|
|



UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549





|
|



FORM
10-Q

|
|





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



For
the quarterly period ended March 31, 2015



☐           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: 117,087,289 shares of Class
A Common stock, no par value per share, and 134,410 shares of Class B common, par value of $.01 per share, as of May 14, 2015.











B
GREEN INNOVATIONS, INC

TABLE
OF CONTENTS



|                                   |                                                                                          | Page
|---------------------------------- | ---------------------------------------------------------------------------------------- | ----
|Part I – Financial
    Information |                                                                                         
|                                   |                                                                                          |     
|Item 1.                            | Condensed
    Financial Statements (Unaudited)                                           |     
|                                   |                                                                                          |     
|                                   | Condensed
    Balance Sheets – March 31, 2015 and December 31, 2014                      | 2   
|                                   |                                                                                          |     
|                                   | Condensed
    Statements of Operation –Three months Ended March 31, 2015 and 2014        | 3   
|                                   |                                                                                          |     
|                                   | Condensed
    Statements of Cash Flows – Three months Ended March 31, 2015 and 2014      | 4   
|                                   |                                                                                          |     
|                                   | Notes
    to Condensed Financial Statements                                              | 5   
|                                   |                                                                                          |     
|Item 2.                            | Management’s
    Discussion and Analysis of Financial Condition and Result of Operations | 17  
|                                   |                                                                                          |     
|Item 3.                            | Quantitative
    and Qualitative Disclosures About Market Risk                           | 18  
|                                   |                                                                                          |     
|Item 4.                            | Controls
    and Procedures                                                              | 19  
|                                   |                                                                                          |     
|Part
    II – Other Information    |                                                                                         
|                                   |                                                                                          |     
|Item 1.                            | Legal
    Proceedings                                                                    | 19  
|                                   |                                                                                          |     
|Item 2.                            | Unregistered
    Sales of Equity Securities and Use of Proceeds                          | 19  
|                                   |                                                                                          |     
|Item 3.                            | Defaults
    Upon Senior Securities                                                      | 19  
|                                   |                                                                                          |     
|Item 4.                            | Mine
    Safety Disclosures                                                              | 19  
|                                   |                                                                                          |     
|Item 6.                            | Exhibits                                                                                 | 19  
|                                   |                                                                                          |     
|                                   | Signatures                                                                               | 20  



EXPLANATORY
NOTE

These
Financial Statements are part of the Quarterly Report on Form 10-Q for the three months ended March 31, 2015 and do not contain
financial statements reviewed or audited by an independent registered public accounting firm for the three months ended March
31, 2015 or the fiscal year ended December 31, 2014.



-1-




PART
I - FINANCIAL INFORMATION



Item
1.  Condensed Financial Statements



B
GREEN INNOVATIONS, INC.

CONDENSED
BALANCE SHEETS

(Unaudited)



|ASSETS                                                                                |  | March 31, |             | December 31,
|------------------------------------------------------------------------------------- |  | --------- | ----------- | ------------
|                                                                                      |  | 2015      |             | 2014        
|Current assets:                                                                       |  |           |             |             
|Cash and cash equivalents                                                             |  | $         | 213,588     |             
|Accounts receivable                                                                   |  |           | 3,747       |             
|Inventories                                                                           |  |           | 8,573       |             
|Prepaid expenses and other
    current assets                                         |  |           | 3,710       |             
|Total current assets                                                                  |  |           | 229,618     |             
|                                                                                      |  |           |             |             
|Property, plant and equipment, net                                                    |  |           | —           |             
|Intangible assets, net of accumulated
    amortization                                |  |           | 45,619      |             
|                                                                                      |  |           |             |             
|Total assets                                                                          |  | $         | 275,237     |             
|                                                                                      |  |           |             |             
|LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                                        |  |           |             |             
|                                                                                      |  |           |             |             
|Current liabilities:                                                                  |  |           |             |             
|Accounts payable and accrued expenses                                                 |  | $         | 252,755     |             
|Due to related party                                                                  |  |           | 624,090     |             
|Convertible notes payable, net of unamortized debt
    discount of $62,344 and $3,125 |  |           | 273,952     |             
|Derivative liabilities                                                                |  |           | 123,383     |             
|Total current liabilities                                                             |  |           | 1,274,180   |             
|                                                                                      |  |           |             |             
|Long term convertible notes payable, net of unamortized
    debt discount of $103,094 |  |           | 179,258     |             
|Long term derivative liabilities                                                      |  |           | 2,300       |             
|Total liabilities                                                                     |  |           | 1,455,738   |             
|                                                                                      |  |           |             |             
|Stockholders' equity (deficit):                                                       |  |           |             |             
|Series A 3% Preferred Stock                                                           |  |           | 761,922     |             
|Common stock:                                                                         |  |           |             |             
|Class A Common Stock                                                                  |  |           | 2,150,138   |             
|Class B Common Stock                                                                  |  |           | 1,344       |             
|Class C Common Stock                                                                  |  |           | —           |             
|Class A Common Stock Subscriptions                                                    |  |           | 81,570      |             
|Additional paid-in capital                                                            |  |           | 10,617,245  |             
|Accumulated deficit                                                                   |  |           | (14,792,720 | )           
|Total stockholders' equity
    (deficit)                                              |  |           | (1,180,501  | )           
|Total liabilities and stockholders'
    equity (deficit)                              |  | $         | 275,237     |             



