UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q /A


(Amendment No. 1)




x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2010o
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: 732-441-7700





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 xNo o





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




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes oNo x




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large accelerated filer  o  Accelerated filer  o  Non-accelerated filer  o  Smaller reporting company  x


(Do not check if a smaller reporting company)





Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: 600,415,387 shares of Class A Common stock, no par value as of May 6, 2010.









EXPLANATORY NOTE
 This amendment is being filed in order to incorporate the Segment Data footnote and to reverse accrued dividends which have not been declared.  No other change has been made, and the information contained in this Report has not been updated.  For more current information regarding the Company, readers should refer to the more recent reports filed by the Company with the Securities and Exchange Commission.












Table of Contents





B GREEN INNOVATIONS, INC.


TABLEOF CONTENTS





Part I – Financial Information
PageItem 1.
Condensed Financial Statements (Unaudited):Condensed Balance Sheets – March 31, 2010 and December 31, 2009
1Condensed Statements of Operations - Three Months Ended March 31, 2010 and 2009
2Condensed Statements of Cash Flows - Three Months Ended March 31, 2010 and 2009
3-4Notes to Condensed Financial Statements
5-24Part II – Other InformationItem 6.
Exhibits
29Signatures
30Index of Exhibits
31




Table of Contents





Item1 .           Condensed Financial Statements (Unaudited)
 B GREEN INNOVATIONS, INC.
 RESTATED CONDENSED BALANCE SHEETS
  ASSETS

March 31,


December 31,2010


2009Current assets:Cash and cash equivalents

$
1,421,186


$
190,350Accounts receivable, net of allowance for doubtful accounts of $12,083 at  March 31, 2010 and December 31, 2009


10,246



6,188Inventories


-



-Prepaid expenses and other current assets


33,364



17,542Total current assets


1,464,796



214,080Property, Plant and Equipment, net


30,831



33,554Other assets


59,934



59,934Total assets

$
1,555,561


$
307,568LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilities:Accounts payable and accrued expenses

$
608,981


$
593,201Due to related parties


424,855



420,708Deferred maintenance contracts


998



2,210Notes payable to related parties


3,003



3,003Convertible promissory note, net of unamortized debt discount of$-0- at December 31, 2009


-



112,058Derivative liabilities


-



1,254,567Total current liabilities


1,037,837



2,385,747Stockholders' deficit:Preferred stock, $1.00 par value; authorized 1,000,000 shares; 10,000

shares  designated as follows;  990,000 available for further designationSeries A 3% Secured Preferred Stock; $1,000 stated value, authorized authorized 10,000 shares; 2,663.44 shares issued and outstanding at March 31, 2010 and 1,444.44 shares issued and outstanding at December 31, 2009


2,663,210



1,444,444Common stock:Class A – no par value; authorized 10,000,000,000 shares; 600,309,870 shares issued and 599,115,387 outstanding and 1 ,194,483 in escrow at March 31, 2010 and December 31, 2009


1,074,736



1,074,736Class B - $.01 par value; authorized 50,000,000 shares; 115,025 shares issued and outstanding at March 31, 2010 and December 31, 2009


1,150



1,150Class C - $.01 par value; authorized 20,000,000 shares; no shares issued and outstanding


-



-Additional paid-in capital


7,443,646



7,443,646Additional paid-in capital – beneficial conversion


1,444,444



1,444,444Accumulated deficit


(12,109,462
)


(13,486,599
)Total stockholders' deficit


517,724



(2,078,179
)Total liabilities and stockholders' deficit

$
1,555,561


$
307,568
 See accompanying notes to condensed consolidated financial statements
  1
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  B GREEN INNOVATIONS, INC.
 RESTATED CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
   Three Months EndedMarch 31, 2010


March 31, 2009Net sales

$
42,400


$
15,030Cost of sales


25,412



9,221Gross profit


16,988



5,809Operating expenses:General and administrative expenses


139,777



141,123Total operating expenses


139,777



141,123Loss from operations


(122,789
)


(135,314
)Other income (expense):Interest income


821



1,023
 Interest expense


(2,953
)


(10,656
)Other income


247,491



-Amortization of debt discount


-



(14,033
)Gain from extinguishment of derivative


1,636,695



-Loss on valuation of derivative


(382,128
)


(666,877
)Total other income (expense)


1,499,926



(690,543
)Income (loss) from operations before income taxes


1,377,137



(825,857
)Provision for income taxes


-



-Net income (loss)

