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

FORM 8-K

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

Date of Report (Date of earliest event reported)~~: January~~ ~~28,~~May 21, 2010

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

~~Commission~~Nevada(State ~~File~~or ~~Number~~other ~~333~~jurisdiction ~~-136027~~ of incorporation)

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

000-52874
(Commission File Number)

~~Vysoka 26, Bratislava 81106, Slovak Republic~~ 20-4126700(~~Address~~IRS ofEmployer ~~principal executive offices, including Zip Code~~Identification No.)

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

421.2.5292.6300
Registrant's telephone number, including area code

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

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

[ ] 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))

~~Item~~- ~~5.02~~2 ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~-

OnItem ~~January 28, 2010, Carbon Green Inc~~4.02 ~~(the~~Non-Reliance ~~“Company”)~~on ~~entered into~~Previously aIssued ~~Consulting~~Financial ~~Services~~Statements ~~Agreement~~or ~~(the “Consulting Agreement”) dated effective as of January 15, 2010 (the “Effective Date”) with Mr. David William Thursfield and Greenwood Commerce Limited (“Greenwood”),~~ a ~~wholly~~Related ~~owned subsidiary~~Audit ofReport ~~the~~or ~~Company,~~Completed ~~whereby~~Interim ~~Mr. Thursfield agreed to serve as Greenwood’s Chief Operating Officer and to provide certain services to Greenwood as follows:~~ Review

~~(i)~~Effective ~~the~~January ~~Consultant~~15, ~~shall~~2010, ~~familiarize~~we ~~himself~~completed ~~thoroughly~~a share purchase transaction with ~~the~~CBp ~~history,~~Carbon ~~structure~~Industries, ~~finances~~Inc. ~~and~~(“CBp ~~operations~~Carbon”) ~~of Greenwood~~ and its ~~affiliates and with the technology~~wholly-owned subsidiary, ~~engineering~~Greenwood ~~and~~Commerce ~~technical~~Ltd. ~~details of the technology;~~ (ii“Greenwood”), ~~the~~pursuant ~~Consultant~~to ~~shall~~which ~~produce~~we aacquired all ~~corporate~~of ~~organizational,~~the ~~financial~~issued ~~analysis~~ and ~~plant~~outstanding ~~construction~~common ~~oriented~~shares ~~business~~of ~~plan~~Greenwood ~~for~~from ~~approval~~CBp byCarbon ~~the~~in exchange ~~board;~~for ~~(iii)~~ the ~~Consultant~~issuance ~~shall,~~by ~~with~~our ~~assistance~~company ~~from~~to ~~the~~CBp ~~Chief~~Carbon ~~Technical~~of ~~Officer~~33, ~~CEO~~346,262 ~~V-P~~shares ~~Corporate~~of our ~~Development~~common ~~and~~stock ~~other~~on ~~relevant~~the ~~personnel~~basis ~~and~~of ~~consultants,~~one ~~develop~~share aof ~~critical~~our ~~analysis~~common ~~plan~~stock tofor ~~assist~~each ~~Greenwood~~four issued ~~to select the most appropriate economic~~ and ~~functional~~outstanding ~~sites~~common ~~for~~shares ~~the~~of ~~location~~CBp ofCarbon ~~plants~~, toand ~~develop~~1,056,041 ~~sound~~share purchase ~~plant~~warrants ~~development~~on ~~protocols and to develop~~ the ~~most~~basis ~~appropriate~~of ~~finance~~one ~~and~~share ~~economic~~purchase ~~models;~~warrant ~~(iv)~~for ~~the~~each ~~Consultant~~four outstanding ~~shall~~share ~~supervise~~purchase ~~budget~~warrants ~~development~~of ~~for~~CBp ~~plant,~~Carbon. ~~equipment~~The ~~and~~closing ~~operations~~of ~~and supervise~~ the ~~financial~~share purchase ~~expenditures;~~resulted ~~(v)~~in ~~the~~Greenwood ~~Consultant~~becoming ~~shall~~a ~~for~~wholly-owned ~~his~~subsidiary ~~areas~~ of ~~responsibility~~our ~~or,~~company and aswas ~~circumstances~~disclosed ~~dictate,~~in ~~assist~~a ~~the~~current ~~relevant~~report ~~personnel to present to the President and CEO~~ on aForm ~~monthly~~8-K orthat ~~quarterly~~was ~~basis,~~filed aswith the Securities ~~President~~and orExchange ~~CEO~~Commission ~~may~~on ~~determine~~January 22, ~~the following:~~2010.