See
accompanying notes to condensed financial statements.



-2-




B
GREEN INNOVATIONS, INC.

CONDENSED
STATEMENTS OF OPERATIONS

(Unaudited)



|                                                       |  | Three months Ended
|------------------------------------------------------ |  | ------------------
|                                                       |  | March
    31, 2015
|                                                       |  |                   
|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                                               |  |                   
|Amortization of debt discount                          |  |                   
|Interest expense                                       |  |                   
|Loss on valuation of derivatives                       |  |                   
|Settlement expense                                     |  |                   
|                                                       |  |                   
|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, 2015    
|Cash flows from operating activities:                                                            |  |                       
|Net loss                                                                                         |  | $                     
|Adjustments to reconcile net loss to net    cash
    provided by (used in) operating activities: |  |                       
|Amortization of intangibles                                                                      |  |                       
|Amortization of debt discounts                                                                   |  |                       
|Settlement expense                                                                               |  |                       
|Loss on valuation of derivative liabilities                                                      |  |                       
|                                                                                                 |  |                       
|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                                                   |  |                       
|Net cash (used in) operating activities                                                          |  |                       
|                                                                                                 |  |                       
|Cash flows from financing activities:                                                            |  |                       
|Proceeds from common stock subscriptions                                                         |  |                       
|Proceeds from new
    debt issued                                                                |  |                       
|Net cash (used in) financing activities                                                          |  |                       
|                                                                                                 |  |                       
|Net increase 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, 2015:



| | a) | The
                                         Company was notified that a portion of the principal and accrued interest on the May
                                         15, 2013 Promissory Notes was assigned to another unrelated party and concurrent with
                                         the assignment, the Company consented to add conversion rights to the new owner.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | The
                                         Company issued 430,849 shares of Class A Common Stock upon the conversion of $5,000 of
                                         debt owed to a debtor of the Company pursuant to an Assignment of Debt Agreement. The
                                         market value of the shares was $12,020. The difference between the market value and the
                                         debt reduction of $7,020 was charged to settlement expense.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





For
the Three months Ended March 31, 2014:



| | c) | The
                                         Company converted $200,788 of unpaid legal fees into Convertible Promissory Notes to
                                         an unrelated party.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d) | The
                                         Company was notified that the unpaid principal and accrued interest on the January 7,
                                         2013 Promissory Notes was assigned to another unrelated party and concurrent with the
                                         assignment, the Company consented to add conversion rights to the new owner.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | The
                                         Company issued an aggregate of 60,500 (605,000,000 pre-reverse split) shares of Class
                                         A Common Stock upon the conversion of $41,000 of debt owed to various debtors of the
                                         Company pursuant to various Assignment of Debt Agreements. The market value of the shares
                                         was $374,000. The difference between the market value and the debt reduction of $333,000
                                         was charged to settlement expense.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







See
accompanying notes to condensed financial statements.



