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

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORTPursuant~~of toReport ~~Section 13 OR 15~~(d)Date of ~~The~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported) ofMarch ~~1934~~15, 2010

~~Date~~CARBON ofGREEN ~~Report~~ INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as specified ~~reported)~~in ~~May~~its ~~21, 2010~~charter)

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

Nevada
(State or other jurisdiction of incorporation)

000-52874
(Commission File Number)

20-4126700
(IRS Employer Identification No.)

~~Vysoka~~Trnavska 26Cesta 50, ~~Bratislava~~7th ~~81106~~Floor, ~~Slovak~~Bratislava 82102, Slovak Republic(Address of principal executive offices and Zip Code)

421.2 903.~~5292~~556.~~6300Registrant'~~778(Registrant’s telephone number, including area code)

~~N/A~~Vysoka 26, Bratislava 81106, Slovak Republic(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 any of 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))

- 2 -

Item 4.0201 ~~Non-Reliance~~Change onin ~~Previously~~Registrant’s ~~Issued~~Certifying ~~Financial Statements or a Related Audit Report or Completed Interim Review~~Accountant.

Effective January 15, 2010, we ~~completed~~closed a share purchase ~~transaction~~ transaction with CBp Carbon Industries, Inc. ~~(“CBp~~whereby ~~Carbon”)~~we acquired all of the issued and outstanding shares of its wholly-owned subsidiary, Greenwood Commerce Ltd. (“Greenwood”),. ~~pursuant~~Our determination to ~~which~~treat ~~we acquired all of~~ the ~~issued~~acquisition ~~and outstanding common shares~~ of Greenwood ~~from~~as ~~CBp Carbon in~~a ~~exchange~~reverse ~~for~~acquisition ~~the~~resulted ~~issuance~~in bya ~~our~~change ~~company to CBp Carbon~~ of ~~33,346,262 shares of~~ our ~~common~~independent ~~stock on the basis of one share of our common stock for each four~~principal ~~issued~~accountant, ~~and~~such ~~outstanding~~that, ~~common~~effective ~~shares~~March ~~of CBp Carbon~~ 15, ~~and 1~~2010,~~056,041~~ ~~share purchase~~PMB ~~warrants~~Helin onDonovan, ~~the~~LLP ~~basis of one share purchase warrant for each four~~(“PMB”), ~~outstanding~~was ~~share~~dismissed ~~purchase~~as ~~warrants~~our ofprincipal ~~CBp~~independent ~~Carbon.~~accountant ~~The~~and ~~closing~~we ofengaged ~~the~~BDO ~~share~~Limited ~~purchase~~as ~~resulted in Greenwood becoming a wholly-owned subsidiary of~~ our ~~company and~~principal ~~was~~independent ~~disclosed in a current report on Form 8-K that was filed with the Securities and Exchange Commission on January 22, 2010~~accountant.

OnPMB’s ~~April~~report 1,on ~~2010,~~our wefinancial ~~filed~~statements ~~Amendment~~dated ~~No.~~July 129, ~~(the~~2009 ~~“Amended 8-K”) to~~for the ~~current~~two ~~report~~most onrecent ~~Form~~fiscal ~~8-K~~years ~~that~~ended ~~was~~April ~~filed~~30, ~~with~~2009 ~~the Securities~~ and ~~Exchange Commission~~2008 ondid ~~February~~not ~~11, 2010. The Amended 8-K was filed to include audited~~contain ~~annual~~an ~~consolidated~~adverse ~~financial~~opinion ~~statements~~or ofdisclaimer ~~Greenwood as~~ of ~~June 30~~opinion, ~~2009~~or ~~and 2008,~~qualification ~~unaudited~~or ~~condensed~~modification ~~consolidated interim financial statements of Greenwood~~as ~~for~~to ~~the~~uncertainty, ~~period~~audit ~~ended~~scope, ~~December~~or ~~31,~~accounting ~~2009~~principles, ~~and~~except ~~unaudited~~that ~~pro~~PMB’s ~~forma condensed~~report ~~consolidated~~contained ~~financial~~an ~~information~~explanatory ~~reflecting~~paragraph ~~the~~in ~~effects~~respect ofto the ~~share~~substantial ~~purchase transaction~~doubt as atto ~~June~~our ability ~~30,~~to ~~2009~~continue ~~and~~as ~~for~~a ~~the~~going ~~year ended June 30, 2009~~concern.

