UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. ~~20549~~ 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~ the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~January~~: 23January 28, 2010

CARBON GREEN INC. (Exact name of registrant as specified in its charter)

Nevada	333 -136027	20-4126700
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Commission File Number 333 -136027

Vysoka 26, Bratislava 81106, Slovak Republic(Address of principal executive offices and Zip Code)

Nevada	20-4126700
(State or other jurisdiction	(I.R.S. Employer
of incorporation)	Identification No.)

~~Registrant's~~Vysoka ~~telephone~~26, ~~number~~Bratislava 81106, Slovak Republic (Address of principal executive offices, including ~~area~~Zip ~~code~~Code) ~~421.2.5292.6300~~

~~N/A~~Registrant’s ~~(Former~~telephone ~~name~~number, orincluding ~~former~~area ~~address, if~~code: ~~changed~~421.2.5292.6300 ~~since last report)~~

~~Check~~N/A(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~ address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing~~report) ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

~~[ ] Written communications~~Check ~~pursuant~~the toappropriate ~~Rule~~box ~~425~~below ~~under~~if the ~~Securities~~Form ~~Act~~8-K ~~(17~~filing ~~CFR 230.425)~~is ~~[ ] Soliciting~~intended ~~material pursuant~~ to ~~Rule~~simultaneously ~~14a-12~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a -12) [~~ registrant ~~] Pre-commencement~~under ~~communications~~any ~~pursuant~~of ~~to Rule 14d-2(b) under~~ the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240.14d~~Instruction -A.2~~(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~.~~13e~~ ~~-4(c~~below)):

~~Item~~[ ] ~~5.02~~Written ~~Departure~~communications ofpursuant ~~Directors~~to orRule ~~Certain~~425 under ~~Officers;~~the ~~Election~~Securities ofAct ~~Directors;~~(17 ~~Appointment~~CFR of230.425) ~~Certain Officers; Compensatory Arrangements of Certain Officers~~

~~Effective~~[ ] Soliciting ~~January~~material ~~23,~~pursuant ~~2010,~~to J.Rule ~~David Brow resigned from our~~14a-12 ~~board~~under ofthe ~~directors.~~Exchange ~~There~~Act ~~was~~(17 noCFR ~~disagreement between Mr~~240.14a ~~Brow~~-12) ~~and our company’s policies or procedures.~~

~~Also~~[ ] ~~effective~~Pre-commencement ~~January~~communications ~~23,~~pursuant ~~2010,~~to ~~we appointed John Novak, Ken~~Rule ~~Lee,~~14d-2(b) ~~Peter~~under ~~Jensen~~the ~~and~~Exchange ~~Adi~~Act ~~Muljo~~(17 toCFR ~~our~~240.14d ~~board~~-2(b)) ~~of directors.~~

~~John~~[ ] ~~Novak,~~Pre-commencement ~~President~~communications ~~and~~pursuant ~~Director~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~Mr.~~Item ~~Novak has over 22 years of experience as an entrepreneur and businessman~~5.02 HeDeparture ~~is a co-founder~~ of ~~CBp~~Directors ~~Carbon~~or ~~Industries~~Certain ~~Inc.~~Officers; ~~and~~Election served as its managing director, president and chief executive officer from 2004 until December, 2009, where he was responsible for all strategic matters including corporate direction, financial management and governmental relations. For the past 19 years, he has participated in the development of ~~business~~Directors; ~~ventures~~Appointment ~~in Central and Eastern Europe in sectors as diverse as manufacturing, real estate development, name brand product distribution and investment. He served as a Senior Advisor to the Managing Director~~ of ~~Creditanstalt~~Certain ~~Bank~~Officers; inCompensatory ~~Austria~~Arrangements ~~(now a subsidiary~~ of ~~Bank~~Certain ~~Austria Group) where he helped create investment strategies in the burgeoning field of privatization during the 1990’s in Eastern Europe~~Officers. From 2004 until 2006, Mr. Novak served as the President of the Slovak-Canadian Chamber of Commerce, regularly interacting with high level government officials and businessmen in the promotion of new business initiatives.