-5-




B
GREEN INNOVATIONS, INC.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

March
31, 2015 and 2014



Note
1                      Background



B
Green Innovations, Inc., a Matawan, New Jersey-based corporation, (OTC Bulletin Board: BGNN), formerly iVoice Technology, Inc.,
(“B Green Innovations” or the “Company”) was incorporated under the laws of New Jersey on November 10,
2004 as a wholly owned subsidiary of iVoice, Inc. (“iVoice”).  In May 2008, the Company formed B Green Innovations,
Inc. (“B Green”), a wholly-owned subsidiary to commercialize its “green” technology platforms.



On
November 17, 2009, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), B Green Innovations, Inc.,
a wholly owned subsidiary of iVoice Technology, Inc., merged into iVoice Technology, Inc.



On
July 28, 2009, the Board of Directors and shareholders through written consent representing a majority of the total voting Class
A and Class B Common stock voted to change the name of the Company to B Green Innovations, Inc.  On November 20, 2009,
the Company filed an Amendment to the Certificate of Incorporation with the State of New Jersey to officially change the name
of the Company.



On
September 9, 2014, pursuant to approval by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate
of Incorporation, dated September 4, 2014 was accepted by the State of New Jersey to consolidate all of the Class A Common Stock
Shares pursuant to a reverse split in the ratio of One (1) new share for every Ten Thousand (10,000) shares currently held by
a stockholder.. The reverse split took effect on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily
changed to “BGNND”. The Amendment provided for the issuance of no fractional shares, but instead, all fractional shares
created by the reverse split were rounded up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A
Common Stock shares issued and 3,984,172,925 Class A Common Stock shares outstanding. Following the reverse split, there were
422,395 Class A Common Stock shares issued and outstanding. Additional shares were issued upon finalization of the roundup of
the fractional shares. Additionally, the number of authorized Class A Common Stock was deduced from ten billion (10,000,000,000)
no par value shares to five hundred million (500,000,000) no par value shares.

Note
2                      Business
Operations



The
B Green Innovations, Inc. ("B Green"), "Go Green" mission from its inception, is to create a "Green"
company for the development of solutions to eliminate waste from the world's environment. B Green offers consumers a realistic
and necessary solution to the problem of waste around the world. We believe that to truly have an impact on the planet, one must
be committed to the environment and seek out environmentally-friendly products.

The
first technology was to create new products from recycled tire rubber. EcoPod® and VibeAway® address important environmental
concerns and problems facing the planet today. EcoPod® and VibeAway® are 100% recycled rubber-based products that can
be utilized as support pads under any units that vibrate and make noise, including washing machines, dryers, compressors, commercial
condensers, and many other units that advantageously benefit from sound and vibration control. In addition, we announced that
we had filed a new patent application for a process described as “Recycled Tire Pod with Appliance Recess Guide.”

Additionally,
the Company released its 100% Degradable / Biodegradable Compactor Bags. These bags include oxo-biodegradable additive using the
latest technology that supports the 3 R’s of Packaging Reduce, Reuse, Recycle and provides a fourth R, Remove. Independent
Scientific Testing show that plastics incorporated with an additive called 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.



-6-




In
2013, the Company started selling its Wrap-N-Save product through our website BGREENINNOVATIONS.COM. The Wrap-N-Save product is
a plastic film used for sealing paint trays, paint brushes, rollers and sprayer in-feed. Its versatile size allows it to fit any
size brush, roller or paint tray.

In
2014, the Company announced the addition of two new products available to our distributors and direct customers. The 1st product
is the Ice Pack Sack which is specifically designed to provide a simple, comfortable, and effective method for applying Hot and
Cold Therapy.  Hot and Cold Therapy is recognized medical treatment for everyday minor injuries.  It provides relief
from sprains, strains and common muscle pain. The 2nd product is the Sock Pocket Organizer which holds paired socks
in place through the washing-machine and dryer cycles. The Sock Pocket Organizer is a mesh bag that has 9 individual pockets with
zipper closures.

In
May 2014, the Company was engaged by two developing companies (the “Consultee”) to provide consulting services related
to management, organization, short and long term strategic planning, and advice and recommendations regarding corporate financing.
According to the Consulting Agreements, a) for services related to raising funds in the form of debt and/or equity the Company
will receive 5% of the gross proceeds plus 2% of the Consultee’s common stock; and b) for all other services provided the
Company will receive 1% of the sales of the company for 7 years from the product release/launch date plus 1% of the Consultee’s
common stock.

