UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section13~~Section ~~or15~~13 or 15(d) of the Securities Exchange Act of 1934

~~Date~~July ~~of Report (Date of earliest reported event): November 13~~19, ~~2012~~2016

~~B Green~~Date ~~Innovations,~~of ~~Inc.~~Report (Date of earliest event reported)

~~(Exact name~~B ofGREEN ~~registrant~~INNOVATIONS, ~~as specified in its chapter)~~INC.

New Jersey	333-120490	20-1862731
(State of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

750 Highway 34, Matawan, NJ 07747

New Jersey		333-120490		20-1862731
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices) (Zip Code)

750 Highway 34, Matawan, New Jersey

07747

(Address of principal executive offices)

(Zip Code)

~~Registrant’s telephone number, including area code:~~ (732) ~~441~~696-~~7700~~9333

~~Check~~Registrant’s ~~the appropriate~~telephone ~~box~~number, ~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under~~including ~~any~~area ~~of the following provisions (see General Instruction A.2. below):~~code

~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~_____________________________________

~~☐ Soliciting~~(Former ~~material~~name ~~pursuant~~or former toaddress, ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

~~☐ Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~is ~~pursuant~~intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.14d-2(b))~~the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section 3~~ITEM -1.01 ~~Securities~~ENTRY ~~and~~INTO ~~Trading~~A ~~Markets~~MATERIAL DEFINITIVE AGREEMENT

~~Item~~On July 19, 2016, the registrant’s Board of Directors 3entered into a Debt Conversion Agreement (the “Agreement”) with Jerome Mahoney.03 ~~Material~~As ~~Modification~~per the terms of the Agreement, Mr. Mahoney has agreed to ~~Rights~~accept 46,183,794 restricted shares (the “Debt Shares”) of ~~Security~~B ~~Holders~~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)

~~Effective September~~In 26addition, ~~2014~~on July 19, 2016, the ~~Company~~registrant’s ~~Class~~Board of aDirectors ~~Common~~entered ~~Stock~~into ~~was consolidated with~~ a ~~reverse~~Debt ~~split~~Conversion inAgreement (the ~~ratio of one (1~~“Agreement”) ~~new share~~with ~~for~~Meritz ~~every~~& ~~ten~~Muenz, ~~thousand~~LLP (~~10,000~~MMLLP) ~~shares currently held by a stockholder~~. NoAs ~~fractional shares or scrip shall be issued in~~per ~~connection with~~ the ~~reverse~~terms ~~split~~of ~~and all calculations that would result in~~ the ~~issuance~~Agreement, ofMMLLP ahas ~~fractional~~agreed ~~share~~to ~~shall~~accept be46,183,794 ~~rounded up~~restricted ~~into~~shares ~~One~~ (~~1) whole new share. Prior to~~ the ~~reverse~~“Debt ~~split,~~Shares”) ~~there were a total~~ of ~~ten~~the ~~billion (10,000,000,000) Class A Common~~Company ~~Stock~~in ~~Shares,~~satisfaction noof ~~par~~amounts ~~value~~due ~~per~~to ~~share~~MMLLP ~~authorized,~~from ofall ~~which~~cash ~~4,916,172,925~~loans ~~Class~~and Aother ~~Common~~payments ~~Stock~~made ~~Shares,~~to nocreditors ~~par~~by ~~value~~MMLLP ~~per~~on ~~share~~behalf ~~were issued~~of ~~and~~the ~~outstanding~~Company. Following the ~~reverse split~~Agreement, ~~there~~the ~~will~~total bedebt ~~491,618~~owed ~~shares~~to ofMMLLP ~~Class~~has Abeen ~~Common~~paid ~~Stock~~in ~~Shares~~full, noincluding ~~par~~all ~~value per~~principal ~~share~~and ~~issued~~accrued ~~and~~interest. ~~outstanding~~(See Exhibit 10.4)

~~Additionally, the~~The ~~number~~total ofdebt ~~authorized~~settled ~~Class~~with Aabove ~~Common~~mentioned ~~Stock~~creditors ~~Shares was reduced from ten billion (10,000,000,000) no par value per share to five~~exceeds ~~hundred million (500,~~$800.000~~,000) no par value per share~~

~~Section 4~~ITEM -5.01 ~~Matters~~CHANGES ~~Related~~IN toCONTROL ~~Accountants~~OF ~~and Financial Statements~~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 4entered 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.01 ~~Changes~~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 ~~Registrant’s~~ITEM ~~Certifying~~7.01 ~~Accountant~~on behalf of the new incoming management and preferred shareholder.

