<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
GOLD & GREEN, INC.
(Name of Small Business Issuer in its Charter)
Nevada 11-34543389
(State of Incorporation) (IRS Employer Identification No.)
c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
(Address of Principal Executive Offices)
(718) 769-4021
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
<S> <C>
Shares of Common Stock, par value $.001 OTC Bulletin Board
</TABLE>
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<PAGE> 2
PART I
Item 1. Description of Business.
Gold & Green, Inc. (the "Company") is filing this Form 10-SB on a
voluntary basis so that, as a reporting company, its securities will be eligible
for trading on the Electronic Bulletin Board of the National Association of
Securities Dealers, Inc.
The Company was incorporated in the State of Nevada on June 21, 1995, and
was inactive until 1998, when its board of directors developed its current
business plan.
The Company is engaged in the development of original novelty items in
connection with the automotive industry. If funds permit, the Company may seek
patent and trademark protection on its products, and also intends to try to
manufacture and market its inventions.
The Company's first product is a novelty seat belt cover, which can be
personalized, designed in attractive colors and fabrics. The Company believes
these covers might encourage and increase the use of seat belts, particularly
among children and those who might otherwise not use a seat belt. Either
original creations will be used, or the Company will seek to license existing
images such as cartoon characters and other characters from the media. To date
the Company has completed several prototypes of this product and had patent
counsel perform a patent search. The Company has completed revision of the
prototype which it does not believe infringes on any existing patents. While the
Company may consult with patent counsel again to explore whether it is feasible
to apply for a patent on the seat belt cover, it has already commenced
advertising of this product without a patent. There is no guarantee that the
seat belt covers will prove to be patentable, or that the Company will have
sufficient funds to pursue its invention beyond its current status without the
need to raise additional funds. As of the date of the Form 10-SB, the Company
had not yet identified any sources of additional funding, although it is
considering conducting a second offering of securities.
The Company's current activities with regard to the novelty seat belt
cover consist of and are limited to: placing advertisements in nine local
newspapers in Brooklyn (including the Kings Courier and Bay News), which will
run for three consecutive weeks. The Company also continues to research
potential markets. The Company expects to produce a limited number of seat belt
covers for its first production run. It is anticipated that the costs of
production, packaging (using large padded envelopes) and mailing (at regular
postage rates) will not exceed seven dollars per unit, and that the covers will
be marketed at a price of fifteen dollars. The Company is also considering
placing advertisements for direct sale of the seat belt covers in tabloid
magazines such as The Enquirer, The Star, The Examiner, and/or The Globe. One of
the officers is currently researching potential advertising markets such as the
tabloid newspapers, to determine what the costs would be for such advertising.
There is no guarantee that the Company will have sufficient funds to adequately
advertise its products, beyond the ads which are currently running in nine local
Brooklyn newspapers. However, if the Company is able to advertise its seat
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belt cover in magazines or elsewhere, and orders are received, the officers
believe they have sufficient resources and materials on hand to permit
fulfillment of up to five hundred seat belt covers. The resources presently on
hand include the use of two sewing machines owned by the officers, and an
inventory of bolts of several different kinds of fabric, again owned by the
officers. Following commencement of operations, in the event that orders are
received over and above the five hundred unit mark, the Company is presently
considering converting the garage on the premises owned by the Company's
president into a production facility. The garage is of average size and
presently unused, and the Company's president has agreed to allow the Company to
use it at no charge for a period of at least six months. The only significant
expense relevant to converting the garage is the cost of running electric lines
into the property. The Company's president has agreed in principle to lend the
Company up to $1,000 for the purpose of converting the garage to this business
use, such loan to be repayable within two years at an annual interest rate of
five percent.
Some of the material risks involved in the Company's proposed manufacture
and sale of the seat belt covers include the costs of advertising. No definitive
information is yet available as to the potential costs of placing simple
advertisements in tabloid magazines; however, the Company's officers have agreed
in principle to lend the Company up to $500 each for the purpose of placing ads.
If such amounts prove to be insufficient, additional funds would be required and
no source of additional funding has yet been identified. Production costs for
the advertisements would be kept to a minimum as the ads would be written by the
Company's president and any art work or photography would be done by friends and
associates of the Company's officers at minimal cost. An ad for the seat belt
covers, under the name "Fashion Your Seat Belts," is currently appearing in nine
local Brooklyn newspapers, and will run for three consecutive weeks, at a cost
of approximately $325.