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

Note
3                     
Going Concern



The
accompanying 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.



As
of March 31, 2015, 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, 2014 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.



-7-




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.



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, 2015 and 2014.



f)    Advertising
Costs



Advertising
costs are expensed as incurred and are included in selling expenses. The Company has not incurred any advertising costs for the
three months ended March 31, 2015 and 2014.



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, 2015 and December 31, 2014. 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, 2015 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, 2015 and December 31, 2014 is adequate.

-8-




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.



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, 2015 and 2014, 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, 2015 and December 31, 2014.



m)    Fair
Value of Financial Instruments



The
carrying amounts reported in the balance sheets as of March 31, 2015 and December 31, 2014 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.

-9-




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,
2015 and 2014.



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.

p)
Reclassifications/restatements

Certain
prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect
on the financial position, operations or cash flows for the three months ended March 31, 2014.

As
the result of the reverse stock split on September 26, 2014, the shares of Class A Common Stock outstanding and the Loss Per Common
Share has been restated.

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, 2015 and 2014 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
|------------------------------------------------------------------- |  | ----------------------
|                                                                    |  | March
    31, 2015    
|Basic net loss per share:                                           |  |                       
|Net loss attributable to common stockholders                        |  | $                     
|Weighted-average common shares outstanding                          |  |                       
|Basic net loss per share                                            |  | $                     
|Diluted net loss per share:                                         |  |                       
|Net loss attributable to common stockholders                        |  | $                     
|Weighted-average common shares outstanding                          |  |                       
|Incremental shares attributable to the common stock
    equivalents |  |                       
|Total adjusted weighted-average shares                              |  |                       
|Diluted net loss per share                                          |  | $                     



-10-




Note
6                      Intangible
Assets



Intangible
assets consist of patents pending in the amount of $45,619 and $46,160 for the periods ended March 31, 2015 and December 31, 2014.
The Company recorded amortization expense of $541 for the three months ended March 31, 2015 and 2014. There was no impairment
expense for the three months ended March 31, 2015 and 2014.



Note
7                    Promissory
Notes Payable

On
January 7, 2013, the Company executed a demand promissory note, with a value of $110,000, with an unrelated party to convert unpaid
legal fees to a promissory note. The note will bear interest at the rate of prime plus 1.0% per annum, with a default interest
rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional amounts may
be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance. At various
time during 2013 and 2014, the Company was notified that the unpaid principal and accrued interest on this note was assigned to
other unrelated parties and concurrent with the assignments, the Company consented to add conversion rights to the new owner.
Under the terms of the Securities and Settlement Agreements, the new owners can convert amounts due into shares of Class A Common
Stock at a conversion price of $.00005 (subsequently changed to $.50 per the reverse stock split) per shares and the ownership
cannot exceed 9.99% at any time. As of December 31, 2014, the holder of the note has fully liquidated the principal balance and
accrued interest on this note through the assignments of the note to other unrelated parties.



On
May 15, 2013 the Company executed a demand convertible promissory note, with a value of $110,788, with an unrelated party to convert
unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum, with a
default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional
amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the advance.
Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can be converted
into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed, (ii) the
number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal and
interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class A Common
Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment of
interest. The note holder is limited from beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s
Class A Common Stock. The Board of Directors of the Company maintains control over the issuance of shares and may decline the
request for conversion of the repayment into shares of the Company. As of March 31, 2015, the holder has assigned an aggregate
of $59,342 of this note to other unrelated parties. As of March 31, 2015, the principal balance on this note was $51,446 and accrued
interest is $9,504.



On
August 14, 2013, the Company executed a demand convertible promissory note, with a value of $6,000, with unrelated party to secure
additional funding for the Company’s financing. The note will bear interest at the rate of prime plus 1.0% per annum, with
a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually. Additional
amounts, with an aggregate of $48,269 was advanced by the holder and added to the principal of the note and shall accrue interest
from the date of the advance. Under the terms of the promissory note, at the option of the note holder, prepayment of principal
and interest can be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01,
for each dollar owed, (ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x)
the sum of the principal and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest
issue price of Class A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this
Note, before any repayment of interest. The note holder is limited from beneficially owning more than 4.99% of the issued and
outstanding shares of the Company’s Class A Common Stock. The Board of Directors of the Company maintains control over the
issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of March 31, 2015,
the principal balance on the note was $54,269 and accrued interest is $2,908.