$
1,377,137


$
(825,857
)Basic income (loss) per common share

$
0.00


$
0.00Diluted income (loss) per common share

$
0.00


$
0.00Weighted average shares outstanding:Basic


599,115,387



509,325,787Diluted


3,563,817,753



509,325,787
 
 See accompanying notes to condensed consolidated financial statements.
   2
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   B GREEN INNOVATIONS, INC.
 RESTATED CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
  Three Months EndedMarch 31, 2010


March 31, 2009Cash flows from operating activities:Net income (loss)

$
1,377,137


$
(825,857
)Adjustments to reconcile net gain (loss) to net

cash used in operating activities:Depreciation


2,723



2,122(Gain) loss on valuation of derivative


328,128



666,877Amortization of discount on debt


-



14,033Issuance of common stock for services


-



14,219Gain on extinguishment of derivative liability


(1,636,695
)


-Beneficial conversion incurred in conversion of debenture


-



-Beneficial conversion incurred in conversion of

promissory note


-



5,100Changes in assets and liabilities:Decrease (increase) in accounts receivable


(4,058
)


(1,151
)Decrease in inventories


-



797Decrease (increase) in prepaid expenses


(15,822
)


323Increase in other assets


-



(1,285
)Increase in accounts payable and accrued liabilities


22,488



51,574Increase in amounts due to related parties


4,147



10,901Increase in deferred maintenance contracts


(1,212
)


3,564Net cash provided by (used in) operating activities


130,836



(58,783
)Cash flows from financing activities:Issuance of common stock through equity financing


-



-Net proceeds from sale of Series A Preferred Stock


1,100,000



-Payment to potential merger partner


-



-Payment of convertible debenture


-



-Net cash provided by financing activities


1,100,000



-Net increase (decrease) in cash and cash equivalents


1,230,836



(58,783
)Cash and cash equivalents at beginning of period


190,350



460,869Cash and cash equivalents at end of period

$
1,421,186


$
402,086Supplemental Disclosure of Cash Flow Information:During the period, cash was paid for the following:Taxes paid

$
-


$
-Interest paid

$
-


$
-
  See accompanying notes to condensed consolidated financial statements
  3
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  B GREEN INNOVATIONS, INC.
 RESTATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
 (Unaudited)
 
 Supplemental Schedule of Non-Cash Financing Activities:
  For the Three Months Ended March 31, 2010:
  a) The Company 119 shares of Series A Preferred Stock in exchange for $118,766 Convertible Promissory Notes to iVoice, Inc.
  For the Three Months Ended March 31, 2009:
  a)During the three months ended March 31, 2009, the Company issued 16,724,000 shares of Class A common stock with a fair value of $10,452 to reduce the convertible promissory note in the amount of $5,352. The difference in the market value and the convertible promissory note reduction was charged to beneficial interest in the amount of $5,100.
  b) During the three months ended March 31, 2009, the Company issued 22,750,000 shares of Class A common stock with a fair value of $14,219 for investor relations services.
  c)During the three months ended March 31, 2009, the Company converted accounts payable to a convertible promissory note in the amount of $24,663.
 
  4
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B GREEN INNOVATIONS, INC


RESTATED NOTES TO CONDENSED FINANCIAL STATEMENT


March 31, 2010 and 2009




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”).  The Company received by assignment all of the interests in and rights and title to, and assumed all of the obligations of, all of the agreements, contracts, understandings and other instruments of iVoice Technology, Inc., a Nevada corporation and affiliate of the Company.  When we refer to or describe any agreement, contract or other written instrument of the Company in these notes, we are referring to an agreement, contract or other written instrument that had been entered into by iVoice Technology Nevada and assigned to the Company.




In May 2008, the Company formed B Green Innovations, Inc. (“B Green”), a wholly-owned subsidiary, and has agreed to invest up to $500,000 in B Green, to commercialize its “green” technology platforms.





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





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 will be used to create new products from recycled tire rubber. EcoPodand 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.”





Recently, the Company released its new 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-Biodegradeable plastic


5
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009


Note 2 Business Operations (continued)





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 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.





The Company will also continue to support the Interactive Voice Response ("IVR"), software that was developed by iVoice. The Company's Interactive Voice Response line is designed to read information from and write information to, databases, as well as to query databases and return information.





IVR is an application generator that allows full connectivity to many databases, including Microsoft Access, Microsoft Excel, Microsoft Fox Pro, and Paradox, or to standard text files. The IVR software is sold as an application generator that gives the end user the ability to develop its own customized IVR applications or as a customized turnkey system. IVR performs over 40 different customizable commands. Examples of IVR range from simply selecting announcements from a list of options stored in the computer (also known as audio text) to more complex interactive exchanges such as querying a database for information.