Another significant risk pertinent to the seat belt cover product is that
the potential market for this product will prove to be uninterested and
unwilling to place orders.
The Company does not believe its seat belt product will be affected by any
governmental safety rules or regulations, as it is merely making a decorative
cover to be slipped onto automobile seat belts. While the seat belts themselves
are required to conform to safety standards, it is not believed that such
regulations apply to the seat belt cover.
As an estimated timetable for commencement of operations with regard to the
seat belt cover, the Company is prepared to fulfill any orders received up to
500 units, once orders are received, as to which no assurance can be given. The
Company completed re-design of the prototype in early July and although it does
not intend to consult with patent counsel to confirm that its product does not
infringe on existing patents, management and company counsel believe that its
product is differentiated from other products and that no patent infringement
will result. Additional advertisements may be placed during the month of August,
assuming sufficient funds are available for this purpose, as to which no
assurances can be given. Beyond that, it is impossible to estimate a time frame
for receipt of orders. Any orders that are received, up to the
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five hundred unit maximum for which the Company believes it has sufficient
materials on hand, are expected to be filled within ten days of receipt.
In the event of receipt of orders in excess of the five hundred unit
maximum, the Company may find it necessary to retain the services of a
seamstress and an artist (for design of the covers in accordance with orders
received). The Company's president has approached an experienced seamstress and
an artist, both of whom have expressed willingness to be paid a minimal amount
of compensation and to be paid as independent contractors.
The Company's second product is a tire air pressure gauge, which can be
placed on automobile tires in lieu of the caps that appear on the valve stem on
tires. Unless a car's tires register between 28 and 32 pounds of pressure, the
car could pull off to the side and a hazardous condition could result. Other
companies have produced dice or smiley faces or other similar decorative valve
cover replacements, but the Company is not aware of any existing product that
replaces the valve cover with a miniature air pressure gauge. No patent search
has yet been done on this item and a prototype is not yet complete. Therefore,
no estimates can be provided as to when manufacture and sale of this item may
commence. At the present time the Company's officers are focusing on the novelty
seat belt cover. Further development of the tire air pressure gauge is dependent
upon receipt of revenues from the Company's first product, as to which no
assurances can be given. It can be expected, however, that many of the risks
associated with the novelty seat belt cover will also be applicable to the tire
air pressure gauge, including the need for additional funding and the fact that
no sources of additional funding have been identified. It is also possible that
the tire air pressure gauge may fall within the purview of federal automotive
safety regulations, but this cannot be determined until the Company has
sufficient funds to consult with an attorney experienced in this area, and at
the present time, such funds are not available.
The Company may find it necessary to engage the services of an outside
manufacturing company to produce a prototype of the tire air pressure gauge.
There is no guarantee that the Company will have sufficient funds to engage a
manufacturing company, unless additional funds are raised.
The Company is considering licensing its products, or it may pursue direct
marketing, a method of offering new and innovative products directly to the
consumers which can be lucrative but expensive. A computer consultant was paid a
deposit toward development of a World Wide Web site for advertising its two
inventions, but design of the website is not yet complete, and the Company
presently believes it will not have sufficient funds to complete the Web site
without conducting a second offering of securities. Production of an
informercial for broadcast television is also under consideration. No guarantee
can be given, however, that the Company will have sufficient funds either to
complete a website or to hire a producer of quality informercials and/or to
purchase the necessary broadcast air time. Such activities would in all
likelihood not be possible until and unless the Company's original
advertisements, currently running in nine local Brooklyn newspapers, are
successful in yielding orders. There is no guarantee that the Company will have
sufficient funds to place additional advertising or that the ads would result in
orders.
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Initial costs are being low by not having any full-time employees. At
least initially, the Company believes it will only require the services of
artists, prototype designers and counsel, including patent counsel, all of whom
have been, or will be, compensated as independent contractors and not as
employees. The Company's secretary-treasurer received a one-time payment for
services rendered on the Company's behalf, in the amount of $1,500. The
Company's former president was paid $2,000. The current president, Maureen
Abato, who is also the Company's counsel, has agreed to serve as president
without compensation for the foreseeable future. Additional fees may be paid to
the officers for their services, funds permitting, and subject to Board
determination in the future. In the event the services of a seamstress and
artist prove to be necessary, they will be compensated out of funds received
from purchasers of the seat belt covers. The Company does not expect that it
will accept charge orders, at least initially, but instead will require
purchasers to send money orders, thus limiting the possibility of dishonored
checks.