On
October 1, 2013 the Company executed a demand convertible promissory note, with a value of $90,000, with an unrelated party to
convert unpaid legal fees into various promissory notes. The notes will bear interest at the rate of prime plus 1.0% per annum,
with a default interest rate of prime plus 2%, shall accrue interest monthly on the unpaid balance and shall be paid annually.
Additional amounts may be advanced by the holder and added to the principal of the note and accrue interest from the date of the
advance. Under the terms of these promissory notes, at the option of the note holder, prepayment of principal and interest can
be converted into either (i) one share of Class B Common Stock of B Green Innovations, Inc., par value $.01, for each dollar owed,
(ii) the number of shares of Class A Common Stock of B Green Innovations, Inc. calculated by dividing (x) the sum of the principal
and interest that the note holder has requested to have prepaid by (y) eighty percent (80%) of the lowest issue price of Class
A Common Stock since the first advance of funds under this Note, or (iii) payment of the principal of this Note, before any repayment
of interest. The note holder is limited from beneficially owning more than 4.99% of the issued and outstanding shares of the Company’s
Class A Common Stock. The Board of Directors of the Company maintains control over the issuance of shares and may decline the
request for conversion of the repayment into shares of the Company. As of March 31, 2015, the principal balance on this note was
$90,000 and accrued interest is $5,722.



-11-




At
various times in 2013 and 2014, the Company consented to the assignments of the January 7, 2013 and the May 15, 2013 demand promissory
notes, with an aggregate value of $118,000, to other unrelated parties. Pursuant to the terms of the various agreements, the new
owners can convert amounts due into shares of Class A Common Stock at a conversion price of $.00005 (subsequently changed to $.50
per the reverse stock split) per shares and the ownership cannot exceed 9.99% at any time. During 2013 and 2014, the new owners
converted $108,584 of this debt into approximately 10,136,371 (1,363,708,226 pre-reverse split plus 10,000,000 post split) shares
of Class A Common Stock. As of March 31, 2015, the new owners still have an unpaid balance of $26,059, representing principal
and accrued interest, of this note.



On
April 1, 2014, the Company executed an Original Issue Discount Convertible Promissory Note with an unrelated party to secure additional
funding for the Company’s financing. The face amount of the note is $37,500 and the purchase price was $25,000. The debt
discount of $12,500 was amortized monthly over the original term of the note. The note was due on March 28, 2015 and shall accrue
late fees of 22% per annum on all overdue unpaid principal. After the maturity date, the holder of the note can convert amounts
due for unpaid principal and accrued interest into shares of Class A Common Stock at a conversion price of $.00005 (subsequently
changed to $.50 per the reverse stock split) per share and their ownership cannot exceed 4.99% at any time. As of March 31, 2015,
the principal balance on the note was $37,500 and accrued interest was $68.



On
January 15, 2015, the Company issued a 8% Convertible Redeemable Note to LG Capital Funding. Amounts due under this note are due
on or before January 13, 2016. LG Capital Funding has the right to convert a portion or the entire outstanding principal into
the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest closing bid price of the Common
Stock during the twenty (20) trading days immediately preceding the Conversion Date. LG Capital Funding may not convert the note
into shares of Class A Common Stock if such conversion would result in LG Capital Funding beneficially owning in excess of 9.9%
of the then issued and outstanding shares of Class A Common Stock. As of March 31, 2015, the outstanding balance on this note
was $78,750 and accrued interest was $1,295.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the LG Capital
Funding note met the criteria of an embedded derivative, and therefore the conversion feature of this debenture needed to be bifurcated
and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance using the Black-Scholes
model with the following assumptions: risk free interest rate: 5.00%; expected dividend yield: 0%: expected life: 1 years; and
volatility: 332.49%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on the
issue date, the Company recorded the conversion options as a liability of $128,588, recorded a debt discount of $78,750, and charged
Other Expense - Loss on Valuation of Derivative for $49,838. For the three months ended March 31, 2015, the Company recorded a
Gain on Valuation of Derivative in the amount of $5,205 on the fluctuation in the current market prices.