OnIn ~~May~~connection ~~24,~~with ~~2010,~~the ~~our~~audit ~~board~~ of ~~directors~~our ~~concluded~~financial ~~that~~statements ~~Greenwood’s~~for ~~unaudited~~the ~~condensed~~two ~~consolidated~~most ~~interim~~recent ~~financial~~fiscal ~~statements~~years ~~for the period~~ ended ~~December~~April 3130, 2009 ~~(the~~and ~~“Financial~~2008 ~~Statements”)~~and ~~should be restated as a result of material misstatements~~ in the subsequent ~~Financial~~interim ~~Statements.~~periods ~~The~~through ~~determination to restate~~ the ~~Financial~~effective ~~Statements~~date ~~was~~of ~~made~~dismissal inon ~~connection~~March ~~with management’s~~15, ~~assessment~~2010, ofthere ~~accounting~~were ~~errors~~no itdisagreements, ~~discovered~~resolved inor ~~connection~~not, with ~~the~~PMB ~~preparation of~~on ~~our~~any ~~unaudited~~matters ~~condensed~~of accounting ~~consolidated~~principles ~~interim~~or practices, financial ~~statements~~statement ~~for~~disclosure ~~the~~or auditing ~~period~~scope ~~ended~~or ~~March~~procedures, 31which disagreements, ~~2010.~~if ~~The~~not ~~errors~~resolved ~~and~~to ~~consequent~~the ~~restatement~~satisfaction ~~described~~of ~~below~~PMB ~~involve~~would ~~non-cash~~have ~~accounting~~caused ~~entries~~them ~~relating~~ to ~~stock-based~~make ~~compensation issued~~reference to ~~certain~~the ~~employees~~subject ~~and~~matter ~~non-employees. Our assessment~~ of the ~~identified~~ ~~accounting~~disagreements ~~errors~~in ~~will~~connection ~~result~~with intheir ~~the~~report ~~following~~on ~~adjustments~~the tofinancial ~~the~~statements ~~previously~~for ~~reported~~such ~~period:~~years.

1. During the ~~six-month~~two ~~period~~most recent fiscal years ended ~~December~~April 3130, 2009, and ~~Greenwood~~2008 ~~failed to record stock-based compensation relating to stock options issued to employees~~ and ~~non-employees resulting~~ in ~~unrecorded~~the ~~expense~~subsequent ofinterim ~~$1,464,603~~periods ~~during~~through ~~this~~the ~~period.~~effective Asdate ~~a result~~ of dismissal ~~the restatement, the employee equity-benefits reserve included as part~~ of ~~shareholders’~~PMB ~~equity~~ on ~~the~~March ~~balance~~15, ~~sheet increased by $1~~2010,~~464,603.~~ ~~The~~there ~~restatement~~were ~~will~~no ~~result~~reportable inevents anas ~~increase~~ described in ~~total~~Item ~~expenses of $1,464,603 and~~ 304(a ~~resulting increase in the loss for the period of $~~)(1~~,464,603.~~)(v) ~~Greenwood also failed to disclose the share options issued and the details~~ of ~~the~~Regulation ~~stock option awards in the notes to the Financial Statements~~S-K.

~~Consequently,~~We weprovided ~~intend~~PMB towith ~~amend~~a ~~the~~copy ~~Financial~~of ~~Statements~~this ~~for the~~current ~~relevant~~report ~~period~~on toForm ~~reflect~~8-K prior ~~the~~to ~~correct~~its ~~amount~~filing ~~booked~~with ~~for~~the ~~stock~~Securities ~~compensation~~ and ~~intend~~Exchange ~~to amend the relevant balance sheets~~Commission, ~~statements~~and ofrequested that ~~operations~~they ~~and statements~~furnish ofus ~~cash~~with ~~flows~~a ~~accordingly~~letter addressed to ~~correctly~~the ~~present~~Securities ~~these~~and ~~revised~~Exchange ~~calculations.~~Commission Westating ~~intend~~whether tothey ~~file~~agree ~~these~~with ~~amendments~~the asstatements amade ~~second~~in ~~amendment~~this ~~to the~~ current report on Form 8-K, asand ~~originally~~if ~~filed~~not, onstating ~~January~~the ~~22,~~aspects ~~2010~~with ~~and~~which ~~first~~they do not ~~amended~~agree. onThe ~~April~~letter from PMB dated June 1, 2010 is filed as Exhibit 16.1 to this current report on Form 8-K.

~~Our~~During ~~management~~the ~~has~~two ~~discussed~~most ~~the~~recent ~~matters~~fiscal ~~described~~years inended ~~this~~April ~~Item~~30, 2009 ~~4.02~~and ~~with~~2008, ~~members~~and the subsequent interim periods through the effective date of appointment of BDO Limited on March 15, 2010, we had not, nor had any person on our ~~board~~behalf, consulted with BDO Limited regarding either the application of accounting ~~directors~~principles ~~and~~to ~~our~~a ~~independent~~specified ~~registered~~transaction, either completed or proposed, ~~public~~or ~~accounting~~the ~~firm~~type of audit opinion that might be rendered on our financial statements, nor had BDO Limited provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement as set forth in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as set forth in Item 304(a)(1)(v) of Regulation S-K with our former principal independent accountant.

-Item 39.01 -Financial Statements and Exhibits.

~~SIGNATURES~~(c) EXHIBITS

~~Pursuant~~16.1 toLetter ~~the~~from ~~requirements~~PMB ofHelin ~~the~~Donovan, ~~Securities~~LLP, ~~Exchange~~dated ~~Act~~June ~~of 1934~~1, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2010.

~~CARBON~~- ~~GREEN~~3 ~~INC.~~-

~~/s/ Kenneth LeeKenneth LeeVice-President, Finance and Director(Principal Accounting Officer and Principal Financial Officer)~~SIGNATURES

~~Date:~~Pursuant ~~May~~to 25the requirements of the Securities Exchange Act of 1934, ~~2010~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CARBON GREEN INC.

By:	/s/ Kenneth Lee
Name:	Kenneth Lee
Title:	Vice-President Finance
Dated:	June 1, 2010

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