The Company intends to promote its products not only as unique and
innovative additions to an automobile, but also as potential safety features.
The Company may contact social groups known for activism in the area of
automotive safety, and possibly to seek endorsement from such groups, which are
focused on the prevention of injuries and fatalities during traffic accidents.
The tire air pressure gauge is believed to make it substantially easier to judge
quickly whether one's tires contain adequate air pressure and thus may
contribute to a safer environment for drivers, resulting in potentially fewer
injuries and fatalities from car accidents. There is no guarantee that any such
groups would be willing to give their endorsement to either of the Company's
products, and as of the date of the Form 10-SB, no such groups had yet been
contacted. As indicated elsewhere herein, the officers are presently focused on
researching potential markets; researching possible sources of additional
advertising; and drafting proposed advertisements.
Patent counsel has advised the Company that some types of decorative seat
belt covers are already on the market; however, it is believed that the minor
changes which the Company has made to its design have distinguished the
Company's product from others, so as not to infringe on any existing patents.
Competition for the tire air pressure gauge has not yet been determined.
It is highly likely that the Company will need additional funds within the
next year in order to continue with the development of its products. As
indicated elsewhere herein, no sources of potential funding have yet been
identified, with the exception that each of the Company's officers has agreed in
principle to loan the Company up to $500 for advertising. In addition, the
Company's president has agreed in principle to pay up to $1,000 toward the costs
of converting her garage into a production room, such $1,000 to be repaid within
two years at an annual interest rate of five percent. The Company is presently
considering the possibility of approaching its shareholders for an additional
investment through a second offering of securities. The Company's president has
agreed to provide the legal services necessary to put together a securities
offering at a minimal legal fee of $5,000, to be paid from the gross proceeds of
the offering. There is no guarantee that any of the Company's shareholders will
be willing to invest additional funds in the Company's proposed business or that
adequate funds could be received
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<PAGE> 6
through this funding method.
In the event the Company is unable to conduct its proposed business, it is
likely that it would become what is known as a "shell" company, or a company
which has failed at its proposed business plan but continues to exist as a
public entity. The Company has no plans to liquidate if it fails to receive
sufficient funding or otherwise fails at its proposed business. Instead, the
Company would in all probability seek to merge with or acquire another presently
unidentified business, and the Company's officers believe that in such event,
they would give substantially higher consideration and priority to companies
which have already commenced operations.
It is presently impossible for the Company to provide reasonable estimates
of the amount of funding necessary for its two proposed products during the next
twelve months, because certain costs and expenses will be incurred only in the
event orders are received, and no guarantee can be given that any orders will be
received. The Company will have no expenses for rent or officer compensation or
utilities. However, the Company will incur expenses simply by virtue of being a
public company, including legal and accounting fees for the preparation and
filing of periodic reports, and the costs of filing such reports via EDGAR with
the SEC. Such fees can be estimated at a minimum of ten thousand dollars
($10,000) during the next year. As indicated elsewhere herein, the Company may
have inadequate funds available to pay such legal, accounting and filing fees,
and no sources of additional funds have yet been identified for this purpose,
except that the officers are presently contemplating conducting a second
securities offering. There is no guarantee that the Company's shareholders would
be willing to invest additional funds in the Company's business, and even if
they were willing to do so, there are risks associated with such an offering.
These risks include the fact that the issuance of a sizable number of additional
shares of the Company's common stock would make the Company a less attractive
entity for merger or acquisition in the event it should eventually fail at its
business plan and become a "shell" company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The Company has utilized a portion of the net proceeds from its offering
of securities to complete the design and manufacture of the definitive prototype
for the seat belt cover, and to compensate patent counsel for the patent search
on this first item. Management believes that it does not have sufficient funds
on hand for the creation of the prototype for its second product, the tire air
pressure gauge. To the extent that funds are insufficient for the entire process
of prototype design and patent search on the tire air pressure gauge, Management
believes that it may be necessary to conduct a second offering of securities to
supplement existing funds. As disclosed elsewhere herein, additional funds may
also be necessary for the manufacture and marketing of the Company's first
product, the novelty seat belt cover. A second securities offering would carry
certain risks, including the fact that the issuance of additional shares of the
Company's common stock would make the Company a less attractive or viable
candidate for merger or acquisition, should the Company eventually fail at its
proposed business and become a "shell" company.