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, 2010, the Company had a net operating loss, and a negative cash flow from operations.  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.





6
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009





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, 2009 audited 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





With respect to IVR customer support services, the Company offers customers an optional annual software maintenance and support agreement for subsequent periods. Sales of purchased maintenance and support agreements are recorded as deferred revenue and recognized over the respective terms of the agreements.




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.




7
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009


Note 4 Summary of Significant Accounting Policies (continued)





d)  Product Warranties





The Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. Due to the limited sales of the Company's products, management has determined that warranty costs are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining obligation based on the anticipated expenditures over the balance of the obligation period.





e)  Research and Development Costs





Research and development costs are charged to expense as incurred. The Company has not incurred any research and development costs for the three months ended March 31, 2010 and 2009.





f)  Advertising Costs





Advertising costs are expensed as incurred and are included in selling expenses. For the three months ended March 31, 2010 and 2009, the Company incurred $177 and $3,501, respectively.





g)  Cash and Cash Equivalents





The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at March 31, 2010 and December 31, 2009.





The Company maintains cash balances at a financial institution that is insured by the Federal Deposit Insurance Corporation. 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) Accounts Receivable





Accounts receivables consist primarily of uncollected invoices for product sales made to credit worthy customers.





i)   Concentration of Credit Risk





Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash.  As of March 31, 2010 the Company believes it has no significant risk related to its concentration within its accounts receivable.




8
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009


Note 4 Summary of Significant Accounting Policies (continued





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)  Income Taxes




The Company accounts for income taxes using the asset and liability method described in FASB ASC 740-10 (Prior authoritative literature: FASB Statement 109, “Accounting for Income Taxes,”). Under this pronouncement, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740-10, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.





l)   Derivative Liabilities





The Company accounts for its embedded conversion features in its convertible debentures in accordance FASB ASC 815-10 (Prior authoritative literature: SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", which requires a periodic valuation of their fair value and a corresponding recognition of liabilities associated with such derivatives, and FASB ASC 815-40 Section 05, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. The recognition of derivative liabilities related to the issuance of convertible debt is applied first to the proceeds of such issuance as a debt discount, at the date of issuance, and the excess of derivative liabilities over the proceeds is recognized as “Loss on Valuation of Derivative” in other expense in the accompanying financial statements. Any subsequent increase or decrease in the fair value of the derivative liabilities is recognized as “Other expense” or “Other income”, respectively.





m) Reclassifications





Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications have had no effect on the results of operations or cash flows for the period ended March 31, 2010.




9
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009





n)  Fair Value of Instruments





The Company estimates that the fair value of all financial instruments at March 31, 2010 and December 31, 2009, as defined in FASB ASC 825-10, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.




Effective January 1, 2009, we implemented FASB ASC 825-10, Fair Value Measurements, or (Prior authoritative literature: SFAS 157), for our nonfinancial assets and liabilities that are re-measured at fair value on a non-recurring basis. In addition, we may have additional disclosure requirements in the event we complete an acquisition or incur impairment of our assets in future periods.




o)  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 have been recognized for the periods ended March 31, 2010 and 2009, respectively.


10
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009


Note 5 Earnings (Loss) Per Share





FASB Accounting Standards Codification (“ASC”) 260-10 (Prior authoritative literature: FASB Statement 128, “Earnings Per Share”) 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. For the three months ended March 31, 2010 there were 2,825,623,084 share equivalents which are included in the calculation of diluted earnings per share. The computation of diluted loss per share at March 31, 2009 does not assume conversion, exercise or contingent exercise of warrants, and securities in the amount of 347,483,974 shares as they would have an anti-dilutive effect on the earnings resulting from the Company’s net loss position in that period.


Three Months

Ended


Three Months

EndedMarch 31, 2010


March 31, 2009Basic net income (loss) per share attributable to common shareholders computation:Net income (loss) attributable to common stockholders

$
1,377,137


$
(825,857
)Weighted-average common shares outstanding


599,115,387



509,325,787Basic net income (loss) per share attributable to common Stockholders

$
0.00


$
0.00Diluted net income (loss) per share attributable to common shareholders computationNet income (loss) attributable to common stockholders

$
1,377,137


$
(825,857
)Weighted-average common shares outstanding


599,115,387



509,325,787Incremental shares attributable to the common stock equivalents


2,964,702,366



-Total adjusted weighted-average shares


3,563,817,753



509,325,787Diluted net income (loss) per share attributable to common Stockholders

$
0.00


$
0.00
 
  Note 6 Intangible Assets





Other consists of patents pending in the amount of $59,934 for the periods ended March 31, 2010 and December 31, 2009. There was no amortization expense for the three months ended March 31, 2010 and 2009, respectively.





