UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended December 31, 2016

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 333-120490

024 PHARMA, INC.

(Exact name of the Registrant as specified in Charter)

New Jersey	20-1862731
(State of Incorporation)	(I.R.S. Employer ID Number)

224 Datura Street, West Palm Beach, Florida	33401
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone No. including Area Code: 561-570-4301

Securities registered under 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practical date: 336,354,321 shares of Class A Common stock, no par value per share, and 134,410 shares of Class B common, par value of $.01 per share, as of October 20, 2016.

Table of Contents

		Page
Part I – Financial Information

Item 1.	Condensed Financial Statements (Unaudited):

	Condensed Balance Sheets	3

	Condensed Statements of Earnings	4

	Condensed Statements of Retained Earning	5

	Notes to Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

Part II – Other Information

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Mine Safety Disclosures	12

Item 6.	Exhibits	13

	Signatures	16

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

024 PHARMA, INC.
CONDENSED BALANCE SHEET

(Unaudited)

	December 31, 2016
ASSETS
Current
Cash	$	150,274
Accounts receivable		288,283
Prepaid deposit		144,038
Due from related companies		213,953
Total Current Assets		796,548

Fixed assets		43,281

Total Assets	$	839,829

LIABILITIES

Current
Accounts payable	$	15,542
Advances from shareholder		65,252
Total Current Liabilities	$	80,794

SHAREHOLDERS’ EQUITY

Share Capital		1
Retained Earnings		759,034
Total Shareholders’ Equity		759,035
Total Liabilities and Shareholders’ Equity	$	839,829

See accompanying notes to condensed financial statements.

024 PHARMA, INC.

CONDENSED STATEMENTS OF EARNINGS

(Unaudited)

	For the Year ended December 31, 2016
Sales	$	1,079,541
Cost of Sales		174,426
Gross Profit	$	905,115

Expenses
Shipping costs		115,594
Web design		11,553
Advertising and promotion		42,431
Wages and salaries		67,696
Occupancy costs		16,666
Subcontracts		646
Repairs and maintenance		1,529
Travel		1,564
Meals and entertainment		231
Office and general		719
Professional fees		7,933
Printing fee		10,816
Vehicle expense		892
Telephone and telecommunications		634
Interest and bank charges		308
Insurance		802
Utilities		4,061
		284,075

Earnings Before Income Taxes		621,040
Provision for income taxes		–

Net Earnings	$	621,040

See accompanying notes to condensed financial statements.

024 PHARMA, INC.

CONDENSED STATEMENT OF RETAINED EARNING

(Unaudited)

	For the Year Ended December 31, 2016
Retained Earnings (Deficit) - Beginning of Year	$	137,994
Net Earnings		621,040
Retained Earnings End of Period	$	759,034

See accompanying notes to condensed financial statements.

024 PHARMA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 Background

B Green Innovations, Inc., a Matawan, New Jersey-based corporation, (OTC Pink® marketplace: BGNN), formerly iVoice Technology, Inc., (“B Green Innovations” or the “Company”) was incorporated under the laws of New Jersey on November 10, 2004 as a wholly owned subsidiary of iVoice, Inc. (“iVoice”). In May 2008, the Company formed B Green Innovations, Inc. (“B Green”), a wholly-owned subsidiary to commercialize its “green” technology platforms.

On November 17, 2009, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), B Green Innovations, Inc., a wholly owned subsidiary of iVoice Technology, Inc., merged into iVoice Technology, Inc.

On July 28, 2009, the Board of Directors and shareholders through written consent representing a majority of the total voting Class A and Class B Common stock voted to change the name of the Company to B Green Innovations, Inc. On November 20, 2009, the Company filed an Amendment to the Certificate of Incorporation with the State of New Jersey to officially change the name of the Company.