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The Company intends to continue to voluntarily file periodic reports in
the event its obligation to file such reports is suspended under the Exchange
Act. However, the Company will only be able to continue to file such reports to
the extent it has sufficient funds to pay the associates costs including legal,
accounting and filing expenses.
The Company presently has no formal day-to-day operations. Its officers
meet approximately once per month and speak on the telephone several times each
week, to discuss research into potential sources of additional advertising and
other matters. Because management is confident that the redesigned prototype
does not infringe on existing patents, the Company does not anticipate
consulting with patent counsel on this issues. Patent counsel may, however, be
consulted again with regard to the feasibility and expenses involved in pursuing
a patent on the seat belt cover. Assuming that the Company's present
advertising, consisting of an ad which will appear in nine local Brooklyn
newspapers for the next three weeks, yields orders for the seat belt cover, the
officers have agreed to spend several hours each day in fulfillment of such
orders, which would include reviewing the orders, creating the seat belt covers
on the two sewing machines owned by the officers and lent to the Company for
this purpose, and the packaging of the seat belt covers for mailing to the
purchasers.
At the present time, the Company's two officers each devotes less than
five percent of his or her time to the Company's business. As disclosed
elsewhere herein, in the event that orders are received, each of the officers
has expressed willingness to enlarge the amount of time to be devoted to the
Company's business, to approximately fifteen to twenty percent of their time.
With the exception of the computer consultant whose services were retained
for development of a Worldwide Website, and a seamstress and an artist who are
friends of the Company's president, the Company's officers do not know of any
particular consultants or advisers who might be retained by the Company. In the
event it becomes necessary or advisable to retain the services of additional
workers, the officers will consider whether the proposed candidate has
sufficient experience in the particular area of performance (i.e., any
seamstress to be considered would have to produce references describing similar
types of positions held in the past, and any artist would be required to show a
portfolio indicating a background in similar work). With regard to consultants
or advisers, the Company can presently foresee the potential need only for a
consultant to assist with the creation of a prototype for the tire air pressure
gauge. Candidates for this position would have to demonstrate (via portfolio,
references, and/or resume) that s/he is experienced in the development and
manufacture of prototypes for small mechanical gadgets. No consultant is
expected to be retained for more than a period of a few months. The Company is
not a party to any preliminary agreement or understanding with regard to the
hiring of any consultants, nor will the Company pay any consultants' fees to its
officers or to principal shareholders. In the event the Company becomes a
"shell" company and seeks to locate and identify merger or acquisition
candidates, no consulting fees will be paid either to the officers or to
principal shareholders, and no finders' fees will be paid to any of such persons
in connection with the identification of potential candidates for business
recombination.
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At the present time the Company is not a party to any preliminary
agreement or understanding with respect to any loan agreement involving its
officers and directors or affiliates or any lending institutions, except that
each of the Company's officers has agreed to lend the Company up to $500 for the
placement of advertisements, and the Company's president has agreed in principle
to expend up to $1,000 toward the conversion of the garage on her property into
a production room for the Company. The Company does not intend to make any loans
to any other persons, including affiliates, and at the present time, the
officers are unaware of any circumstances which could operate to change this
position against the making of loans.
At the present time the Company is not a party to any plan, proposal,
arrangement or understanding with respect to the sale or issuance of additional
securities in the near future. Further, none of the Company's officers,
directors, promoters, their affiliates or associates have had any preliminary
contact or discussions with any representatives of the owners of any business or
company regarding the possibility of acquisition or merger transaction, and
there are no present plans, proposals, arrangements or understandings in such
regard with any such representatives.
In the event the Company should become a "shell" company, interested in
consummating a merger or acquisition transaction with another entity, the
Company will endeavor to obtain complete disclosure documentation, including
audited financial statements, concerning a target company and its business, and
to provide the Company's shareholders with such disclosure. However, should the
Company find itself in a position where it is contemplating a merger or
acquisition with a particular business which, in the opinion of the Company's
management, is a viable candidate with significant business prospects, the
inability of the target company to produce audited financial statements prior to
the consummation of a merger or acquisition will not in and of itself serve to
prevent the transaction, provided that the target company undertakes, in the
definitive merger or acquisition contract, to obtain audited financial
statements in the near future following the transaction, and to make all
necessary periodic filings.