~~Ken~~On ~~Lee~~January 28, ~~Secretary~~2010, ~~Vice~~Carbon ~~President~~Green Inc. (the “Company”) entered into a Consulting Services Agreement (the “Consulting Agreement”) dated effective as of January 15, ~~Finance~~2010 (the “Effective Date”) with Mr. David William Thursfield and ~~Director~~Greenwood Commerce Limited (“Greenwood”), a wholly owned subsidiary of the Company, whereby Mr. Thursfield agreed to serve as Greenwood’s Chief Operating Officer and to provide certain services to Greenwood as follows:

~~Mr.~~(i) ~~Lee~~the ~~was~~Consultant anshall ~~owner~~familiarize himself thoroughly with the history, structure, finances and operations of Greenwood and ~~chartered~~its ~~accountant~~affiliates and with ~~Jung &~~the ~~Lee~~technology, ~~Chartered~~engineering ~~Accountants~~and ~~from~~technical ~~November,~~details ~~1980~~of tothe ~~May,~~technology; ~~2009.~~(ii) ~~From~~the ~~May~~Consultant shall produce a corporate organizational, ~~2009~~ tofinancial analysis and plant construction oriented business plan for approval by the ~~present~~board; (iii) the Consultant shall, hewith ~~has~~assistance ~~been~~from the ~~owner~~Chief ofTechnical Officer, CEO, V-P Corporate Development and other relevant personnel and consultants, develop a ~~chartered~~critical ~~accountant~~analysis ~~with Ken~~plan ~~Lee~~to &assist ~~Company,~~Greenwood ~~Chartered~~to ~~Accountants.~~select ~~Mr.~~the ~~Lee~~most ~~has~~appropriate ~~been~~economic aand ~~director~~functional sites for the location of ~~CBp Carbon~~plants, ~~Industries~~to ~~Inc.~~develop ~~since~~sound ~~2006.~~plant ~~Mr.~~development ~~Lee~~protocols ~~earned~~and ato ~~Bachelor~~develop ofthe ~~Commerce~~ most appropriate finance and economic models; (~~Accounting~~iv) ~~from~~the Consultant shall supervise budget development for plant, equipment and operations and supervise the ~~University~~financial expenditures; (v) the Consultant shall for his areas of ~~British~~responsibility ~~Columbia~~or, inas ~~1973~~circumstances dictate, assist the relevant personnel to present to the President and heCEO ~~received~~on ~~his chartered~~a ~~accountant~~monthly ~~designation~~or inquarterly ~~1975.~~basis, as the President or CEO may determine, the following:

~~Peter~~(a) ~~Jensen~~an account statement, ~~Director~~with any report as to variance from projected budgets, and a report on activities, developments and recommendations; (b) if applicable, an amended projected budget for the subsequent period, in light of any variances or amendments to programs; (c) a report on developments for the prior period, with analytical comments and any recommendation for variances to the established work program, with any budget amendments thereto;

~~Mr.~~(vi) ~~Jensen~~the ~~has~~Consultant ~~been~~shall asupervise ~~lawyer~~the relevant employees and ~~name~~personnel ~~partner~~responsible offor contract work and subcontract work for plant construction and shall ensure that the ~~law~~contractors ~~firm Jensen~~and ~~Lunny~~subcontractors ~~MacInnes~~are reputable within the industry, the work conducted is conducted to professional standards acceptable within the industry and the work is conducted in ~~Vancouver~~accordance with the established program and within budget; (vii) the Consultant shall maintain all records and information pertaining to its services, ~~British~~and ~~Columbia~~the properties and activities thereto, ~~Canada~~and ~~since~~shall ~~May~~ensure ~~2009~~that Greenwood receives copies of all such material records and ~~was~~ ainformation ~~lawyer~~as would be reasonable and ~~name~~appropriate ~~partner~~for the Greenwood’s deliberations and shall maintain duplication of ~~Devlin~~records ~~Jensen~~to ~~from~~insure ~~1987~~against ~~until~~loss ~~April~~of 30material information; (viii) the Consultant shall supervise or assist, ~~2009. He~~as ~~has~~appropriate, ~~been~~the apersonnel ~~member~~responsible for developing and operating plants and property and shall ensure that such personnel proactively manage the same to the highest industry standard; (ix) the hiring of appropriate staff for organizational needs in consultation with the CEO and the board; ofand ~~directors~~(x) ofthe ~~CBp~~Consultant ~~Carbon~~shall ~~Industries~~pro-actively ~~Inc. since~~effect ~~2006.~~its ~~Mr.~~services, ~~Jensen~~including ~~earned~~such ~~both~~activities ~~his~~in ~~Bachelor~~performance of ~~Science~~its ~~degree~~services as are not specifically stated herein, and ~~his Bachelor~~which ofmay ~~Laws~~be ~~degree~~required or advisable and reasonable to plan, ~~with~~finance, develop, administer, operate and safeguard plant, properties and data and to produce a ~~dual~~competent ~~degree~~and inefficient ~~common~~development and ~~civil~~operation ~~law,~~program inand ~~1980 from~~periodic ~~McGill~~reports, ~~University.~~with verifiable data.