On
March 16, 2015, the Company consented to the assignments of a portion of the May 15, 2013 demand promissory notes (see above),
with an aggregate value of $55,394, to Tangiers Investment Group. Pursuant to the terms of the agreement, the new owners can convert
amounts due into shares of Class A Common Stock at a Conversion Price equal to sixty percent (60%)
of the lowest trading price of the Common Stock during the twenty (20) trading days immediately preceding the Conversion Date
and the ownership cannot exceed 9.99% at any time. During 2015, the new owners converted $5,000 of this debt into 430,849 shares
of Class A Common Stock. As of March 31, 2015, the new owners still have an unpaid balance of $50,394.



On
January 15, 2015, the Company issued a 10% Convertible Promissory Note to Tangiers Investment Group. Amounts due under this note
are due on or before March 18, 2017. Tangiers Investment Group has the right to convert a portion or the entire outstanding principal
into the Company's Class A Common Stock at a Conversion Price equal to sixty percent (60%) of the lowest trading price of the
Common Stock during the twenty (20) trading days immediately preceding the Conversion Date. Tangiers Investment Group may not
convert the note into shares of Class A Common Stock if such conversion would result in the owners beneficially owning in excess
of 9.99% of the then issued and outstanding shares of Class A Common Stock. As of March 31, 2015, the outstanding balance on this
note was $55,000 and accrued interest was $181.



In
accordance with ASC 815, "Derivatives and Hedging", the Company determined that the conversion feature of the Tangiers
Investment Group notes met the criteria of an embedded derivative, and therefore the conversion feature of these debentures needed
to be bifurcated and accounted for as a derivative. The fair value of the embedded conversion was estimated at the date of issuance
using the Black-Scholes model with the following assumptions: risk free interest rate: 5.00%; expected dividend yield: 0%: expected
life: 2 years; and volatility: 308.61%. The accounting guidance instructs that the conversion options are a derivative liability.
As such, on the issue date, the Company recorded the aggregate conversion options as a liability of $234,143, recorded a debt
discount of $110,394, and charged Other Expense - Loss on Valuation of Derivative for $123,749. For the three months ended March
31, 2015, the Company recovered $5,000 of debt discount on the conversion, recorded a Gain on Valuation of Derivative in the amount
of $49,885 on the fluctuation in the current market prices.





-12-




Note
8                     
Related Party Transactions



On
May 8, 2007, the Company executed a Security Agreement providing Jerome Mahoney, President and Chief Executive Officer of the
Company, with a security interest in all of the assets of the Company to secure the promissory note dated August 5, 2005 and all
future advances including, but not limited to, additional cash advances: deferred compensation, deferred expense reimbursement,
deferred commissions and income tax reimbursement for the recognition of income upon the sale of common stock for the purpose
of the holder advancing additional funds to the Company. This security interest expired in 2012, as the UCC Financing Amendment
was never filed to continue the security interest of the creditor for the additional period provided by applicable law.



The
Company entered into a five-year employment agreement with Jerome Mahoney to serve as Non-Executive Chairman of the Board of Directors,
effective August 1, 2004. On March 9, 2009, the term of the employment agreement between the Company and Mr. Mahoney, the
Company’s CEO, was extended to July 31, 2016.  The Company will compensate Mr. Mahoney with a base salary of $85,000
for the first year with annual increases based on the Consumer Price Index. Mr. Mahoney had a consulting agreement with the Company’s
former subsidiary B Green Innovations for annual compensation of $24,000 and upon every annual anniversary thereafter, at the
rate based on the increase in the Consumer Price Index for All Urban Consumers (New York-Northern N.J.-Long Island). Effective
January 1, 2010, this amount was added to Mr. Mahoney’s base salary. On June 15, 2010, Mr. Mahoney’s employment
agreement was amended to increase the base salary to $195,000 effective July 1, 2010. All other terms of the Employment Agreement
shall remain in full force and effect. 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, 2015, 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. On August 28, 2014, the Company converted $148,396 of deferred
compensation into 148,396 shares of Class B Common Stock. On September 15, 2014, the Company received a forgiveness of debt in
the amount of $500,000 from Mr. Mahoney. As of March 31, 2015 and December 31, 2014, total deferred compensation and accrued interest
due to Mr. Mahoney was $624,090 and $571,701 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, 500,000,000 shares of Class A Common Stock, no par value per share, 50,000,000 shares of
Class B Common Stock, par value $0.01 per share, and 20,000,000 shares of Class C Common Stock, par value $0.01 per share. Below
is a description of the Company’s outstanding securities, including Preferred Stock, Class A Common Stock, Class B Common
Stock and Class C Common Stock.



a)     
  Preferred Stock



The
Company is authorized to issue 1,000,000 shares of Preferred Stock, par value $1.00 per share.