The Company has no intention of borrowing funds and using the proceeds
therefrom to make payments to the Company's promoters, management or their
affiliates or associates. The only exception might be the payment of legal fees
to the Company's counsel, who is also its president, for legal services in
connection with a second offering of securities and/or the preparation and
filing of periodic reports on the Company's behalf.
The Company is not a party to any arrangement, agreement or understanding
between non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of the Company's affairs. The Company's affairs are managed by, and
will continue to be managed by, its board of directors, acting as a body and
without the influence of other parties. All shareholders are free to exercise
their vote either for or against the current members of the Board of Directors,
and it is therefore impossible to say whether or not non-management shareholders
will continue to elect the current directors to the Company's board.
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In the event the Company should fail at its proposed business, as
discussed elsewhere herein, it is likely that it would then become a "shell"
company hoping to merge with or acquire another business. The present officers
and directors have agreed that the policy of the Company with regard to
potential candidates for merger or acquisition is that merger or acquisition
will not be considered if any of the Company's promoters, management or their
affiliates or associates has a direct or indirect ownership interest in the
target candidate. Management believes this is the best policy, as it eliminates
potential conflicts of interest, non-arm's length transactions, and the question
of pecuniary benefit in the form of a windfall to related parties. Management is
presently unaware of any circumstances under which this policy, through their
own initiative, might be changed.
The Company's president, Maureen Abato, Esq., has been a principal of two
"blank check" companies (i.e., companies which conducted public offerings and
raised funds without a defined business plan, and which thereafter sought to
merge with or acquire other businesses). As disclosed under "Management" herein,
Ms. Abato was an officer, director and principal shareholder of Avalon
Enterprises, Inc., which later acquired another business and changed its name to
Avalon Community Services, and of Bishop Equities, Inc., which later acquired
Hemex, Inc. and Aethlon, Inc. Ms. Abato is free to pursue involvement with other
"blank check" companies, and/or with other companies which had business plans
but then became "shell" companies, and intends to do so. Thus, there is a
potential for conflicts of interest in the review of merger and acquisition
candidates for the Company. Ms. Abato may find herself in a position where she
is reviewing a potential candidate for merger or acquisition, and must decide
whether to refer the candidate to the Company, or to another entity with which
she may be involved. No corporate policy or other understanding exists with
regard to such potential conflicts of interest. This should be considered a
material risk in the event the Company should become a "shell" company. Mr.
Carbonaro, the Company's secretary, does not presently intend to become involved
in any other business ventures.
The Company believes it has sufficient revenues to meet its minimum
obligations for approximately eight months. Unless during that time, orders are
generated through advertising and revenues are received by the Company, it will
have to raise additional funds. The only source of potential funding which has
yet been contemplated by management is the possibility of conducting a second
securities offering, either to the public or targeted to the present
shareholders. There is no guarantee that the existing shareholders would be
willing to invest further funds in the Company's business, or that other
shareholders could be persuaded to invest their money in the Company,
particularly given its lack of activity and failure to generate revenues to
date. Therefore, it must be said that the Company's prospects for raising
additional funds are weak, and that there is a substantial risk that the Company
will be unable to generate revenues and could become a "shell" company.
Item 3. Description of Property.
The Company owns no properties and is utilizing space in the office of its
counsel,
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Maureen Abato, who is also the Company's president and a director, consisting
mainly of a mailing address, phone service, and fax and copier services, at no
charge, and this arrangement is intended to continue for the foreseeable future
or until the Company has sufficient funds to lease its own space, which would
not occur unless and until the Company has commenced marketing and sales of at
least one of its two proposed products. In addition, the Company's president has
agreed in principle to expend her own funds in an amount up to $1,000, for the
conversion of the garage on her property into a production room for the
Company's use. The funds spent on such conversion would be required to be repaid
within two years at an annual interest rate of five percent. However, there is
no guarantee that the Company will achieve sufficient operations to require the
use of the converted garage.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's common stock owned by (i) each person
known to own beneficially more than 5% of the outstanding shares; (ii) each
director of the Company, and (iii) all directors and executive officers of the
Company, as a group. The numbers shown are accurate as of the date of the Form
10-SB.
