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



For the
quarterly period ended June 30, 2013



oTRANSITION
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. YesoNox



Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act).  YesoNox



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).  YesoNox



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 filero                                                                     | Accelerated filero        
|-------------------------------------------------------------------------------------------- | --------------------------
|Non-accelerated
        filero
        (Do not check if a smaller reporting
        company) | Smaller reporting companyx



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.



1




B GREEN
INNOVATIONS, INC

TABLE
OF CONTENTS



|                                   |                                                                                           | Page
|---------------------------------- | ----------------------------------------------------------------------------------------- | ----
|Part I –
    Financial Information |                                                                                          
|                                   |                                                                                           |     
|Item 1.                            | Condensed Financial Statements
    (Unaudited):                                           |     
|                                   |                                                                                           |     
|                                   | Condensed Balance Sheets
    – June 30, 2013 and December 31, 2012                        | 3   
|                                   |                                                                                           |     
|                                   | Condensed Statements of
    Operation – Six and Three months Ended June 30, 2013 and 2012 | 4   
|                                   |                                                                                           |     
|                                   | Condensed Statements of
    Cash Flows – Six months Ended June 30, 2013 and 2012          | 5   
|                                   |                                                                                           |     
|                                   | Notes to Condensed Financial
    Statements                                               | 7   
|                                   |                                                                                           |     
|Item 2.                            | Management’s Discussion
    and Analysis of Financial Condition and Result of Operations  | 16  
|                                   |                                                                                           |     
|Item 3.                            | Quantitative and Qualitative
    Disclosures About Market Risk                            | 18  
|                                   |                                                                                           |     
|Item 4.                            | Controls and Procedures                                                                   | 18  
|                                   |                                                                                           |     
|Part II –
    Other Information    |                                                                                          
|                                   |                                                                                           |     
|Item
    1.                        | Legal Proceedings                                                                         | 18  
|                                   |                                                                                           |     
|Item
    2.                        | Unregistered Sales of Equity
    Securities and Use of Proceeds                           | 18  
|                                   |                                                                                           |     
|Item 3.                            | Defaults Upon Senior Securities                                                           | 18  
|                                   |                                                                                           |     
|Item
    4.                        | Mine Safety Disclosures                                                                   | 19  
|                                   |                                                                                           |     
|Item 6.                            | Exhibits                                                                                  | 19  
|                                   |                                                                                           |     
|                                   | Signatures                                                                                | 20  
|                                   |                                                                                           |     
|                                   | Index of Exhibits                                                                         | 21  
|                                   |                                                                                           |     



EXPLANATORY
NOTE

These
Financial Statements are part of the Quarterly Report on Form 10-Q for the six months ended June 30, 2013 and do not contain
financial statements reviewed or audited by an independent registered public accounting firm for the six months ended June 30,
2013 or the fiscal year ended December 31, 2012.



2




PART I - FINANCIAL INFORMATION



Item 1.  Condensed Financial Statements



B GREEN INNOVATIONS, INC.

CONDENSED BALANCE SHEETS

(Unaudited)



|ASSETS                                               |  | June 30, |             | December 31,
|---------------------------------------------------- |  | -------- | ----------- | ------------
|                                                     |  | 2013     |             | 2012        
|Current assets:                                      |  |          |             |             
|Cash and cash equivalents                            |  | $        | 128,565     |             
|Accounts receivable                                  |  |          | 7,360       |             
|Inventories                                          |  |          | 13,096      |             
|Prepaid expenses and other current assets            |  |          | 3,359       |             
|Total current assets                                 |  |          | 152,380     |             
|                                                     |  |          |             |             
|Property, plant and equipment, net                   |  |          | 6,306       |             
|Intangible assets, net of accumulated amortization   |  |          | 49,409      |             
|                                                     |  |          |             |             
|Total assets                                         |  | $        | 208,095     |             
|                                                     |  |          |             |             
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)       |  |          |             |             
|                                                     |  |          |             |             
|Current liabilities:                                 |  |          |             |             
|Accounts payable and accrued expenses                |  | $        | 385,360     |             
|Due to related party                                 |  |          | 912,158     |             
|Promissory note payable                              |  |          | 110,000     |             
|Deferred maintenance contracts                       |  |          | —           |             
|Total current liabilities                            |  |          | 1,407,518   |             
|                                                     |  |          |             |             
|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                                  |  |          | (13,294,545 | )           
|Total stockholders' equity (deficit)                 |  |          | (1,199,423  | )           
|Total liabilities and stockholders' equity (deficit) |  | $        | 208,095     |             



See accompanying notes to condensed financial
statements.



3




B GREEN INNOVATIONS,
INC.