Of
the 1,000,000 shares of Preferred Stock, 10,000 shares are designated Series A 10% Preferred Stock, par value $1.00 per share,
with a stated value of $1,000 (the “Series A Preferred Stock”). The stated value is used for calculation of dividends
and liquidation preferences. On March 12, 2008, the Company sold 1,444.44 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.





-13-






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, 2015 and December 31, 2014, 2663.444 shares were issued and 762.156 shares of Series A 3% Preferred Stock are outstanding.

As
of March 31, 2015 and December 31, 2014 dividends in arrears amounted to $484,628 and $478,914, respectively.



b)        Class
A Common Stock



As
of March 31, 2015, there are 500,000,000 shares of Class A Common Stock authorized, no par value, and 112,053,244 shares were
issued and outstanding.



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.

-14-




On
September 9, 2014, pursuant to approval by a majority of voting shares as of August 28, 2014, an Amendment to the Certificate
of Incorporation, dated September 4, 2014 was accepted by the State of New Jersey to consolidate all of the Class A Common Stock
Shares pursuant to a reverse split in the ratio of One (1) new share for every Ten Thousand (10,000) shares currently held by
a stockholder.. The reverse split took effect on September 26, 2014 and the trading symbol of our Class A Common Stock was temporarily
changed to “BGNND”. The Amendment provided for the issuance of no fractional shares, but instead, all fractional shares
created by the reverse split were rounded up to one whole share. Prior to the reverse split, there were 4,110,242,408 Class A
Common Stock shares issued and 3,984,172,925 Class A Common Stock shares outstanding. Additional shares may be issued upon finalization
of the roundup of the fractional shares. Following the reverse split, there were 422,395 Class A Common Stock shares outstanding.
Additionally, the number of authorized Class A Common Stock was deduced from ten billion (10,000,000,000) no par value shares
to five hundred million (500,000,000) no par value shares.



During
the three months ended March 31, 2015, the Company issued the following shares of Class A Common stock:



a)The
Company issued 430,849 shares of Class A Common Stock upon the conversion of $5,000 of debt owed a debtor of the Company pursuant
to various Assignment of Debt Agreements. The market value of the shares was $12,020. The difference between the market value
and the debt reduction of $7,020 was charged to settlement expense.



During
the three months ended March 31, 2014, the Company issued the following shares of Class A Common stock:



a)The
Company issued an aggregate of 60,500 (605,000,000 pre-reverse split) shares of Class A Common Stock upon the conversion of $41,000
of debt owed to various debtors of the Company pursuant to various Assignment of Debt Agreements. The market value of the shares
was $374,000. The difference between the market value and the debt reduction of $333,000 was charged to settlement expense.



c)        Class
B Common Stock



As
of March 31, 2015, there are 50,000,000 shares of Class B Common Stock authorized, par value of $.01 per share, 263,421shares issued and 134,410 shares outstanding.  Each holder of Class B Common Stock has
voting rights equal to 100 shares of Class A Common Stock. A holder of Class B Common Stock has the right to convert each share
of Class B Common Stock into the number of shares of Class A Common Stock determined by dividing the number of Class B Common
Stock being converted by a 20% discount of the lowest price that B Green Innovations, Inc. had ever issued its Class A Common
Stock. Upon our liquidation, dissolution, or winding-up, holders of Class B Common Stock will be entitled to receive distributions.
On July 27, 2009, the Company amended its Certificate of Incorporation as follows: a holder of Class B Common Stock has the right
to convert each share of Class B Common Stock into the number of shares of Class A Common Stock determined by dividing the number
of Class B Common Stock being converted by a 20% discount of the lowest price that B Green Innovations, Inc. had ever issued its
Class A Common Stock. Each holder of Class B common stock has voting rights equal to the number of Class A shares that would be
issued upon the conversion of the Class B shares, had all of the outstanding Class B shares been converted on the record date
used for purposes of determining which shareholders would vote. Previously, each holder of Class B Common Stock has voting
rights equal to 100 shares of Class A Common Stock. In February 2011, the Board of Directors authorized the Company to buyback
up to 115,025 shares of Class B common stock at $1.00 per share. During the year ended December 31, 2012, the Company repurchased
39,237 shares of its Class B Common Stock at $1.00 per share which is the same price that it was purchased by the related party.
During the year ended December 31, 2014, the Company converted $148,396 of deferred compensation into 148,396 shares of Class
B Common Stock and converted 60,000 shares of Class B common stock into 1,200,000 shares of Class A common stock.