<TABLE>
<CAPTION>
Name and address Number of
of Beneficial Owner Shares Owned Percentage Ownership
- ------------------- ------------ --------------------
<S> <C> <C>
Maureen Abato 550,000 53%
2732 East 21st Street
Brooklyn, NY 11235
Frank Carbonaro 450,000 44%
5811 Avenue O
Brooklyn, NY 11234
All directors and officers
as a group (two persons) 1,000,000 97%
</TABLE>
At the present time the Company's management is unaware of any
circumstances under which additional shares may be issued to management,
promoters or their affiliates or associates.
North Coast Securities, Inc., an NASD-registered broker-dealer located in
San Francisco, California, has agreed to act as a marketmaker in the Company's
shares, in the event its application for a listing on the Electronic Bulletin
Board is accepted. The only discussions which have taken place have occurred
between the Company's president and James Fuller of North Coast Securities, who
is an acquaintance. The substance of the discussion was limited to the
expression of interest by North Coast Securities in acting as a marketmaker.
Neither the
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Company nor anyone acting on its behalf is expected to take any affirmative
steps to request or encourage any other broker-dealer to act as a marketmaker
for the Company's securities, and there have been no preliminary discussions or
understandings (with the exception of North Coast Securities), and the Company
has no intention of utilizing the services of any consultants to obtain
additional marketmakers.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
All directors of the Company hold office until the next annual meeting of
the shareholders or until their successors are elected and have qualified.
Officers hold office until their successors are appointed, subject to the
earlier removal by the Board of Directors, or resignation. Directors are not
compensated for acting in such capacity nor for attending meetings of the Board
of Directors.
There are no agreements or understandings for any officer or director to
resign at the request of any other person, and none of the officers or directors
is acting on behalf of, or will act at the direction of, any other person.
<TABLE>
<CAPTION>
Directors and Executive Officers Age Positions Held
- -------------------------------- --- --------------
<S> <C> <C>
Maureen Abato
2732 East 21st Street
Brooklyn, NY 11235 40 President, director
Frank Carbonaro
5811 Avenue O
Brooklyn, NY 11234 45 Secretary-Treasurer, Director
</TABLE>
MAUREEN ABATO, the Company's president and a director (and company
counsel) earned a B.A. from New York University in 1980 and a J.D. from Brooklyn
Law School in 1984. She has been a securities lawyer in private practice in New
York City since 1985. Until 1989 she owned and managed Metropolitan Stock
Transfer Company. During 1996-97 she was also an associate at Singer, Zamansky,
a securities law firm located near Wall Street. She was an officer and director
of Avalon Enterprises, Inc. (now Avalon Community Services) from 1991 to 1992.
During 1989 she was counsel to and a director of Medizone International, Inc., a
public company engaged in research and development into medical uses of ozone.
From 1993 to 1997, she was an officer and director of Coronado Communications
Corp. (now Nesko Industries) and of Davenport Ventures, Inc. (now Royal
Financial Corp.) During 1997 she was an officer and director of The Enterprise,
a public company engaged in developing a word processing business. Since 1991
she has been secretary-treasurer and a director of Bishop Equities, Inc., a
public "blank check" company which, during March, 1999, acquired Hemex, Inc. and
Aethlon, Inc. Ms. Abato has no experience in the area of automotive products.
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FRANK CARBONARO, the Company's secretary-treasurer and a director, has
been a partner and co-owner of Rock With Us Drywall, located in Brooklyn, New
York, for the past eleven years. Rock With Us Drywall is engaged in commercial
and residential construction for both homeowners and as subcontractors,
throughout most of the boroughs of New York City and also in Pennsylvania,
specializing in sheetrock and framing. Mr. Carbonaro has limited experience in
the automotive industry, through the repair and refinement of car engines and
related matters, on an individual basis and primarily as a hobby.
The persons above named are the only persons whose activities will be
material to the operations of the Company. Both Ms. Abato and Mr. Carbonaro
could be considered the Company's promoters as such term is defined in the
Securities Act, and they are the Company's only promoters.
Item 6. Executive Compensation.