On October 8, 2016, the Registrant’s Board of Directors, acting pursuant to its Amended Articles of Incorporation, unanimously approved to change the name of the Registrant from B Green Innovations, Inc. to 024 Pharma, Inc. by amending Article One of the Registrant’s Articles of Incorporation. The purpose of the name change is to more fully encapsulate the Registrant’s current operations and business direction. The New Jersey Secretary of State, effective October 12, 2016, processed the name change and the Registrant has filed for a symbol change with the Financial Industry Regulatory Authority (“FINRA”). The Company will also obtain a new CUSIP number in connection with the name change.

Note 2 Business Operations

024 Pharma, Inc. provides the best nutrition in every area that matters. From vitamin and mineral supplements, stress release, joint and heart health, and weight-loss products, skin care, healthy hair and anti-aging.

024 Pharma, Inc. gives you what you need to create healthier lives for you and your family.

024 Pharma, Inc. is known in the international market for its unique global shareholders system. Company promotes the concept of "People-oriented, Just and Equitable" which received high appraisal from the majority of the personage from the industry. Everyone can join and become a shareholder. Everyone can share the return on 024's Pharma, Inc's investment. 024 Pharma, Inc. is destined to become the most influential and competitive shareholders group.

024 Pharma’s premium quality products do more than improve people’s health—they transform their lives. Sourced, manufactured and tested against the most rigorous quality standards, our unique product portfolio delivers more than over 220 personalized solutions to optimize your health.

Company’s staff science team formulates products with a relentless commitment to ingredient purity and potency. That’s why customers trust their products to deliver proven, repeatable results.

024 Pharma make and package products in their own facility, under conditions and guidelines that meet the most stringent global regulations.

Outfitted with state-of-the-art instrumentation and combining the skills of accomplished scientists, researchers and medical professionals, our research lab creates a unique environment in which to pursue scientific discovery and advancement, and it is the hub of our product development and testing.

Note 3 Going Concern

The accompanying condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern.

Management plans to increase the development, manufacture, and distribution of products to generate a positive cash flow.

Note 4 Summary of Significant Accounting Policies

a) Basis of Presentation

The accompanying condensed unaudited interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The condensed financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2015 financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These results are not necessarily indicative of the results to be expected for the full year.

These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

b) Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

c) Revenue Recognition

In addition to cash flow generated from sale of natural supplements such as:

	·	Diabetes
	·	Lung cleanse
	·	Seal oil
	·	Prostate
	·	Stress less

Company intends to produce the “health phone” that will significantly increase demand in their product and enlarge the product purchase. Clients will be able to purchase products through this smartphone and it contains application that measure heartbeat, calories, fat, excises schedule etc. The most important thing is that clients will have this option to talk to health specialists.

d) Product Warranties

The Company estimates its warranty costs based on historical warranty claims experience in estimating potential warranty claims. Management has determined that warranty costs are immaterial and has not included an accrual for potential warranty claims. Presently, costs related to warranty coverage are expensed as incurred. Warranty claims are reviewed quarterly to verify that warranty liabilities properly reflect any remaining obligation based on the anticipated expenditures over the balance of the obligation period.

e) Research and Development Costs

Research and development costs are charged to expense when incurred. The Company has not incurred any research and development costs for the year ended December 31, 2016.

f) Advertising Costs

Advertising costs are expensed as incurred and are included in selling expenses. The Company has incurred advertising costs for the year ended December 31, 2016 and it counts $42,431 USD.

g) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2016 and December 31, 2015. The Company maintains cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to federally insured limits. At times balances may exceed FDIC insured limits. The Company has not experienced any losses in such accounts.

h) Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable and cash. As of December 31, 2016 the Company believes it has no significant risk related to its concentration within its accounts receivable.

j) Accounts Receivable

Accounts receivable are non-interest bearing obligations due under normal trade terms. Senior management reviews accounts receivable on a monthly basis to determine if any receivables will be potentially uncollectible. Historical bad debts and current economic trends are used in evaluating the allowance for doubtful accounts. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its overall allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on the information available, the Company believes its allowance for doubtful accounts as of December 31, 2016 and December 31, 2015 is adequate.

j) Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the assets, generally five to seven years. Maintenance and repairs are charged to expense as incurred.

k) Intangible Assets

Registration and maintenance costs associated with the filing and registration of patents are prepaid and amortized over the remaining life of the patent, not to exceed 20 years. Costs associated with such patents are not approved or abandoned.

l) Income Taxes

The Company accounts for income taxes using the asset and liability method described in FASB ASC 740. Deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are deductible only when the valuation change is realized.