11
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B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 7 Related Party Transactions





In conjunction with the spin-off from iVoice, Inc., the Company, and its former subsidiary, had entered into a temporary administrative services agreements with iVoice. The administrative services agreements were to continue on a month-to-month basis until the Company has found replacement services for those services being provided by iVoice or can provide these services for itself. As of October 1, 2009 iVoice has suspended all charges for the Administrative Service Agreement for the Company and with the Company.  There were no administrative service charges for the three months ended March 31, 2010. Administrative services were $24,663 for the three months ended March 31, 2009.




Effective November 17, 2009, the Company’s subsidiary at the time and iVoice mutually agreed to terminate and extinguish any all obligations between the parties pursuant to the following agreements:




a. The Administrative Services Agreement dated March 1, 2007 by and between B Green Innovations, Inc. (subsidiary) and iVoice, Inc.


b. The Convertible Promissory Note dated May 5, 2008 issued by B Green Innovations, Inc. payable to iVoice, Inc.


c. The Security Agreement dated May 5, 2008 by and between B Green Innovations, Inc. and iVoice, Inc.





As a result of the above the Company extinguished a total of $63,875 of a Convertible Promissory Note and accrued interest of $2,140. The total of $66,015 was recorded in the balance sheet as additional paid-in capital as since this is classified as a related party transaction as December 31, 2009.




As of February 10, 2010, the Administrative Services Agreement with iVoice, Inc. was terminated, and the Company entered into an Exchange Agreement to exchange the Convertible Promissory Note having a principal and accrued interest of approximately $119,000 for 119 shares of the Company’s 3% Preferred Stock. As a result the Company recorded a gain from the extinguishment of the derivative liability in the amount of $1,636,695 and is included as other income in the accompanying statement of operations for the three months ended March 31, 2010.





On March 1, 2010 the Company entered into an administrative services agreement with iVoice, Inc. The Company will provide iVoice, Inc. administrative and financial services as well as providing iVoice, Inc. with office space. This agreement will continue on a month-to-month basis unless terminated by either party by providing 30 days written notice. In consideration of the services, iVoice, Inc. will pay B Green $5,000 per month. For the three months ended March 31, 2010 the Company recorded income of $15,000, and such income is included in other income in the accompanying statement of operations for the period ended March 31, 2010 (See Subsequent Event Footnote).





12
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B GREEN INNOVATIONS, INC. RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 7 Related Party Transactions (continued)




he Company has assumed an outstanding promissory demand note in the amount of $190,000 payable to Jerry Mahoney, President and Chief Executive Officer of iVoice and Non-Executive Chairman of the Board of iVoice Technology.  This amount is related to funds loaned to iVoice and is unrelated to the operations of iVoice Technology.  The note will bear interest at the rate of prime plus 2.0% per annum (5.25% at March 31, 2010) 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 iVoice Technology, Inc., par value $.01, for each dollar owed, (ii) the number of shares of Class A Common Stock of iVoice Technology, 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 owest issue price of Class A Common Stock since the first advance of funds under this Note ($0.00032 at March 31, 2010), or (iii) payment of the principal of this Note, before any repayment of interest.





The Board of Directors of the Company maintains control over the issuance of shares and may decline the request for conversion of the repayment into shares of the Company. As of March 31, 2010 and December 31, 2009, the outstanding balances wee $3,003, plus accrued interest of $103,646 and $100,692, respectively.





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. At March 31, 2010, Mr. Mahoney’s salary was $121,604. As of December 31, 2009 and March 31, 2010, total deferred compensation due to Mr. Mahoney was $253,448 and 267,349, respectively.





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 ($0.00032 at March 31, 2010) for which the Company had ever issued its Class A Common Stock.





13
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B GREEN INNOVATIONS, INC. RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009


Note 7 Related Party Transactions (continued)





On August 29, 2005, the Company entered into an employment agreement with Mark Meller.  Mr. Meller served as the Company’s President, Chief Executive Officer and Chief Financial Officer until August 29, 2006.  As compensation, the Company paid Mr. Meller a base salary of $85,000 the first year with an annual increase based on the Consumer Price Index every year thereafter.  Mr. Meller has agreed to defer all but $20,000 of his compensation until such time that the Board of Directors determines, in its sole discretion, that the Company has sufficient financial resources to pay his compensation.  The Board of Directors may also elect to pay Mr. Meller the balance of his compensation in the form of Company Class A or Class B Common Stock.  As of March 31, 2010, total deferred compensation due to Mr. Meller was $53,860.