d)        Class
C Common Stock



As
of March 31, 2015, 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, 2015, no shares were issued or outstanding.

-15-




Note
11                    Equity
Subscriptions

Equity
Subscription Agreements

During
the three months ended March 31, 2015 and the year ended December 31, 2014, the Company executed several Equity Subscription Agreements
with unrelated parties to provide addition funding for the Company. Pursuant to the terms of the agreements, the Company is required
to issue one share of Class A common stock for each dollar invested by the purchasers and the shares will contain a restrictive
legend until the shares can be sold pursuant to Rule 144 without any restrictions. As of March 31, 2015, the Company has received
subscriptions for 81,570 shares of Class A common stock.

Note
12                     
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, 2015.



Note
13	                     Subsequent
Events



In
the second quarter of 2015, the Company issued an aggregate of 5,034,045 shares of common stock, valued at $37,422, for conversion
of debt.



-16-




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, 2014 entitled “Risk Factors”.



Results
of Operations



Total
sales decreased $4,666 (18.7%) for the three months ended March 31, 2015 to $20,222 as compared to $24,888 for the same period
in the prior year. This decrease is primarily attributed to the lower demand for our core product ”vibe-away” as we
fulfill the market demand. The Company continues to evaluate additional products to add to its product line as well as expanding
its distribution channels.



Gross
profit decreased $5,951 (39.1%) for the three months ended March 31, 2015 to $9,250 as compared to $15,201 for the same period
in the prior year. This decrease was primarily the result the decreased volume of the “green” products and higher
inbound shipping costs on products received during the period.



Total
selling, general and administrative expenses increased $29,176 (27.6%) for the three months ended March 31, 2015 as compared to
the same periods in the prior year. This increase was primarily the result of increases in consulting fees for the closing of
the new debt instruments and the costs of distributing the shareholder’s letters during the quarter.



For
the three months ended March 31, 2015, the Company had losses from operations of $125,717 as compared to losses from operations
of $90,590 for the three months ended March 31, 2014 as a result of the factors discussed above.



Total
other expense was $156,109 and $349,887 for the three months ended March 31, 2015 and 2014, respectively. Costs associated with
the recording of the derivative liabilities on the convertible debt made up approximately $140,000 of the other expense in the
current period. Settlement expense on issuance of stock for debt conversion is the primary component in the prior period.



The
net losses for the three months ended March 31, 2015 and 2014 were $281,826 and $440,477, respectively. The favorable change from
prior year is primarily due to decreases in settlement expense offset by lower gross margins on lower sales, increases in operating
expenses and recording costs related to the derivative liabilities.

-17-




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.



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, 2015, the Company had a net increase in cash of $114,181.  The Company’s principal
sources and uses of funds were as follows:



Cash
(used in) operating activities. The Company used $57,960 in cash from operating activities for the three months ended March
31, 2015. Management carefully manages the cash account while facing lower billable sales and increases in consulting costs .



Cash
provided financing activities. The Company received $172,141 from new debt financing activities and receipts for capital subscriptions
for the three months ended March 31, 2015.



There
was no significant impact on the Company’s operations as a result of inflation for the three months ended March 31, 2015.



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, 2015, 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.



Item
3.  Quantitative and Qualitative Disclosures About Market Risk.



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

-18-




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, 2015.



Item
3.  Defaults Upon Senior Securities.



Not
applicable.



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:           May
    15, 2015 | By:                           | /s/
    Jerome Mahoney                    
|                                 |                               | Jerome
    Mahoney                        
|                                 |                               | President, Chief Executive
    Officer and
|                                 |                               | Chief Financial Officer                   





-20-