InITEM a letter dated August 27, 2014, the independent accounting firm of Rosenberg, Rich, Baker, Berman & Company (“RRBB”), notified the Company that it will cease to serve as the Company’s independent registered public accountant5.02 ~~RRBB~~DEPARTURE ~~last~~OF ~~audited~~DIRECTORS ~~and provided~~OR aPRINCIPAL ~~principal~~OFFICERS; ~~accountant’s~~ELECTION ~~report~~OF ~~for~~DIRECTORS; ~~the~~APPOINTMENT ~~fiscal~~OF ~~years~~PRINCIPAL ~~ended December 31, 2010 and 2011. The Company does not understand why it received the letter from RRBB at this time.~~OFFICERS

~~Pursuant to~~Effective ~~Item~~August ~~304(a)(1)~~7, ~~for~~2016, the ~~registrant’s~~Company ~~two~~accepted the ~~most~~resignation ~~recent~~of ~~fiscal~~Jerome ~~years~~Mahoney ~~for~~as ~~which~~ the ~~principal~~sole ~~accountant~~Officer ~~was~~of ~~engaged~~the ~~ending December~~Company ~~31, 2010~~ and ~~2011,~~as ~~there~~the ~~were~~sole nomember ~~disagreements~~of onthe ~~any~~Company’s ~~matter~~Board of ~~accounting~~Directors. The ~~principles~~resignation orof ~~practices,~~Mr. ~~financial~~Mahoney ~~statement disclosure,~~was ornot ~~auditing~~due ~~scope~~to any ordisagreement ~~procedure,~~with ~~which~~the ~~disagreement(s),~~Company ifon ~~not~~any ~~resolved~~matter relating to ~~the~~its ~~satisfaction~~operations, ofpolicies ~~the~~or ~~former~~practices. ~~accountant~~Simultaneously, Ms. Miro ~~would~~Zecevic, ~~have~~was ~~caused~~elected itas tothe ~~make~~Company’s ~~reference~~sole toOfficer ~~the~~and ~~subject~~sole ~~matter~~member of the ~~disagreement(~~Company’s) Board inof ~~connection with its report~~Directors.

~~Section~~Miro 5Zecevic -has ~~Corporate~~extensive ~~Governance~~knowledge in micro cap public companies. Mr. Zecevic has experience in restructuring companies, investment banking, investor relations, marketing media and ~~Management~~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.~~2

~~On September~~ITEM 9,5.03 ~~2014,~~AMENDMENTS ~~the~~TO ~~Company~~ARTICLES ~~filed~~OF ~~with~~INCORPORATION ~~the~~OR ~~State~~BYLAWS; ofCHANGE ~~New~~IN ~~Jersey~~FISCAL ~~an Amendment to the Certificate of Incorporation (the “Amendment”) that:~~YEAR

~~1. Consolidated~~ On ~~all~~August ~~of the Class A Common Stock Shares pursuant to a reverse split in the ratio of One (~~1), ~~new share for every Ten Thousand (10~~2016,~~000)~~ ~~shares currently held by a stockholder. No fractional shares or scrip shall be issued in connection with~~ the ~~reverse~~ ~~split~~Company ~~and~~filed ~~all~~an ~~calculations~~Amendment ~~that~~to ~~would result in~~ the ~~issuance~~Articles of aIncorporation ~~fractional~~with ~~share shall be rounded up into One (1) whole new share. Prior to~~ the ~~reverse~~New ~~split,~~Jersey ~~there~~SOS ~~were~~whereby aArticle ~~total of ten billion (10~~III,~~000,000,000)~~ ~~Class~~Preferred ~~A Common~~ Stock ~~Shares~~, noSection ~~par value~~C ~~per~~(3) ~~share~~was ~~authorized,~~amended ofand ~~which~~restated. ~~4,916,172,925~~(See ~~Class~~Exhibit ~~A Common Stock~~10.5)

~~Shares~~On August 23, no ~~par~~2016 ~~value~~the ~~per~~Company ~~share~~formalized an ~~were~~operational ~~issued~~agreement ~~and~~with ~~outstanding.~~its ~~Following~~current ~~the~~in ~~reverse~~transition ~~split,~~CEO ~~there~~Miro Zecevic which will beallow ~~491,618~~the ~~shares~~management ofto ~~Class~~do Aany ~~Common~~needful corporate ~~Stock~~actions ~~Shares,~~to norestructure ~~par~~the ~~value~~company ~~per~~and ~~share~~prepare ~~issued~~the company for future expansions and ~~outstanding~~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.