Note 8 Convertible Promissory Note and Derivative Liability





The Company had has entered into a temporary administrative services agreement with iVoice. The administrative services agreement will continue on a month-to-month basis until the Company has found replacement services for those services being provided by iVoice or can provide these services for itself. In March 2008, the administrative services agreement was amended to provide that accrued and unpaid administrative services shall be aggregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand.





On March 5, 2008, the Company converted its outstanding accounts payable to iVoice, Inc. for unpaid administrative services in the amount of $50,652 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts may be added to this note based on any unpaid administrative services, and will accrue interest at the above specified rate from date of advance until paid. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand. There were no administrative service charges for the three months ended March 31, 2010. Administrative services were $12,663 for the three months ended March 31, 2009.




14
 Table of Contents




B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 8 Convertible Promissory Note and Derivative Liability (continued)





As of October 1, 2010 iVoice, Inc. suspended all charges for the Administrative Service Agreement (see Note 7). At this time the balance of the convertible promissory note was $112,058.
  iVoice, Inc. may elect payment of the principal and/or interest, at the its sole discretion, owed pursuant to this Note by requiring the Company to issue to iVoice, or his assigns either: (i) one Class B common stock share of the Company par value $.01 per share, for each dollar owed, (ii) the number of Class A common stock shares of the Company calculated by dividing (x) the sum of the principal and interest that the Note holder has decided to have paid 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.
  Unless otherwise provided, this Note may be prepaid in full or in part at any time without penalty or premium. Partial prepayments shall be applied to installments due in reverse order of their maturity.





During the three months ended March 31, 2010, there were no payments in stock or cash.





In the event of (a) default in payment of any installment of principal or interest hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker, then in either such event the holder may, without further notice, declare the remainder of the principal sum, together with all interest accrued thereon, and the prepayment premium, if any, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, accrued interest and all other sums due under this Note shall bear interest at the rate of prime plus 2 percent per annum after default until paid.





The promissory note holders have a security interest in substantially all of the assets of the Company.





In accordance with FASB ASC 815-10 (Prior authoritative literature: SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", the Company determined that the conversion feature of the Debenture 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: 2.25%; expected dividend yield: 0%: expected life: 5 years; and volatility: 321.58%. The accounting guidance instructs that the conversion options are a derivative liability. As such, on March 5, 2008 the Company recorded the conversion options as a liability, recorded a debt discount of $50,652, and charged Other Expense - Loss on Valuation of Derivative for $16,366, resulting primarily from calculation of the conversion price.




15
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009





Note 8 Convertible Promissory Note and Derivative Liability (continued)


As of February 10, 2010, the Administrative Services Agreement with iVoice, Inc. was terminated, and the Company entered into an Exchange Agreement to exchange the Convertible Promissory Note having a principal and accrued interest of approximately $119,000 for 119 shares of the Company’s 3% Preferred Stock. As a result the Company recorded a gain from the extinguishment of the derivative liability in the amount of $1,636,695 and is included as other income in the accompanying statement of operations for the three months ended March 31, 2010.





For the three months ended March 31, 2010, the Company recorded a loss on Valuation of Derivative in the amount of $382,128 as compared to a Loss on Valuation of Derivative of $451,890 for the three months ended March 31, 2009. The fair value of the embedded conversion was estimated at the February 10, 2010 using the Black-Scholes model with the following assumptions: risk free interest rate: 2.69%; expected dividend yield: 0%: expected life: 5 years; and volatility: 234.66%.





The derivative liability was $-0- and $1,257,567 at March 31, 2010 and December 31, 2009, respectively.





B Green, previously a subsidiary of the Company, had entered into a temporary administrative services agreement with iVoice. The administrative services agreement continues on a month-to-month basis until B Green Innovations, Inc. has found replacement services for those services being provided by iVoice or can provide these services for itself. The administrative services agreement provides that accrued and unpaid administrative services shall be aggregated and converted into a Convertible Promissory Note. The principal and interest shall be due and payable as follows: (a) interest shall accrue monthly on the unpaid balance and shall be paid annually, and (b) principal shall be payable on demand. The terms of this agreement are to similar to the terms of the agreement between iVoice Technology, Inc. and iVoice, Inc. as described above in this footnote.
  On June 30, 2008, the Company converted its outstanding B Green accounts payable to iVoice, Inc., for unpaid administrative services, in the amount of $8,000 into a convertible promissory note at the rate of prime plus 1 percent per annum. Additional amounts may be added to this note based on any unpaid administrative services, and will accrue interest at the above specified rate from date of advance until paid.





Effective November 17, 2009, the Company’s subsidiary at the time and iVoice mutually agreed to terminate and extinguish any all obligations between the parties pursuant to the following agreements:


a. The Administrative Services Agreement dated March 1, 2007 by and between B Green Innovations, Inc. (subsidiary) and iVoice, Inc.


b. The Convertible Promissory Note dated May 5, 2008 issued by B Green Innovations, Inc. payable to iVoice, Inc.


c. The Security Agreement dated May 5, 2008 by and between B Green Innovations, Inc. and iVoice, Inc.





As a result of the above the Company extinguished a total of $63,875 of a Convertible Promissory Note and accrued interest of $2,140. The total of $66,015 was recorded in the balance sheet as additional paid-in capital as since this is classified as a related party transaction as December 31, 2009.




For the three months ended March 31, 2009 the Company recorded a Loss on Valuation of Derivative in the amount of $214,987.




16
 Table of Contents




B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 9 Income taxes





The tax effect of temporary differences, primarily net operating loss carry-forwards, asset reserves and accrued liabilities, gave rise to the Company's deferred tax asset in the accompanying March 31, 2010 and December 31, 2009 consolidated balance sheets. 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.





On January 7, 2010, the Company received $232,491 from the sale of New Jersey state net operating losses.





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.




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 3% 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 shares of Series A 3% Preferred Stock to iVoice, Inc. for $1,444,444.   As of March 31, 2010 and December 31, 2009, dividends in arrears on Series A Secured Preferred Stock amounted to $286,925 and $260,791, respectively.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 3% Secured 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.





17
 Table of Contents


B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 10 Capital Stock (continued)




a)
Preferred Stock (continued)




d.
Series A 3% Preferred Stock is convertible, at the option of the holder with the consent of the Corporation, at any time after the date of issuance of such share into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Series A Initial Value, as may be adjusted from time to time, by the Conversion Price applicable to such share. The "Conversion Price” per share shall be calculated as the closing bid price of the Class A Common stock on the last trading day immediately prior to the date that the Notice of Conversion is tendered to the Corporation, subject to certain adjustments.
 e.
The holders of shares of Series A Preferred Stock shall be prohibited from converting shares of Series A Preferred Stock, and the Corporation shall not honor any attempted conversion of Series A Preferred Stock, if, and to the extent, the shares of Common Stock held by such converting holder of Series A Preferred Stock following any attempted conversion would exceed 9.99% of the outstanding shares of Common Stock of the Corporation after giving effect to such conversion.


On February 10, 2010, iVoice, Inc. agreed to purchase 1,219 shares of the Company’s 3% Preferred Stock for $1,100,000 in cash and a convertible note, including accrued interest, in the amount of $119,000.




As of March 31, 2010, 2,663 shares of Series A 3% Preferred Stock are issued and outstanding.




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: 5.47%; expected dividend yield: 0%: expected life: 5 years; and volatility: 265.44%. Prior to amendment, the stock had a feature that grants holders the right to convert the stock into common shares based upon 80% of the lowest price the Company has ever issued its Class A Common Stock. Due to this conversion feature the entire investment was deemed a dividend. For the year ended December 31, 2008, $1,444,444 of preferred stock accretion was recognized in the consolidated statements of operations. As noted above, an amendment was made which eliminated the conversion feature.




b)
Class A Common Stock





As of March 31, 2010, there are 10,000,000,000 shares of Class A Common Stock authorized, no par value, and 600,309,870 shares were issued, and 599,115,387 shares were outstanding, and 1,194,483 shares were issued pending conversion by YA Global Investments.




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.




18
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 10                    Capital Stock (continued)




c)
Class B Common Stock




As of March 31, 2010, there are 50,000,000 shares of Class B Common Stock authorized, par value $.01 per share. 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 iVoice Technology, 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 iVoice Technology, 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. As of March 31, 2010 there are 115,025 shares issued and outstanding.


d)
Class C Common Stock


As of March 31, 2010, 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, 2010, no shares were issued or outstanding.