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit, which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, considering the realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels. In the event it was determined, that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance, the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets.

The Company adopted FASB ASC 740-10-50, Accounting for Uncertainty in Income Taxes. ASC 740-10-50 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10 requires that the Company determine whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

Despite the Company’s belief that its tax return positions are consistent with applicable tax laws, one or more positions may be challenged by taxing authorities. Settlement of any challenge can result in no change, a complete disallowance, or some partial adjustment reached through negotiations or litigation.

Interest and penalties related to income tax matters, if applicable, will be recognized as income tax expense. During the years ended December 31, 2016 and 2015, the Company did not incur any expense related to interest or penalties for income tax matters, and no such amounts were accrued as of December 31, 2016 and December 31, 2015.

m) Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets as of December 31, 2016 and December 31, 2015 for cash and cash equivalents, marketable securities, accounts receivable, inventories, prepaid expenses and other current assets, accounts payable and accrued expenses other current liabilities approximate the fair value because of the immediate or short-term maturity of these financial instruments. The fair value of the debt approximates its carrying value at the stated discount rate of the debt to reflect recent market conditions.

n) Long-Lived Assets

The Company assesses the recoverability of the carrying value of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future, undiscounted cash flows expected to be generated by an asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No impairment losses were recognized for the years ended December 31, 2016 and 2015.

o) Recent Accounting Pronouncements

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company's financial position, results of operations or cash flows.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS

Forward Looking Statements

A number of the statements made by the Company in this report may be regarded as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements include, among others, statements concerning the Company’s outlook, pricing trends and forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals of the Company and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.

All predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially. Among the factors that could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. For a discussion of material risks and uncertainties that the Company faces, see the discussion in the Form 10−K for the fiscal year ended December 31, 2015 entitled “Risk Factors”.

Results of Operations

Total sales increased $1,014,833 (1568.33%) for the year ended December 31, 2016, as compared to the same period in the prior year. This increase is caused by the company business expansion strategy. The Company continues to evaluate additional products to add to its product line as well as expanding its distribution channels.

Gross profit increased $ 905,115 (2652.11%) for the year ended December 31, 2016, as compared to the same period in the prior year. This increase is caused by the company management and business model change.

Total selling, general and administrative expenses decreased $212,898 (- 42.84%) for the year ended December 31, 2016, as compared to the same period in the prior year. This decrease was primarily the result of decreases in consulting and legal fees as compared to the prior year when the company was closing on the new debt instruments. The company continues to curtail spending to conserve cash during this period of declining revenues.

For the year ended December 31, 2016 and 2015, the Company had earnings from operations of $621,040.

Total other expense decreased $ 388,589 for the year ended December 31, 2016 as compared to the same period in the prior year, primarily from decreases in amortization of debt discount and losses on changes in valuation of derivatives and higher settlement expenses on debt to stock conversions.

The net earnings for the year ended December 31, 2016 increased by $1,474,532, as compared to the same period in the prior year, primarily from the implementing of new product line, business model.

Liquidity and Capital Resources

There was no significant impact on the Company’s operations as a result of inflation for the year ended December 31, 2016.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company, our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the nine months ended September 30, 2016.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 6. Exhibits

31.1		Certification required under Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification required under Section 906 of the Sarbanes-Oxley Act of 2002
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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, thereunto duly authorized.

	B GREEN INNOVATIONS, INC.

Date: March 24, 2017	By:	/s/ Miro Zecevic
		Miro Zecevic
		Chief Executive Officer and
		Chief Financial Officer

024 Pharma, Inc. 10-K