8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): November 3, 2010

B Green Innovations, Inc.

(Exact name of registrant as specified in its chapter)

New Jersey	333-120490	20-1862731
(State of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
750 Highway 34, Matawan, NJ		07747
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:       (732) 441-7700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 - Other Events

Item 8.01 Other Events.

On November 3, 2010, the Company entered into a non-binding Letter of Intent with Duzall Inc. (“Duzall”) that summarizes the principal terms with respect to the proposed acquisition by a wholly owned subsidiary of the  Company of substantially all of the assets of Duzall.  The Letter of Intent is filed herein as an exhibit to this Form 8-K.

On November 9, 2010, the Company issued a press release announcing the signing of the Letter of Intent with Duzall.  The press release is attached herein as an exhibit to this Form 8-K.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Letter of Intent dated November 3, 2010 by and between B Green Innovations, Inc. and Duzall, Inc.

99.2 Press release dated November 9, 2010 announcing the signing of the Letter of Intent dated November 3, 2010 by and between B Green Innovations, Inc. and Duzall, Inc.

SIGNATURE

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: November 12, 2010                                                                           By:     /s/ Jerome Mahoney                     

Jerome Mahoney

President and Chief Executive Officer

INDEX OF EXHIBITS

99.1              Letter of Intent dated November 3, 2010 by and between B Green Innovations, Inc. and Duzall, Inc.

99.2              Press release dated November 9, 2010 announcing the signing of the Letter of Intent dated November 3, 2010 by and between B Green Innovations, Inc. and Duzall, Inc.

EX-99.1

Exhibit 99.1

B Green Innovations, Inc.

750 Highway 34

Matawan, NJ 07747

November 3, 2010

Mr. Roger Jackson

Duzall, Inc.

8535 33 Ave NW

Calgary Alberta T3B 1M2

Re:           Letter of Intent to Acquire Duzall, Inc.

Dear Mr. Jackson:

I am pleased to provide you with this non-binding Letter of Intent, except where indicated herein, which sets forth our understanding with respect to the proposed terms and conditions under which a newly-formed and wholly owned subsidiary (“Newco”) of B Green Innovations, Inc. (“B Green Innovations”) will substantially all of the assets of Duzall Inc. (“Duzall”), a corporation formed under the laws of Alberta Canada.

This Letter of Intent is subject in all respects to the completion of our due diligence, including evaluating Duzall patent, business plan, manufacturing, sales and marketing.  This letter is an indication of our intention to acquire substantially all of the assets of Duzall, but it is not an offer.  Any offer by Newco will be subject to the negotiation and execution of a definitive asset purchase agreement by and between B Green Innovations and Duzall. 

While the terms and conditions of this Letter of Intent are non-binding as to the parties hereto (except where otherwise noted), the parties agree to act in good faith towards negotiating and executing a binding asset purchase agreement which substantially incorporates the terms and conditions enunciated herein.

This non-binding Letter of Intent constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes other prior agreements and understandings between the parties, both oral and written, regarding such subject matter and may not amended without the written consent of the parties hereto.

Neither this non-binding Letter of Intent nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.  Subject to the preceding sentence, this non-binding Letter of Intent will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Accordingly, this Letter of Intent describes a proposed transaction involving the acquisition of certain assets of Duzall by Newco as follows:

A.  All Assets of Duzall.

B.  Liabilities of Duzall none being acquired.

C.  Purchase Price The shareholders of Duzall will receive 20% of the issued and outstanding shares of Newco’s Class A common Stock, B Green Innovations will continue to own 80% of Newco’s Class A Common Stock, Roger Jackson will receive a seven percent (7%) of gross margin from sales of Newco.

D.  Capitalization B Green Innovations will use its best efforts prior to the consummation of the contemplated transaction, to raise the proper capital required to launch Newco:

E.  Board of Directors The Newco Board shall consist of three (3) members.  B Green will elect two directors, and Duzall will elect one director. 

F.  Change in Control If B Green sells Newco, Roger Jackson will continue to receive his seven percent (7%) royalty and Duzall shareholders owning twenty percent (20%) of Newco, shall receive instead thirty percent (30%) of the sale price.

G. Marketing Infomercial As part of Newco’s marketing strategy, Newco intends to create an infomercial for its product.

H. Duzall Buy Back Provision Thirty-six (36) months from the closing date of the contemplated transaction, if sales minimums (the sales minimums to be determined,) are not met by Newco, the shareholders of Duzall will have the right to buy back the assets, that were sold to Newco, for the total amount invested into Newco, plus expenses, plus twenty-five percent (25%).

I.  Employment Agreements Roger Jackson shall enter into an employment agreement at the rate of not less than Seventy Thousand Dollars (US$70,000) per annum.

The employment agreements shall require that Roger Jackson work for Newco on a full-time basis, and will further provide that Roger Jackson will not compete with the business of Newco anywhere in the United States or Canada for a period of two (2) years following the date that he leaves the employment of Newco.

J.   Expenses B Green Innovations and Duzall will each be responsible for their respective legal and professional fees.

K.  Pre-Closing Covenants The parties will use their best efforts to obtain all necessary third party and government consents (including all certificates, permits, approvals, and assignments required in connection with the transaction).  Duzall will continue to operate its business consistent with its past practices.