Note 11 Stock Options




During 2005, the Company adopted the 2005 Stock Incentive Plan and the 2005 Directors’ and Officers’ Stock Incentive Plan (“Plan”) in order to attract and retain qualified personnel.  Under the Plan, the Board of Directors, in its discretion may grant stock options (either incentive or non-qualified stock options) to officers, directors and employees.  The Company has not issued any stock options as of March 31, 2010.





19
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 12 Fair Value Measurements





FASB Codification Topic 820-10, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements; however, it does not require any new fair value measurements, rather, its application is made pursuant to other accounting pronouncements that require or permit fair value measurements.





As defined in FASB ASC 820-10, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.





Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. FASB Codification Topic 820-10, Fair Value Measurements and Disclosures includes a fair value hierarchy that is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy consists of the following three levels:





Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.





Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.





Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.





20
 Table of Contents




B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 12 Fair Value Measurements (continued)





The valuation techniques that may be used to measure fair value are as follows:





Market approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities





Income approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method





Cost approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)





As of January 1, 2010, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU 2010-06”) which requires additional disclosures about the various classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements and the transfers between Levels 1, 2, & 3. The requirement for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements are effective for interim and annual reporting periods beginning after December 15, 2010 and will be adopted by the Company on January 1, 2011.





The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of March 31, 2010 and December 31, 2009. As required by FASB ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.





The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.




21
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 12 Fair Value Measurements (continued)




March 31, 2010

Level I


Level II


Level III


TotalTotal Assets

$
-


$
-


$
-


$
-Derivative liabilities


-



-



-



-Total Liabilities

$
-


$
-


$
-


$
-
  December 31, 2009

Level I


Level II


Level III


TotalTotal Assets

$
-


$
-


$
-


$
-Derivative liabilities


-



1,254,567



-



1,254,567Total Liabilities

$
-


$
1,254,567


$
-


$
1,254,567


Effective this January 1, 2009, we implemented FASB ASC 820-10, formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or SFAS 157, for our nonfinancial assets and liabilities that are re-measured at fair value on a non-recurring basis. The adoption of FASB ASC 820-10 for our nonfinancial assets and liabilities that are re-measured at fair value on a non-recurring basis did not impact our financial position or results of operations; however, could have an impact in future periods. In addition, we may have additional disclosure requirements in the event we complete an acquisition or incur impairment of our assets in future periods.




22
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009







Note 13  Segment Data










March 31, 2010
 “Green” Products


IVR


Corporate/

Reconciling

Items


TotalNet sales

$
41,189


$
1,211


$
-


$
42,400Cost of sales


25,412



-



-



25,412Gross profit


15,777



1,211



-



16,988General and administrative


-



-



139,777



139,777Interest, net


-



-



2,132



2,132Amortization of debt discount


-



-



-



-Loss on valuation of derivative


-



-



382,128



382,128Gain on extinguishment of derivative


-



-



(1,636,695
)


(1,636,695
)Other income


-



-



(247,491
)


(247,491
)-



-



(1,360,149
)


(1,360,149
)Income (loss) before taxes

$
15,777


$
1,211


$
1,360,149


$
1,377,137
 
 March 31, 2009
 “Green” Products


IVR


Corporate/

Reconciling

Items


TotalNet sales

$
5,244


$
9,786


$
-


$
15,030Cost of sales


9,221



-



-



9,221Gross profit


(3,977
)


9,786



-



5,809General and administrative


-



-



141,123



141,123Interest, net


-



-



9,633



9,633Amortization of debt discount


-



-



14,033



14,033Loss on valuation of derivative


-



-



666,877



666,877831,666



831,666Income (loss) before taxes

$
(3,977
)

$
9,786


$
(831,666
)

$
(825,857
)


Note 14                   New Accounting Pronouncements





In October 2009, the FASB issued Accounting Standards Update 2009-13, “Revenue Recognition (Topic 605)”. This Update provides amendments to the criteria in Subtopic 605-24 for separating consideration in multiple-deliverable revenue arrangements. It establishes a hierarchy of selling prices to determine the selling price of each specific deliverable which includes vendor-specific objective evidence (if available), third-party evidence (if vendor-specific evidence is not available), or estimated selling price if neither of the first two are available. This Update also eliminates the residual method for allocating revenue between the elements of an arrangement and requires that arrangement consideration be allocated at the inception of the arrangement. Finally, this Update expands the disclosure requirements regarding a vendor’s multiple-deliverable revenue arrangements. This Update is effective for fiscal years beginning on or after June 15, 2010. We do not anticipate any material impact from this Update.