CONDENSED STATEMENTS
OF OPERATIONS

(Unaudited)



|                                                       |  | Six months Ended |               | Three months Ended
|------------------------------------------------------ |  | ---------------- | ------------- | ------------------
|                                                       |  | June 30, 2013    |               | June 30, 2012     
|                                                       |  |                  |               |                   
|Net sales                                              |  | $                | 84,324        |                   
|                                                       |  |                  |               |                   
|Cost of sales                                          |  |                  | 21,245        |                   
|                                                       |  |                  |               |                   
|Gross profit                                           |  |                  | 63,079        |                   
|                                                       |  |                  |               |                   
|Operating expenses:                                    |  |                  |               |                   
|General and administrative expenses                    |  |                  | 208,292       |                   
|Impairment of assets                                   |  |                  | —             |                   
|                                                       |  |                  |               |                   
|Total operating expenses                               |  |                  | 208,292       |                   
|                                                       |  |                  |               |                   
|Loss from operations                                   |  |                  | (145,213      | )                 
|                                                       |  |                  |               |                   
|Other income (expense):                                |  |                  |               |                   
|Interest                                               |  |                  | 135           |                   
|Dividend income                                        |  |                  | —             |                   
|Interest expense                                       |  |                  | (18,932       | )                 
|Loss on sale of securities                             |  |                  | —             |                   
|Gain from reduction of liability                       |  |                  | —             |                   
|                                                       |  |                  |               |                   
|Total other income (expense)                           |  |                  | (18,797       | )                 
|                                                       |  |                  |               |                   
|Loss from operations before provision for income taxes |  |                  | (164,010      | )                 
|                                                       |  |                  |               |                   
|Provision for income taxes                             |  |                  | —             |                   
|Net loss                                               |  | $                | (164,010      | )                 
|                                                       |  |                  |               |                   
|Basic and diluted loss per common share                |  | $                | (0.00         | )                 
|                                                       |  |                  |               |                   
|Weighted average shares outstanding                    |  |                  |               |                   
|Basic and diluted                                      |  |                  | 1,361,164,699 |                   



See accompanying notes to condensed financial
statements



4




B GREEN INNOVATIONS,
INC.

CONDENSED STATEMENTS
OF CASH FLOWS

(Unaudited)



|                                                                                             |  | Six months Ended
|-------------------------------------------------------------------------------------------- |  | ----------------
|                                                                                             |  | June 30, 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                                                          |  |                 
|Beneficial interest                                                                          |  |                 
|Issuance of common stock in lieu of compensation                                             |  |                 
|Issuance of common stock for services                                                        |  |                 
|Loss of sale of marketable securities                                                        |  |                 
|                                                                                             |  |                 
|Changes in assets and liabilities:                                                           |  |                 
|Decrease in accounts receivable                                                              |  |                 
|(Increase) in inventories                                                                    |  |                 
|(Increase) decrease in prepaid expenses                                                      |  |                 
|Increase (decrease) in accounts payable and accrued liabilities                              |  |                 
|Increase in amounts due to related parties                                                   |  |                 
|Increase (decrease) in deferred maintenance contracts                                        |  |                 
|Net cash provided by (used in) operating activities                                          |  |                 
|                                                                                             |  |                 
|Cash flows from investing activities:                                                        |  |                 
|Proceeds from sale of marketable securities                                                  |  |                 
|Net cash provided by investing activities                                                    |  |                 
|                                                                                             |  |                 
|Cash flows from financing activities:                                                        |  |                 
|Conversion of Series A Preferred Stock                                                       |  |                 
|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.



5




B GREEN INNOVATIONS,
INC.

CONDENSED STATEMENTS
OF CASH FLOWS (Continued)

(Unaudited)



Supplemental Schedule of Non-Cash
Financing Activities:



For the Six Months Ended June
30, 2013:



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



For the Six months Ended June
30, 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.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------



b)The
Company issued 99,500,000 shares of Class A Common stock issued to a director of the Company for payment of accounts payable for
directors fees owed for over 6 years with a market value of $78,500.



c)The
Company issued 2,000,000 shares of Class A Common stock to an individual in payment of consulting fees with a fair market value
of $1,600.



d)The
Company issued 30,000,000 of Class A Common stock to an individual to reduce a promissory note in the amount of $2,400. The difference
between the fair market value of $15,000 and the promissory note reduction was charged to beneficial interest in the amount of
$12,600.







See accompanying notes to condensed financial
statements.



6




B GREEN INNOVATIONS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

June 30, 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.



7




As of June 30, 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.

8




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 six months ended June 30, 2013
and 2012.



f)    Advertising
Costs



Advertising costs are expensed as incurred
and are included in selling expenses. For the six months ended June 30, 2013 the Company incurred $760 as compared to $1,750 for
the six months ended June 30, 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
June 30, 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
June 30, 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 June 30, 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.



9




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 six months ended June 30, 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 June
30, 2013 and December 31, 2012.



m)     Fair
Value of Financial Instruments



The carrying amounts reported in the
balance sheets as of June 30, 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 six months ended June 30, 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.