The Company's former president was paid a one-time fee of $2,000 as
compensation, together with a $125 reimbursement for prototype expenses. Frank
Carbonaro, the Company's secretary-treasurer, was also paid a one-time fee, in
the amount of $1,500, with future compensation to be determined by the Board
once the Company has generated income. The Company's current president, Maureen
Abato, who is also its counsel, has agreed to serve as president without
compensation for the foreseeable future. The Company has no employment
agreements with its officers and does not presently anticipate executing any
such agreements. The officers devote only a small portion of their time (at
present, less than five percent) to the Company's business and no limitations
have been placed on the ability of the officers to engage in other business
activities. This could give rise to potential conflicts of interest.
Item 7. Certain Relationships and Related Transactions.
On June 21, 1995, the Company issued 1,000,000 shares to Maureen Abato,
its counsel, for consideration of $1,000 actually paid in incorporation
expenses. Subsequently, also on June 21, Ms. Abato transferred 450,000 shares to
Frank Carbonaro, and 450,000 shares to the Company's former president. Ms. Abato
felt that it was important for management to have a stake in the Company, and
that the ownership of shares would balance out the amount of compensation to be
paid to the officers. In connection with his resignation as president during
1999, Mr. Brodie returned the 450,000 shares to Ms. Abato. Both parties felt
that it would be inappropriate for him to continue to own the shares when he had
resigned his position prematurely.
During September, 1998, the Company conducted an offering of shares of its
common stock, pursuant to Regulation D, Rule 504 of the Securities Act of 1933,
as amended, and in reliance upon the exemption from registration provided in
Regulation D and Rule 504. A total of $30,000 in gross proceeds were raised
through the sale of 30,000 shares of common stock, all of which were sold to
individual shareholders and issued on October 9, 1998.
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In August, 1998, the Company's Articles of Incorporation were amended via
a filing made with the Nevada Secretary of State, changing the Company's name
from Caspers, Inc. to its current name, Gold & Green, Inc.
Maureen Abato, the Company's counsel and a shareholder, was paid a legal
fee of $5,000 plus reimbursement of expenses in connection with the Company's
securities offering and other legal and corporate expenses.
Until January, 1999, the Company was located in the office of its former
president, without charge. Since that time the Company has maintained a mailing
address in the office of its counsel and current president, again without
charge.
Frank Carbonaro, the Company's secretary-treasurer and a director, was
paid a one-time fee in the amount of $1,500, for services rendered and to be
rendered to the Company. Future compensation will be at the discretion of the
Board of Directors and subject to the Company's generation of income. The
Company's former president was paid a one-time fee of $2,000 plus prototype
development expenses of $125.
Item 8. Description of Securities.
The Company is authorized to issue 25,000,000 shares of common stock,
$.001 par value per share, of which 1,030,000 shares were issued and outstanding
as of the date of the Form 10-SB. No other securities have been issued.
Shareholders are entitled to one vote for each share held of record on each
matter submitted to a vote of shareholders. There is no cumulative voting with
respect to the election of directors, with the result that the holders of more
than 50% of the shares voted in the election of directors can elect all of the
directors and thus effectively control the Company. Shareholders are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor, and, in the event of liquidation,
dissolution or winding up of the Company's affairs, are entitled to share
ratably in all assets remaining after payment of liabilities. Shareholders have
no preemptive rights and have no rights to convert their shares into any other
securities. All of the outstanding shares were issued as fully-paid and
nonassessable.
Pursuant to the corporate statutes of the State of Nevada, certain
corporate actions may be taken without a vote of or notice to the shareholders.
A total of 1,000,000 of the shares currently issued and outstanding are
eligible for sale pursuant to, and in compliance with, Rule 144 of the
Securities Act
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other
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Shareholder Matters.
No public market has yet been established for the Company's shares. No
dividends have been paid to date and none are expected to be paid in the
foreseeable future.
There are at present no plans, proposals, arrangements or understandings
with any person with regard to the development of a trading market in the
Company's securities, except that North Coast Securities, Inc., located in San
Francisco, California, has agreed to file and has filed an application to
initiate trading on the Electronic Bulletin Board. The application is pending.
As of the date of the filing of the Form 10-SB the Company has 18
shareholders of record.
The existence of Rule 15(c)2-6 (the "Rule") should be noted. Promulgated
under the Exchange Act, the Rule sets forth sales practice requirements for
certain securities. The Rule imposes certain additional requirements on sales
practices utilized by broker-dealers which may sell the Company's securities to
persons other than established customers and "accredited investors." For
transactions covered by the Rule, the special 'suitability determinations' for
the proposed purchaser must be made by the broker, and a written agreement to
the transaction must be furnished by the purchaser to the broker prior to the
sale. In the event that a trading market should develop for the Company's
shares, the Rule may have the effect of hampering the ability of shareholders to
re-sell their shares.