~~(a)~~On anApril ~~account~~1, ~~statement~~2010, ~~with~~we ~~any~~filed ~~report~~Amendment asNo. to1 ~~variance~~(the ~~from~~“Amended ~~projected~~8-K”) ~~budgets,~~to the ~~and~~current a report on ~~activities,~~Form ~~developments~~8-K that was filed with the Securities and ~~recommendations;~~Exchange Commission ~~(b)~~on ifFebruary ~~applicable~~11, an2010. ~~amended~~The ~~projected~~Amended ~~budget~~8-K ~~for~~was ~~the~~filed ~~subsequent~~to ~~period,~~include inaudited annual ~~light~~consolidated financial statements of ~~any~~Greenwood ~~variances~~as orof ~~amendments~~June to30, ~~programs;~~2009 ~~(c)~~and 2008, aunaudited ~~report~~condensed onconsolidated ~~developments~~interim financial statements of Greenwood for the ~~prior~~ period, ~~with~~ended ~~analytical~~December ~~comments~~31, 2009, and ~~any~~unaudited ~~recommendation~~pro ~~for~~forma ~~variances~~condensed consolidated tofinancial information reflecting the ~~established~~effects ~~work~~of ~~program~~the share purchase transaction as at June 30, ~~with~~2009 ~~any~~and ~~budget~~for ~~amendments~~the ~~thereto;~~year ended June 30, 2009.

~~(vi)~~On ~~the~~May ~~Consultant~~24, ~~shall~~2010, ~~supervise~~our ~~the~~board ~~relevant~~of ~~employees~~directors ~~and~~concluded ~~personnel~~that ~~responsible~~Greenwood’s unaudited ~~for~~condensed ~~contract~~consolidated ~~work~~interim ~~and~~financial ~~subcontract~~statements ~~work~~ for ~~plant construction and shall ensure that~~ the ~~contractors~~period ended ~~and~~December ~~subcontractors~~31, ~~are~~2009 ~~reputable within~~ (the ~~industry,~~“Financial ~~the~~Statements”) ~~work~~should ~~conducted~~be isrestated ~~conducted~~as toa result ~~professional~~of ~~standards~~material ~~acceptable~~misstatements ~~within the industry and the work is conducted~~ in ~~accordance with~~ the ~~established~~Financial ~~program~~Statements. ~~and~~The ~~within budget; (vii) the Consultant shall maintain all records and information pertaining~~ determination to ~~its~~restate ~~services, and~~ the ~~properties~~Financial ~~and~~Statements ~~activities~~was ~~thereto,~~made ~~and~~in ~~shall~~connection ~~ensure~~with ~~that~~management’s assessment ~~Greenwood receives copies~~ of ~~all~~accounting ~~such~~errors ~~material~~it ~~records~~discovered ~~and~~in ~~information~~connection aswith ~~would be reasonable and appropriate for~~ the ~~Greenwood’s deliberations and shall maintain duplication~~ preparation of ~~records~~our tounaudited ~~insure~~condensed ~~against~~consolidated ~~loss~~interim offinancial ~~material~~statements ~~information;~~for ~~(viii)~~ the period ~~Consultant~~ended ~~shall~~March ~~supervise or assist~~31, as2010. ~~appropriate,~~The ~~the~~errors ~~personnel responsible for developing~~ and ~~operating~~consequent ~~plants~~restatement ~~and~~described below ~~property~~involve ~~and~~non-cash ~~shall~~accounting ~~ensure~~entries ~~that~~relating ~~such~~to ~~personnel~~stock-based ~~proactively~~compensation issued ~~manage the same~~ to ~~the~~certain ~~highest~~employees ~~industry~~and ~~standard;~~non-employees. ~~(ix)~~Our ~~the~~assessment ~~hiring~~ of ~~appropriate~~the ~~staff~~identified accounting ~~for~~errors ~~organizational~~will ~~needs~~result in ~~consultation with~~ the ~~CEO~~following ~~and~~adjustments ~~the~~to ~~board; and (x)~~ the ~~Consultant~~previously reported shall pro-actively effect its services, including such activities in performance of its services as are not specifically stated herein, and which may be required or advisable and reasonable to plan, finance, develop, administer, operate and safeguard plant, properties and data and to produce a competent and efficient development and operation program and periodic reports, with verifiable data.period:

Mr1. ~~Thursfield~~During ~~will~~the ~~provide~~six-month ~~his~~period ~~consulting~~ended ~~services~~December ~~for~~31, ~~a period~~2009, ofGreenwood ~~six~~failed ~~months~~to ~~(the~~record ~~“Term”)~~stock-based incompensation ~~consideration~~relating ~~for~~to ~~which~~stock ~~Mr.~~options ~~Thursfield~~issued ~~will receive~~to aemployees ~~consulting~~and ~~fee~~non-employees resulting in unrecorded expense of $211,~~000~~464,603 ~~per~~during ~~month~~this ~~and~~period. ~~300,000~~As ~~stock~~a ~~options~~result ~~to purchase~~of ~~300~~the restatement,~~000~~ ~~shares~~the ofemployee ~~common~~equity-benefits ~~stock~~reserve included as part of shareholders’ equity on the ~~Company~~balance ~~over~~sheet aincreased ~~period~~by $1,464,603. The restatement will result in an increase in total expenses of ~~five years~~$1,464,603 ~~from~~and a resulting increase in the ~~Effective~~loss ~~Date~~for (the ~~“Stock~~period ~~Options”)~~of $1,464,603. ~~The~~Greenwood ~~Stock~~also ~~Options~~failed ~~shall~~to ~~be governed~~disclose bythe share options issued and the ~~Company’s~~details ~~prevailing~~of the stock option ~~plan~~awards ~~and~~in ~~shall~~the benotes ~~comprised of:~~to the Financial Statements.

~~(i) 100~~Consequently,~~000~~ ~~stock~~we ~~options~~intend ~~being~~to ~~exercisable~~amend ~~into~~the ~~100,000~~Financial ~~shares~~Statements ~~of common stock of~~ for the ~~Company~~relevant atperiod ato ~~price~~reflect ofthe ~~$0.50~~correct ~~per~~amount ~~share~~booked ~~and~~for ~~vesting~~stock ~~after Greenwood enters into commercial production~~ compensation and ~~commercial~~intend ~~sale~~to ofamend ~~its~~the ~~next~~relevant ~~full~~balance ~~scale plant after Cyprus; (ii) 100~~sheets,~~000~~ ~~stock~~statements ~~options being exercisable into 100,000 shares~~ of ~~common~~operations ~~stock~~and statements of ~~the~~cash ~~Company~~flows ataccordingly ato ~~price~~correctly ofpresent $1these revised calculations.00 ~~per~~We ~~share~~intend ~~and~~to ~~vesting~~file ~~over~~these 12amendments ~~months~~as ~~commencing~~a 30second ~~days~~amendment ~~after~~to the current ~~Effective~~report ~~Date;~~on ~~and~~Form ~~(iii)~~8-K ~~100,000~~as ~~stock~~originally ~~options~~filed ~~being~~on ~~exercisable~~January ~~into 100~~22,~~000~~ ~~shares~~2010 ~~of common stock of the Company at a price of $2.00 per share~~ and ~~vesting~~first amended ~~over~~on 12April ~~months~~1, ~~commencing 30 days after the Effective Date~~2010.

InOur ~~the~~management ~~event~~has ~~that~~discussed ~~during~~ the ~~Term~~matters ofdescribed ~~the~~in ~~Consulting~~this ~~Agreement,~~Item or4.02 ~~any~~with ~~extension~~members ~~thereof,~~of ~~Greenwood~~our ~~has~~board ~~commenced construction~~ of ~~one~~directors ~~or more plants subsequent to Cyprus~~ and ~~(i)~~our ~~Mr.~~independent ~~Thursfield is dismissed for any reason~~registered ~~other~~public ~~than~~accounting ~~fraud~~firm, ~~(ii)~~BDO ~~a new agreement replacing the Consulting Agreement is not successfully negotiated among the parties, or (iii) Mr~~Limited. ~~Thursfield dies, Mr. Thursfield, or his estate, shall be paid a termination fee of $2,000,000 in cash or stock.~~

In- ~~the~~3 event that at the end of the Term the parties are satisfied with the performance of each other then any of the parties may give 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

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

~~Date:~~CARBON ~~February~~GREEN ~~10, 2010~~ INC.

~~CARBON GREEN INC. By:~~ /s/ ~~Peter~~Kenneth ~~Jensen~~LeeKenneth ~~Name:~~LeeVice-President, Finance ~~Peter~~and ~~Jensen~~Director(Principal ~~Title:~~Accounting ~~Director~~Officer and Principal Financial Officer)

Date: May 25, 2010

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