10




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 six months ended June 30, 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.





|                                                                |  | Six months Ended |               |   | Six months Ended |  
|--------------------------------------------------------------- |  | ---------------- | ------------- | - | ---------------- | -
|                                                                |  | June 30, 2013    |               |   | June 30, 2012    |  
|Basic net loss per share:                                       |  |                  |               |   |                  |  
|Net loss attributable to common stockholders                    |  | $                | (164,010      | ) |                  | $
|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                    |  | $                | (164,010      | ) |                  | $
|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 $49,409 and $50,491 for the periods ended June 30, 2013 and December 31, 2012. The Company
recorded amortization expense of $1,083 for the six months ended June 30, 2013 as compared to $1,083 for the same periods in the
prior fiscal year. There was no impairment expense for the six months ended June 30, 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 June 30,
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.



11




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 six months ended
June 30, 2013, Mr. Mahoney drew $3,000 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 June 30, 2013 and December 31, 2012, total deferred compensation due to Mr. Mahoney
was $735,841 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.

12




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 June 30, 2013 and December
31, 2012, 2663.444 shares were issued and 762.156 shares of Series A 3% Preferred Stock are outstanding.

As of June 30, 2013 and December 31,
2012 dividends in arrears amounted to $444,056 and $432,564, respectively.



13




b)        Class
A Common Stock



As of June 30, 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 six months ended June 30,
2012, the Company issued the following shares of Class A Common stock:



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

| | b) | 99,500,000 shares of Class A Common stock issued to a director of
the Company for payment of accounts payable in the amount of $78,500 for directors fees owed for over 6 years, market value of
shares was $57,250, which resulted in $21,250 gain from settlement. Gain was recorded as additional paid-in capital,
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

c)2,000,000
shares of Class A Common stock to an individual in payment of consulting fees with a fair market value of $1,600, and

d)30,000,000
of Class A Common stock to Jerry Mahoney to reduce a promissory note in the amount of $2,400. The difference between the fair market
value of $15,000 and the promissory note reduction was charged to beneficial interest in the amount of $12,600.



c)        Class
B Common Stock



As of June
30, 2013, there are 50,000,000 shares of Class B Common Stock authorized, par value of $.01 per share, 115,025 shares issuedand 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 six months ended June 30,
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 June 30, 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 June 30, 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 June 30, 2013.



14




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.



15




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 $103,322 (55.1%)
for the six months ended June 30, 2013 to $84,324 as compared to $187,646 for the same period in the prior year. Total sales decreased
$38,054 (48.2%) for the three months ended June 30, 2013 as compared to the prior year for the same period. These decreases were
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 $74,702 (54.2%)
for the six months ended June 30, 2013 to $63,079 as compared to $137,781 for the same period in the prior year. Gross profit decreased
$23,871 (45.4%) for the three months ended June 30, 2013 as compared to the prior year for the same period. These decreases are
primarily the result the decreased volume of the “green” products. Gross profit for the six months ended June 30, 2013
was 74.8% compared to 73.4% for the six months ended June 30, 2012.



Total selling, general and administrative
expenses decreased $89,743 (30.1%) and $11,941 (10.5%) for the six months and three months ended June 30, 2013 as compared to the
same periods in the prior year. The decreases are primarily the result of lower professional fees, lower selling expenses and lower
rent to reflect management’s efforts to manage expenses on the lower sales.



For the six months and three months
ended June 30, 2013, the Company had losses from operations of $145,213 and $73,411 as compared to losses from operations of $160,254
and $61,481 for the six months and three months ended June 30, 2012, respectively, as a result of the factors discussed above.



Total other expense was $18,797 and
$9,819 for the six months and three months ended June 30, 2013. Interest expense is the primary component in the current periods
and are lower when compared to the prior year for both periods. Several one time gains and losses are the major components of the
prior year totals.



The net losses for the six months and
three months ended June 30, 2013 was $164,010 and $83,230, respectively. These compare to similar losses for the same period of
the prior year of $126,888 and $111,379, respectively. 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.



16




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 six months ended June 30,
2013, the Company had a net decrease in cash of $11,575.  The Company’s principal sources and uses of funds were
as follows:



Cash
(used in) operating activities. The Company used $11,575 in cash from operating activities for the six months ended June 30,
2013. 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 six months June 30, 2013. The Company
provided $843,624 in cash from investing activities for the six months ended June 30, 2012 as a result of selling its marketable
securities in 2012.



Cash
(used in) financing activities. The Company had no financing activities for the six months ended June 30, 2013. The Company
used $882,861 in financing activities for the six months ended June 30, 2012 for the conversion of 843.6 shares of Series A Preferred
Stock and the repurchase of 39,237 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 six months ended June 30, 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 six months ended June 30,
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.



17




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 June 30, 2013.



Item 3.  Defaults Upon
Senior Securities.



Not applicable.

18




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.                   



19




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:                       | /s/ Jerome Mahoney                    
|                               |                           | Jerome Mahoney                        
|                               |                           | President, Chief Executive Officer and
|                               |                           | Chief Financial Officer               





20




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.                   



21