In addition, the Securities and Exchange Commission (the "Commission") has
adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Broker-dealers are required, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Commission that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customer's confirmation. Such disclosure requirements may have the
effect of reducing the level of trading activity in the market for the Company's
shares, in the event they are subject to the penny stock rules and in the event
that a trading market should develop in the Company's shares. Shareholders could
therefore find it difficult to re-sell their shares.
Item 2. Legal Proceedings.
As of the date of the Form 10-SB, no legal proceedings are pending by or
against the Company, nor, to Management's knowledge, have any legal proceedings
been threatened.
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Item 3. Changes in and Disagreements With Accountants.
The Company's original auditor, Jody M. Weber, CPA, whose office is in New
Jersey, resigned on November 2, 1998, because she was not authorized to perform
audits on companies located in New York State. Arnold Berman & Company was then
retained to audit the Company's financial statements for the fiscal year ended
November 30, 1998.
The former accountant's report on the financial statements dated October
9, 1998, did not contain any adverse opinion or disclaimer of opinion, and was
not modified as to uncertainty, audit scope, or accounting principles.
The decision to accept the resignation of the former accountant was
approved by the Company's Board of Directors, as was the retention of Arnold
Berman & Company.
There were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
Item 4. Recent Sales of Unregistered Securities.
A total of 1,000,000 shares were issued on June 21, 1995, for
consideration of $1,000 actually spent by Maureen Abato in incorporation
expenses for the Company. These 1,000,000 shares were issued pursuant to Section
4(2) of the Securities Act of 1933, as amended. On October 9, 1998, an
additional 30,000 shares were issued to a total of 16 purchasers, pursuant to
and in reliance upon an exemption from registration provided by Rule 504,
Regulation D of the Securities Act. The facts relied upon to make the exemption
available included that the Company made adequate disclosure to the investors in
compliance with Rule 504; that both the manner of sale and the amount raised
were within the limitations set forth in Rule 504; and that management made a
determination, based upon information contained in investor representation
letters executed by all purchasers, that each investor was capable of
understanding and evaluating the risks associated with a purchase of the
Company's shares and of making a reasonable determination to purchase the
shares. All 30,000 shares were sold for cash consideration of $1.00 per share,
and a total of $30,000 in cash proceeds was received by the Company. The
purchasers in the Company's stock offering were: Tim Abato (1,000 shares); James
R. O'Mahony (2,000); Frank P. Pirrone (1,000); Robert Bonanno (2,500); Seiko
Bonanno (2,500); Joseph Biondo (200); Josephine Bonanno (2,500); Giovanni
Bonanno (2,500); Robert A. Paradiso (2,000); Anthony Federico (2,000); Thomas M.
Federico (2,000); Donna Pirrone (2,500); Frank T. Pirrone (2,500); Steven
Friedman (2,500); John J. O'Mahony Sr. (2,000); and Peter Bernal Jr. (300).
Item 5. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that no director or
officer of the Company shall be personally liable to the Company or to any of
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of such officer or
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director, except for acts or omissions involving intentional misconduct, fraud
or a knowing violation of law, or the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. The Company's Bylaws provide that
the Company shall indemnify its directors and officers, including former
directors and officers, against expenses actually and necessarily incurred by
them in connection with the defense of any action, suit or proceeding in which
the directors or officers are made parties, by reason of being or having been
such directors or officers, except in relation to matters as to which the
director or officer shall be adjudged in such action, suit or proceeding to be
liable for negligence or misconduct in the performance of duty.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Company, in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than payment by the Company of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
PART F/S
Previously filed with this Form 10-SB were the registrant's audited
financial statements for its last two fiscal years, ended November 30, 1997 and
November 30, 1998. During prior years the registrant was inactive.
PART III
Item 1. Index to Exhibits.
No. 2: Charter and Bylaws - previously filed
Item 2. Description of Exhibits.
The Company's exhibits (charter and bylaws, and audited financial
statements) were previously filed.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant
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caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Gold & Green, Inc.
-----------------------------------
Date: July 12, 1999 By: Maureen Abato
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Maureen Abato, President
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