UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 19, 2016

Date of Report (Date of earliest event reported)

B GREEN INNOVATIONS, INC. 

(Exact name of registrant as specified in its charter)

(732) 696-9333

Registrant’s telephone number, including area code

_____________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 19, 2016, the registrant’s Board of Directors entered into a Debt Conversion Agreement (the “Agreement”) with Jerome Mahoney. As per the terms of the Agreement, Mr. Mahoney has agreed to accept 46,183,794 restricted shares (the “Debt Shares”) of B Green Innovations, Inc. (the “Company”) in satisfaction of amounts due to Mr. Mahoney from all cash loans and other payments made to creditors by Mr. Mahoney on behalf of the Company. Following the Agreement, the total debt owed to Mr. Mahoney has been paid in full, including all principal and accrued interest. (See Exhibit 10.3)

In addition, on July 19, 2016, the registrant’s Board of Directors entered into a Debt Conversion Agreement (the “Agreement”) with Meritz & Muenz, LLP (MMLLP). As per the terms of the Agreement, MMLLP has agreed to accept 46,183,794 restricted shares (the “Debt Shares”) of the Company in satisfaction of amounts due to MMLLP from all cash loans and other payments made to creditors by MMLLP on behalf of the Company. Following the Agreement, the total debt owed to MMLLP has been paid in full, including all principal and accrued interest. (See Exhibit 10.4)

The total debt settled with above mentioned creditors exceeds $800.000

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

On July 19, 2016, a change in control of the Company occurred by virtue of the Company's largest shareholder, President and CEO, Jerome Mahoney selling 761,922 shares of the Company's 3% Series A Preferred stock to the Mina Mar Group, Inc (C/O Miro Zecevic) Such shares represent 100% of the Company's total issued and outstanding shares of 3% Series A Preferred stock. As part of the sale of the shares, Mr. Mahoney arranged with Mina Mar Group, Inc. prior to resigning as the sole Officer and member of the Company's Board of Directors and to appoint new officers and directors of the Company (see Item 5.02 below and Exhibit 10.2) On July 29, 2016 Mina Mar Group Inc,as a preferred shareholder entered into an agreement with a Chinese based special purpose company (SPC) organization which amongst other things will pave the way for the company to restructure and eliminate all debts and change its business model and operations from an environmental distribution company to a medical supplement company. The SPC also appointed Mina Mar Group, Inc (C/O Miro Zecevic) with the power of operational agreement to carry out all necessary corporate actions as outlined in ITEM 7.01 on behalf of the new incoming management and preferred shareholder.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS 

Effective August 7, 2016, the Company accepted the resignation of Jerome Mahoney as the sole Officer of the Company and as the sole member of the Company’s Board of Directors. The resignation of Mr. Mahoney was not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Simultaneously, Ms. Miro Zecevic, was elected as the Company’s sole Officer and sole member of the Company’s Board of Directors.

Miro Zecevic has extensive knowledge in micro cap public companies. Mr. Zecevic has experience in restructuring companies, investment banking, investor relations, marketing media and corporate compliance. Mr. Zecevic was CEO and founder of a successful investment relations firm where he incorporated over 300 employees in Europe and Canada. He helped many small public companies achieve success through media awareness and regulatory compliance services. In addition, Mr. Zecevic has held officer and director positions in several public and private companies.

ITEM 5.03    AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On August 1, 2016, the Company filed an Amendment to the Articles of Incorporation with the New Jersey SOS whereby Article III, Preferred Stock, Section C (3) was amended and restated. (See Exhibit 10.5)

On August 23, 2016 the Company formalized an operational agreement with its current in transition CEO Miro Zecevic which will allow the management to do any needful corporate actions to restructure the company and prepare the company for future expansions and operations including any China based operations moving forward without the need to obtain any prior notice from any current or interim or incoming Board Members.

ITEM 7.01 REGULATION FD DISCLOSURE

The Company has also secured a $500,000 line of credit with its majority shareholder, Mina Mar Group, Inc., for the purpose of setting up the SPC company to be China law compliant and restructuring and negotiating the settlement of all outstanding debt with its creditors. The debt settlement and SPC is condition precedent in finalizing the change of control of preferred shares and commencement of Pharma and China based operation’s. However, if the Company cannot come to an agreeable settlement with its creditors, it intends to seek protection under Chapter 11 reorganizational proceedings. In the event the current management cannot or unwilling to secure a SPC company for the Company and the reorganizational proceedings become cost prohibitive the Company intends to deregister from being a reporting issuer and will report its activities with OTC Markets via alternative reporting methods.

In the interim and in an effort to lower operating costs and streamline the administrative process, the Company’s New Jersey office has been temporarily relocated to the interim majority shareholder’s corporate offices at 224 Datura Street, West Palm Beach, FL, 33401

The Company will affect a name change and reverse stock split of 2,000:1 ratio for its common stock during its corporate reorganizational proceedings.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

___________________

*To be filed by amendment

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

B GREEN INNOVATIONS, INC. 

DATE: August 24, 2016

By: /s/ Miro Zecevic

Name: Miro Zecevic

Title: President

Exhibit 10.2

STOCK (CONTROL STOCK) PURCHASE AGREEMENT

This Stock Purchase Agreement (the “Agreement”) is made and effective July 19, 2016.

RECITALS

WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the preferred capital stock of the Company, a New Jersey company, which Company has issued 761,922 shares of 3% Series A Preferred Stock

and

WHEREAS, the Purchaser desires to purchase said stock and the Seller desires to sell said stock, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Company's Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE

Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller the Company's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Company's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing"), shall be held on July 19, 2016 at or such other date and time as the parties hereto may otherwise agree.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE

The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

3. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby warrants and represents:

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Company which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

5. ENTIRE AGREEMENT

This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

6. SECTIONS AND OTHER HEADINGS

The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

7. GOVERNING LAW

This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey The parties herein waive trial by jury and agree to submit to the jurisdiction and venue of a court located in New Jersey.

8. ATTORNEY’S FEES

In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

9. INFORMATION

The Purchaser and its advisors, if any, have been furnished with or have had access to all materials relating to the business, have had access to all of the Securities Exchange Act of 1934 (the “1934 Act”) filings and press releases filed and issued by the Company, finances and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Purchaser. The Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other due diligence investigations conducted by the Purchaser or its advisors, if any, or its representatives shall modify, amend or affect the Purchaser's right to rely on the Company's representations and warranties contained in Section 3 below. The Purchaser understands that its investment in the Shares involves a high degree of risk. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

1. CONSIDERATION

As total consideration for the purchase and sale of the Company's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of One Dollar ($1.00) such total consideration to be referred to in this Agreement as the "Purchase Price".

2. PAYMENT

The Purchase Price shall be paid as follows: