                                                                                 |  |                       
|During the period, cash was paid for the following:                                              |  |                       
|Taxes paid                                                                                       |  | $                     
|Interest
    paid                                                                                |  | $                     



See
accompanying notes to condensed financial statements.



4




B
GREEN INNOVATIONS, INC.

CONDENSED
STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)



Supplemental
Schedule of Non-Cash Financing Activities:



For
the Three Months Ended March 31, 2013:



a)  	The
Company converted $110,000 of unpaid legal fees into a Promissory Note to an unrelated party.



For
the Three Months Ended March 31, 2012:



a)  	The
Company issued 25,000,000 shares of Class A Common stock to an individual in lieu of compensation with a fair market value of
$22,500.





See
accompanying notes to condensed financial statements.



5




B
GREEN INNOVATIONS, INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

March
31, 2013 and 2012



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.



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 VibeAwayTM address important environmental
concerns and problems facing the planet today. EcoPod and VibeAwayTM 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.”



The
Company also sells 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 RenaturaTM 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.



The
Company continues to evaluate additional products to its product line as well as expanding its distribution channels.



Note
3                     
Going Concern



The
accompanying condensed 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.



6




As
of March 31, 2013, the Company had a net operating loss and negative working capital.  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 condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes
are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested
that these condensed financial statements be read in conjunction with the December 31, 2012 financial statements and the accompanying
notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable,
the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished
by the Company later in the year. These results are not necessarily indicative of the results to be expected for the full year.



These
condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion
of management, are necessary to present fairly the operations and cash flows for the periods presented.



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 goods sold.



d)    Product
Warranties



The
Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. 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.

7




e)    Research
and Development Costs



Research
and development costs are charged to expense when incurred. The Company has not incurred any research and development costs for
the three months ended March 31, 2013 and 2012.



f)    Advertising
Costs



Advertising
costs are expensed as incurred and are included in selling expenses. For the three months ended March 31, 2013 the Company incurred
$491 as compared to $943 for the three months ended March 31, 2012.



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 March 31, 2013 and December 31, 2012. The Company maintains cash balances at financial institutions
that are 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.



h)    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 March 31, 2013 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 March 31, 2013 and December 31, 2012 is adequate.



j)    Property
and Equipment



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.



k)  
 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. Costs associated with such patents are not approved or abandoned.



l)    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.



8




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 three months
ended March 31, 2013 and 2012, the Company did not incur any expense related to interest or penalties for income tax matters,
and no such amounts were accrued as of March 31, 2013 and December 31, 2012.



m)    Fair
Value of Financial Instruments



The
carrying amounts reported in the balance sheets as of March 31, 2013 and December 31, 2012 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.



n)    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 three months ended March 31,
2013 and 2012.



o)
   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.

9




Note
5                      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 three months ended March 31, 2013 and 2012 does 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.





|                                                                    |  | Three
    Months Ended |               | Three
    Months Ended
|------------------------------------------------------------------- |  | ---------------------- | ------------- | ----------------------
|                                                                    |  | March
    31, 2013     |               | March
    31, 2012    
|Basic net loss per share:                                           |  |                        |               |                       
|Net loss attributable to
    common stockholders                    |  | $                      | (80,780       | )                     
|Weighted-average common shares outstanding                          |  |                        | 1,361,164,699 |                       
|Basic net loss per share                                            |  | $                      | (0.00         | )                     
|Diluted net loss per share:                                         |  |                        |               |                       
|Net loss attributable to common stockholders                        |  | $                      | (80,780       | )                     
|Weighted-average common shares outstanding                          |  |                        | 1,361,164,699 |                       
|Incremental shares attributable to the common
    stock equivalents |  |                        | —             |                       
|Total adjusted weighted-average shares                              |  |                        | 1,361,164,699 |                       
|Diluted net loss per share                                          |  | $                      | (0.00         | )                     



Note
6                      Intangible
Assets



Intangible
assets consist of patents pending in the amount of $49,950 and $50,491 for the periods ended March 31, 2013 and December 31, 2012.
The Company recorded amortization expense of $541 for the three months ended March 31, 2013 as compared to $541 for the same periods
in the prior fiscal year. There was no impairment expense for the three months ended March 31, 2013 and 2012.