-Mr. 2Thursfield -will provide his consulting services for a period of six months (the “Term”) in consideration for which Mr. Thursfield will receive a consulting fee of $21,000 per month and 300,000 stock options to purchase 300,000 shares of common stock of the Company over a period of five years from the Effective Date (the “Stock Options”). The Stock Options shall be governed by the Company’s prevailing stock option plan and shall be comprised of:

~~Adi~~(i) ~~Muljo~~100,000 ~~Director~~stock options being exercisable into 100,000 shares of common stock of the Company at a price of $0.50 per share and vesting after Greenwood enters into commercial production and commercial sale of its next full scale plant after Cyprus; (ii) 100,000 stock options being exercisable into 100,000 shares of common stock of the Company at a price of $1.00 per share and vesting over 12 months commencing 30 days after the Effective Date; and (iii) 100,000 stock options being exercisable into 100,000 shares of common stock of the Company at a price of $2.00 per share and vesting over 12 months commencing 30 days after the Effective Date.

~~Mr.~~In ~~Muljo has been~~ the ~~chief~~event ~~financial~~that ~~officer,~~during ~~executive~~the ~~vice president~~Term of ~~business development and a director of CBp Carbon Industries Inc. from 2007 until~~ the ~~present~~Consulting ~~and has been president and chief executive officer~~Agreement, ofor ~~CBp~~any ~~Carbon~~extension ~~Industries~~thereof, ~~Inc.~~Greenwood ~~since December, 2009. From July 20, 2009 to present, Mr. Muljo~~ has ~~been~~commenced ~~the~~construction ~~director~~of ~~and~~one ~~the~~or ~~chairman and chief executive~~more ~~officer~~plants ofsubsequent ~~Brand Neue Corp. (OTCBB: BRNZ). From April 14, 2009~~ to ~~December, 2009,~~Cyprus ~~he was a director~~ and ~~Vice President of Business Development Asia Pacific for Verify Smart Corp.~~ (~~OTCBB: VSMR~~i). ~~In 2004,~~ Mr. ~~Muljo~~Thursfield ~~co-founded~~is ~~The~~dismissed ~~Spice Depot Inc. (Pink Sheets: SDEO)~~ for ~~which~~any ~~he has served as director and the~~reason ~~chairman~~other ~~and~~than ~~chief executive officer since 2006. Between 1971 and 1998~~fraud, ~~Mr. Muljo~~(ii) ~~held~~a ~~various~~new ~~senior~~agreement ~~executive~~replacing ~~positions with~~ the ~~Astra~~Consulting ~~Group,~~Agreement ~~a diversified~~is ~~manufacturing conglomerate in Indonesia, including General Manager~~not ofsuccessfully ~~its~~negotiated ~~Xerox~~among ~~Division and Managing Director of Inter Delta, Indonesia’s sole distributor for Kodak and Canon products. From 1981 until 1998, he was responsible for~~ the ~~Baltimore~~parties, MDor ~~office~~(iii) ~~of the Astra Group and was in charge of overseeing the company’s expansion in North America~~Mr. InThursfield ~~1998~~dies, Mr. ~~Muljo founded~~ ~~the Maryland-based AMG Group~~Thursfield, ~~which~~or ~~continues~~his ~~to operate today~~estate, toshall ~~promote~~be ~~trade between~~paid ~~North America and several Asian and European countries. Mr. Muljo holds~~ a ~~B.A.~~termination infee ~~Economics~~of ~~(1968)~~$2,000,000 ~~and an MBA~~ in ~~finance (1971), both from the~~cash ~~University~~or ~~of Parahyangan in Bandung, Indonesia~~stock.

~~There~~In the event that at the end of the Term the parties are satisfied nowith ~~family~~the ~~relationships~~performance ~~between~~of ~~our~~each ~~directors~~other ~~and~~then any of the parties may give ~~officers~~notice of the desire to negotiate an extension of the Consulting Agreement or the Company may give notice of a desire to negotiate an agreement with Mr. Thursfield to become a formal officer of the Company as Chief Operating Officer or Chief Executive Officer of the Company. In such event, the parties shall continue the Consulting Agreement on a month to month basis during negotiations, with the right of any of the parties to give 15 days notice of termination of negotiations and the Consulting Agreement, as extended.

-SIGNATURES ~~3 -~~

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

~~Pursuant~~Date: toFebruary ~~the requirements of the Securities Exchange Act of 1934~~10, ~~the~~2010 ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

CARBON GREEN INC. By: /s/ Peter Jensen Name: Peter Jensen Title: Director

By: /s/ Peter Jensen Peter Jensen Director

Dated: January 28, 2010

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