In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Fair Value Measurements and Disclosures (the “Update”), which provides amendments to Accounting Standards Codification 820-10 (Fair Value Measurements and Disclosures – Overall Subtopic) of the Codification.  The Update requires improved disclosures about fair value measurements.  Separate disclosures need to be made of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with a description of the reasons for the transfers.  Also, disclosure of activity in Level 3 fair value measurements needs to be made on a gross basis rather than as one net number.  The Update also requires: (1) fair value measurement disclosures for each class of assets and liabilities, and (2) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements, which are required for fair value measurements that fall in either Level 2 or Level 3.  The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  The enhanced disclosure requirements have not had a material impact on the Company’s financial reporting.





Note 15                    Subsequent Events





On April 30, 2010, the Administrative Services Agreement between the Company and iVoice, Inc. was amended as follows:


a.
The agreement will commence effective January 1, 2010.


b.
The monthly fee will increase to $5,000 per month and will be evidenced by a Convertible Promissory Note, the terms of which are as follows:


i.
Interest will accrue in the unpaid balance at the rate of prime plus 1 percent per annum.


ii.
Additional advances to include Fees accrued pursuant to the Administrative Services Agreement will be added to the principal of this note and will accrue interest at the above specified rate.


iii.
The interest shall accrue monthly and be paid annually.


iv.
The principal is payable on demand.





23
 Table of Contents





B GREEN INNOVATIONS, INC.
 RESTATEDNOTES TO CONDENSED FINANCIAL STATEMENTS (continued)
 March 31, 2010 and 2009




Note 15                    Subsequent Events (continued)















v.
The holder may elect payment of the principal and/or interest at the Holder’s sole discretion, owed pursuant to this Note by requiring the Maker to issue to the Holder, or his assigns either: (i) one Class B common stock share of the Maker, no par value per share, for each dollar owed, (ii) the number of Class A common stock shares of the Maker calculated by dividing (x) the sum of the principal and interest that the Holder has decided to have paid by (y) fifty percent (50%) of the lowest issue price of Class A common stock, or (iii), exchange the iVoice Market value by the Series A Initial Value, as defined in the Company’s Certificate of Incorporation. The Holder may elect payment of the principal of this Note, before any repayment of interest.


vi.
This note may be prepaid in full or in part at any time without penalty.


vii.
In the event of (a) default in payment of any installment of principal or interest hereof as the same becomes due and such default is not cured within ten (10) days from the due date, or (b) default under the terms of any instrument securing this Note, and such default is not cured within fifteen (15) days after written notice to maker, then in either such event the Holder may, without further notice, declare the remainder of the principal sum, together with all interest accrued thereon, and the prepayment premium, if any, at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. The unpaid principal of this Note and any part thereof, accrued interest and all other sums due under this Note shall bear interest at the rate of prime plus 2 percent per annum after default until paid.


Note 16 Restatements


This amendment is being filed in order to incorporate the Segment Data footnote and to reverse accrued dividends which have not been declared.  No other change has been made, and the information contained in this Report has not been updated.  For more current information regarding the Company, readers should refer to the more recent reports filed by the Company with the Securities and Exchange Commission.
 
 The following table summarizes the changes:
 
 Balance Sheets as of :
 
 March 31, 2010

As Reported


March 31, 2010

As Restated


December 31, 2009

As Reported


December 31, 2009

As RestatedTotal Assets

$
1,555,561


$
1,555,561


$
307,568


$
307,568Total Liabilities


1,324,762



1,037,837



2,646,538



2,385,747Stockholders’ Deficit


230,799



517,724



(2,338,970
)


(2,078,179
)Total Liabilities & Stockholders’ Deficit

$
1,555,561


$
1,555,561


$
307,568


$
307,568
 
 
 Statements of Operations for the Three Months Ended
 
 March 31, 2010

As Reported


March 31, 2010

As Restated


March 31, 2009

As Reported


March 31, 2009

As RestatedNet Loss

$
1,377,137


$
1,377,137


$
(825,857
)

$
(825,857
)Net Loss Attributable to Common Shareholders

$
1,351,003


$
1,377,137


$
(861,968
)

$
(825,857
)Basic and diluted  loss per common share

$
0.00


$
0.00


$
(0.00
)

$
(0.00
)
  24
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Part II.  Other Information





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.




29
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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.





Company NameDate: November 16, 2010
By:
/s/Jerome MahoneyJerome MahoneyPresident, Chief Executive Officer andChief Financial Officer





30
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INDEXOF 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.







31
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