2ITEM 7. ~~Authorized~~01 aREGULATION ~~reduction~~FD in the number of Class A Common Stock Shares, from ten billion (10,000,000,000) no par value per share, to five hundred million (500,000,000) no par value per share authorized to be effective immediately following the foregoing reverse split, on or about September 15, 2014 or whenever FINRA approves the reverse split, whichever date is later. DISCLOSURE

~~Item 5~~The Company has also secured a $500,000 line of credit with its majority shareholder, Mina Mar Group, Inc.07, ~~Submission~~for the purpose of ~~Matters~~setting up the SPC company to abe ~~Vote~~China law compliant and restructuring and negotiating the settlement of ~~Security~~all ~~Holders~~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.

~~On August~~In ~~28,~~the ~~2014,~~interim aand ~~majority~~in ofan ~~the~~effort ~~shareholders~~to ~~holding~~lower ~~Class~~operating Acosts and streamline ~~Class~~the Badministrative ~~common~~process, ~~stock~~the ~~shares~~Company’s ~~approved~~New ~~with~~Jersey ~~written~~office ~~consent in~~has ~~lieu~~been oftemporarily ~~meeting~~relocated to the ~~following~~interim majority shareholder’s ~~resolution:~~corporate offices at 224 Datura Street, West Palm Beach, FL, 33401

~~NOW, BE~~The ~~IT RESOLVED, that it is hereby authorized and approved for the officers of the~~ Company towill ~~file~~affect ana ~~Amendment~~name tochange ~~the Certificate of Incorporation with the State of New Jersey to effectuate the Reverse Split~~ and ~~reduce~~reverse ~~the~~stock ~~authorized Class A Common Stock to~~split ~~500,000,000 shares and that the officers~~ of ~~the Company may file any and all other necessary documentation with FINRA to effect the 1:10~~2,000:1 ~~Reverse~~ratio ~~Split~~for ofits ~~the~~common ~~Class~~stock Aduring ~~Common~~its ~~Stock~~corporate ofreorganizational ~~the Company, decrease the authorized Class A Common Stock to 500,000,000 shares and amend the Certificate of Incorporation, as appropriate~~proceedings.

~~The~~ITEM ~~following votes~~9.01. ~~were~~FINANCIAL ~~cast:~~ STATEMENTS AND EXHIBITS.

~~0 shares~~(a) ofNot ~~Class A Common Stock and~~applicable.

194,410 shares of Class B Common Stock voting totaling 53.8% of the aggregate outstanding and voting stock of the Company

	(b)	Exhibits.

		10.2 Stock Purchase Agreement, between the Jerome Mahoney and Miro Zecevic dated July 19, 2016.
		10.3 Debt Conversion Agreement, between Registrant and Jerome Mahoney dated July 19, 2016.*
		10.4 Debt Conversion Agreement, between Registrant and Meritz & Muenz, LLP dated 19, 2016.*
		10.5 Amendment to the Certificate of Incorporation*

~~Item 9.01. Financial Statements and Exhibits.~~___________________

~~(d)~~*To ~~Exhibits~~be filed by amendment

3~~.1 Amendment to the Certificate of Incorporation dated September 9, 2014.~~

~~SIGNATURE~~SIGNATURES

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

Date: October 2, 2014		B Green Innovations, Inc.
	By:	/s/ Jerome Mahoney
		Jerome Mahoney
		President and Chief Executive Officer

B GREEN INNOVATIONS, INC.

~~INDEX OF~~DATE: ~~EXHIBITS~~August 24, 2016

~~3.1~~By: ~~Amendment~~/s/ toMiro ~~the Certificate of Incorporation dated September 9, 2014.~~Zecevic

Name: Miro Zecevic

Title: President

Filing Compare · 024 Pharma, Inc.