L.  Best Efforts The parties agree to negotiate in good faith, and to use their best efforts to: (a) to execute a definitive agreement with respect to the transaction as expeditiously as possible, on or before  March 15 2011, and (b) close the transaction on the date of execution of the definitive agreement.

M.  Conditions to Obligation Neither B Green, Newco or Duzall will be obligated to consummate the transaction contemplated hereby unless and until the parties have reached a definitive agreement as to all the terms and conditions of the acquisition. 

N.  Due Diligence Duzall agrees to cooperate with B Green due diligence investigation of its business and to provide B Green Innovations and its representatives with prompt access to all books, records, contracts, and other information pertaining to the business (the “Due Diligence Information”).

O.  Confidentiality B Green Innovations will use the Due Diligence Information solely for the purpose of B Green’s due diligence investigation of the business of  Duzall and unless and until the parties consummate the transaction, B Green, its affiliates, directors, officers, employees, advisors and agents will keep the due diligence information strictly confidential.

The parties acknowledge that B Green, Inc. may issue a press release, in its sole discretion, and file a Current Report on Form 8-K with the SEC at such time as this Letter of Intent is executed and issuing a press release.

P.  Exclusive Dealing Since B Green Innovations will be expending a great deal of time, effort, and money to complete its due diligence and to prepare a definitive agreement, Duzall agrees to deal exclusively with B Green Innovations until March 15, 2011, or until such earlier date as the parties mutually agree.  Duzall will not, directly or indirectly, (i) solicit the submission of offers from any person or entity, (ii) respond in any way to an unsolicited acquisition proposal, (iii) participate in any discussions or negotiations or furnish any non-public information regarding Duzall to any person or entity other than B Green, or otherwise encourage any acquisition proposal by any person or entity other than B Green, or (iv) enter into any agreement or understanding, whether oral or in writing, that would have the effect of preventing the consummation of the transaction contemplated by this Letter of Intent. &# 160;This section of the Letter of Intent shall be binding on the parties hereto.

Q.  Closing It is the intention of the parties hereto to close this transaction on or about March 15, 2011.

R.  Term of Letter of Intent This Letter of Intent shall become effective only upon receipt of an executed copy of this letter by B Green Innovations from Duzall

S.  Key man Life Insurance Roger Jackson agrees to submit to a medical exam as required by the prospective life insurance carrier selected by B Green. To the best of his knowledge, Roger Jackson is insurable under standard life insurance policy rates.

If you are in agreement with the terms of this Letter of Intent, please sign where indicated below.  Upon receipt of the signed copy, we will proceed with our plans for consummating the transaction in a timely manner.

This Letter of Intent expires on Thursday, November 4, 2010.

Sincerely,

Jerry Mahoney

Chief Executive Officer

B Green, Inc.

AGREED TO AND ACCEPTED BY:                                                                                     

Duzall Inc., Inc.                                

By:___________________________

Roger Jackson

Title: _____________________

Date:_______________________

EX-99.2

Exhibit 99.2

B Green Innovations Enters into Letter of Intent To Acquire the Assets of Duzall, Inc.

Duzall with its Unique Patented Design

Crushes Beverage Containers to a Fraction of Their Original Size

Matawan, NJ, November 9 2010– B Green Innovations, Inc (OTCBB: BGNN) announced today that it signed a non-binding Letter of Intent to acquire substantially all of the assets of Duzall, Inc (“Duzall”). The transaction, which is subject to due diligence, the usual and customary conditions, and entering into a definitive agreement, is expected to close in March 2011. It is anticipated that Duzall assets will be acquired by a wholly owned subsidiary of B Green Innovations.

As people become more aware, they want to do their part to save the environment by recycling, but storage space is a problem and it takes time and costs money to make all those trips to the recycle depot. DUZALL™ crushes beverage containers to a fraction of their original size so less space is required to store all of these containers until there are enough to make a trip to the bottle depot worthwhile.

To view Duzall in action follow this link:

http://duzall.com/index4.html

Roger Jackson, founder of Duzall stated, “Our Company is built on the fundamental values of providing affordable superior quality products while contributing to a solution for the abundance of waste globally; we are part of the solution to an escalating environmental issue”.

Jerry Mahoney, Founder of B Green, remarked, “We are excited to be working with Duzall, we believe the product has great sales synergy with our existing network and potentially enormous opportunity as an Infomercial combined with our VibeAway® .” Mahoney added, “We continue to work to find and complete acquisitions that offer excellent growth potential and have management teams committed to success.”

About B Green Innovations:

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.

Certain information included in this press release, may contain forward-looking statements about our current and expected performance trends, growth plans, business goals and other matters. These statements may be contained in our filings with the Securities and Exchange Commission, in our press releases, in other written communications, and in oral statements made by or with the approval of one of our authorized officers. Information set forth in this press release contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Private Securities Litigation Reform Act of 1995 (the "Act") provides certain "safe harbor" provisions for forward-looking statements. The reader is cautioned that such forward-looking statements are b ased on information available at the time and/or management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. Forward-looking statements are typically identified by the use of terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "might," "plan," "predict," "project," "should," "will," and similar words, although some forward-looking statements are expressed differently. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.

For more information please visit:

http://www.bgreeninnovations.com/

Contact:

Dolores Serafin

732-441-7700