Note
7                      Promissory
Notes Payable

On
January 7, 2013, the Company executed a demand promissory note 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 (4.25% at March 31, 2013), 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.



Note
8                     
Related Party Transactions



The
Company has assumed an outstanding promissory demand note in the amount of $190,000 payable to Jerry Mahoney, Chief Executive
Officer and Chairman of the Board of B Green Innovations, Inc.  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 March 31, 2013) 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.



10




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 the year ended December 31, 2012, the Company issued 64,850,490 shares of Class
A Common Stock as repayment of the outstanding loan and a portion of the deferred compensation. As of December 31, 2012 the outstanding
balances was $0.



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.



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 three
months ended March 31, 2013, Mr. Mahoney drew $1,500 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. As of March 31, 2013 and December 31, 2012, total deferred compensation
due to Mr. Mahoney was $687,514 and $639,188 respectively.



Note
9                      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.



Note
10                     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, 10,000,000,000 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.

11




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 1,444.44 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 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
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 March 31, 2013 and December 31, 2012, 2663.444 shares were issued and 762.156 shares of Series A 3% Preferred Stock are outstanding.

As
of March 31, 2013 and December 31, 2012 dividends in arrears amounted to $438,278 and $432,564, respectively.



12




b)
   Class A Common Stock



As
of March 31, 2013, there are 10,000,000,000 shares of Class A Common Stock authorized, no par value, and 1,487,234,182 shares
were issued, and 1,361,164,699 shares were outstanding, and 126,069,483 shares that are being held in escrow pending resolution
of funding issues.



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.



During
the three months ended March 31, 2012, the Company issued the following shares of Class A Common stock:



1.	25,000,000
shares of Class A Common stock to an employee in lieu of compensation with a fair market value of $22,500.



c)
   Class B Common Stock



As
of March 31, 2013, there are 50,000,000 shares of Class B Common Stock authorized, par value of $.01 per share, 115,025 shares
issued and 46,014 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 three months ended March 31, 2012, the Company repurchased 16,237 shares of its Class B Common Stock at $1.00 per share which
is the same price that it was purchased from Jerry Mahoney, a related party.



d)
   Class C Common Stock



As
of March 31, 2013, 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 March 31, 2013, no shares were issued or outstanding.



Note
11                    Stock
Options



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 has not issued any stock options as of March 31, 2013.



Note
12                      Subsequent
Events



In
the fourth quarters of 2013, the Company issued an aggregate of 180,000,000 shares of common stock, valued at $18,000, for services
received.



In
the third and fourth quarters of 2013, the Company issued an aggregate of 1,471,708,226 shares of common stock, valued at $238,121,
for conversion of debt.



On
January 7, 2014, the Company issued 135,000,000 shares of common stock, valued at $27,000, for conversion of debt.

13




Item
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF  OPERATIONS



Forward
Looking Statements



A
number of the statements made by the Company in this report may be regarded as “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995.



Forward-looking
statements include, among others, statements concerning the Company’s outlook, pricing trends and forces within the industry,
the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals
of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar
expressions concerning matters that are not historical facts.



All
predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially.  Among
the factors that could cause a difference are:  changes in the general economy; changes in demand for the Company’s
products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological
change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in
plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. For a discussion of
material risks and uncertainties that the Company faces, see the discussion in the Form 10−K for the fiscal year ended December
31, 2012 entitled “Risk Factors”.



Results
of Operations



Total
sales decreased $65,268 (60.0%) for the three months ended March 31, 2013 to $43,467 as compared to $108,735 for the same period
in the prior year. This decrease is primarily due to the reduced demand for our “green” products. The Company continues
to evaluate additional products to its product line as well as expanding its distribution channels.



Gross
profit decreased $50,831 (59.7%) for the three months ended March 31, 2013 to $34,341 as compared to $85,172 for the same period
in the prior year primarily as a result the decreased volume of the “green” products. Gross profit for the three months
ended March 31, 2013 was 79.0% compared to 78.3% for the three months ended March 31, 2012.



Total
selling, general and administrative expenses decreased $77,802 (42.3%) for the three months ended March 31, 2013 to $106,143 as
compared to $183,945 for the same periods in the prior year. For the three months ended March 31, 2013, the decrease is primarily
a result of lower professional fees, lower selling expenses and lower rent to reflect managements efforts to manage expenses on
the lower sales.



For
the three months ended March 31, 2013, the Company had losses from operations of $71,802 as compared to losses from operations
of $98,773 for the three months ended March 31, 2012 as a result of the factors discussed above.



Total
other expense was $8,978 for the three months ended March 31, 2013 as compared to other income of $83,264 for the three months
ended March 31, 2012. The unfavorable change from the prior year was the result of the non-recurrance of several one time gains
realized in the prior period and higher interest expenses



The
net loss for the three months ended March 31, 2013 was $80,780 as compared to a net loss of $15,509 for the three months ended
March 31, 2012.  The changes were the result of the factors discussed above.



Liquidity
and Capital Resources



To
date, the Company has incurred substantial operating 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.



14




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 three months ended March 31, 2013, the Company had a net increase in cash of $694.  The Company’s principal
sources and uses of funds were as follows:



Cash
provided by operating activities. The Company provided $694 in cash from operating activities for the three months ended March
31, 2013 as compared to $1,085 in the prior year as Management continues to carefully manage the cash account while facing lower
billable sales.



Cash
(used in) investing activities.  The Company had no investing activities for the three months March 31, 2013 or
2012.



Cash
(used in) financing activities. The Company had no financing activities for the three months ended March 31, 2013. The Company
used $16,237 in financing activities for the three months ended March 31, 2012 to repurchase 16,237 shares of the Company’s
Class B common stock.



There
was no significant impact on the Company’s operations as a result of inflation for the three months ended March 31, 2013.



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 policy on revenue recognition, related to what we believe is the most critical to our business
operations and is discussed throughout Management’s Discussion and Analysis of Financial Condition or Plan of Operation
where such policy affects 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.



Off
Balance Sheet Arrangements



During
the three months ended March 31, 2013, the Company 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, the Company has not guaranteed any obligations of unconsolidated entities nor
do they have any commitment or intent to provide additional funding to any such entities.



15




Item
3.  Quantitative and Qualitative Disclosures About Market Risk.



We
do not hold any derivative instruments and do not engage in any hedging activities.



Item
4.  Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



Management
of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company,
the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated
by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer of the Company had concluded that the Company's disclosure controls and procedures as of the period
covered by this Quarterly Report on Form 10-Q were not effective for the following reasons:



a)           The
Company has limited segregation of duties amongst its 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.



b)           The
Company's has a limited number of external board members. This deficiency may give the impression to the investors that the board
is not independent from management. Management and the Board of Directors are required to apply their judgment in evaluating the
cost-benefit relationship of possible changes in the organization of the Board of Directors.



Changes
in internal control over financial reporting.



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 that occurred during the period covered by this Quarterly Report on Form 10-Q and determined
that there was no change in the Company’s internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.



PART
II - OTHER INFORMATION



Item
1.  Legal Proceedings



We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operations.  There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company,
threatened against or affecting our company, our common stock.



Item
2.  Unregistered Sales of Equity Securities and Use of Proceeds.



There
were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2013.



Item
3.  Defaults Upon Senior Securities.



Not
applicable.

16




Item
4.  Mine Safety Disclosures.



Not
applicable.



Item
6.  Exhibits



|31.1 | Certification
                           required under Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | ------------------------------------------------------------------------------------------------------
|32.1 | Certification
        required under Section 906 of the Sarbanes-Oxley Act of 2002.                   



17




SIGNATURES



In
accordance with the requirements of the Exchange Act, the Registrant caused this report on Form 10-Q to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                     | B GREEN INNOVATIONS,
    INC.
|-------------------- | -----------------------------
|                     |                              
|Date: April 29, 2014 | By:                          
|                     |                              
|                     |                              







18




INDEX
OF EXHIBITS



|31.1 | Certification
        required under Section 302 of the Sarbanes-Oxley Act of 2002.
|---- | -----------------------------------------------------------------------------------
|32.1 | Certification
        required under Section 906 of the Sarbanes-Oxley Act of 2002.





19