FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended February 28, 1999
Commission File Number _____________
GOLD & GREEN, INC.
(Exact name of registrant as specified in its charter)
Nevada 11-34543389
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
(Address of principal executive offices)
(Zip Code)
(718) 769-4021
(Registrant's telephone number, including area code)
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.
X Yes No
State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of September 2, 1999
Common Stock 1,030,000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
February 28, November 30,
1999 1998
___________ ___________
CURRENT ASSETS:
Cash $ 4,090 $ 8,217
Other receivable - 1,350
___________ ___________
Total Current Assets 4,090 9,567
___________ ___________
OTHER ASSETS:
Organizational costs, net - 1,000
___________ ___________
Total Other Assets - 1,000
___________ ___________
$ 4,090 $ 10,567
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ 625
___________ ___________
Total Current Liabilities - 625
___________ ___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
25,000,000 shares authorized,
1,030,000 shares
issued and outstanding 1,030 1,030
Capital in excess of par value 22,064 22,064
Deficit accumulated during the
development stage (19,004) (13,152)
___________ ___________
Total Stockholders' Equity 4,090 9,942
___________ ___________
$ 4,090 $ 10,567
___________ ___________
NOTE: The balance sheet at November 30, 1998 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three From Inception
Months Ended on June 4,
February 28, 1995 Through
____________________ February 28,
1999 1998 1999
_________ _________ ___________
REVENUE $ - $ - $ -
_________ _________ ___________
EXPENSES:
General and administrative 4,852 - 18,004
_________ _________ ___________
LOSS BEFORE CHANGE
IN ACCOUNTING PRINCIPLE (4,852) - (18,004)
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE (1,000) - (1,000)
_________ _________ ___________
LOSS BEFORE INCOME TAXES (5,852) - (19,004)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
_________ _________ ___________
NET LOSS $(5,852) $ - $ (19,004)
_________ _________ ___________
LOSS PER COMMON SHARE $ (.01) $ - $ (.02)
_________ _________ ___________
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Three From Inception
Months Ended on June 4,
February 28, 1995 Through
___________________ February 28,
1999 1998 1999
_________ _________ ______________
Cash Flows Provided by Operating
Activities:
Net loss $(5,852) $ - $ (19,004)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Non-cash expense 1,000 - 1,000
Changes in assets and
liabilities:
Decrease (increase) in other
receivable 1,350 - -
Increase (decrease) in
accounts payable (625) - -
_________ _________ ______________
Net Cash Provided (Used) by
Operating Activities (4,127) - (18,004)
_________ _________ ______________
Cash Flows Provided by Investing
Activities:
Payments for organization costs - - (1,000)
_________ _________ ______________
Net Cash (Used) by Investing
Activities - - (1,000)
_________ _________ ______________
Cash Flows Provided by Financing
Activities:
Proceeds from common stock issuance - - 31,000
Payment of stock offering costs - - (7,906)
_________ _________ ______________
Net Cash Provided by Financing
Activities - - 23,094
_________ _________ ______________
Net Increase in Cash (4,127) - 4,090
Cash at Beginning of Period 8,217 - -
_________ _________ ______________
Cash at End of Period $ 4,090 $ - $ 4,090
_________ _________ ______________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the Period Ended February 28, 1999
None
For the Period Ended February 28, 1998
None
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Gold & Green, Inc. (the Company) was organized under the laws
of the State of Nevada on June 4, 1995. It intends to develop and pursue
patent protection for novelty items for the automotive industry. The Company
also intends to manufacture and market its inventions.
Condensed Financial Statements - The accompanying financial statements have
been prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows at
February 28, 1999 and for all the periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's November 30, 1998
audited financial statements. The results of operations for the periods ended
February 28, 1999 are not necessarily indicative of the operating results for
the full year.
Organization Costs - The Company has expensed its organization costs, which
reflect amounts expended to organize the Company, in accordance with the
Financial Accounting Standards Board's Statement of Position 98-5.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per
Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the financial statements, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amount of revenues and expenses
during the reported period. Actual results could differ from those estimated.
NOTE 2 - DEVELOPMENT STAGE COMPANY
The Company was formed with a very specific business plan. However, the
possibility exists that the Company could expend virtually all of its working
capital in a relatively short time period and may not be successful in
establishing on-going profitable operations.
-5-
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK
Common Stock - In October 1998, the Company issued 30,000 shares of its
previously authorized, but unissued common stock. Proceeds from the sale of
stock amounted to $22,094 (or $1 per share), net of stock offering costs of
$7,906.
On June 21, 1995, in connection with its organization, the Company issued
1,000,000 shares of its previously authorized, but unissued common stock.
Total proceeds from the sale of stock amounted to $1,000 (or $.001 per share).
NOTE 4 - RELATED PARTY TRANSACTIONS
The principal shareholders are officers of the Company who also provide
professional and managerial services to the Company.
The Company maintains, rent free, a mailing address at the office of one of
its officers.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax asset/liability equal
to the expected future tax benefit/expense of temporary reporting differences
between book and tax accounting methods and any available operating loss or
tax credit carryforwards. At February 28, 1999, the Company has available
unused operating loss carryforwards of approximately $19,000, which may be
applied against future taxable income and which expire in 2018 through 2019.
The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards. The net deferred tax assets are approximately $6,500 and
$4,500 as of February 28, 1999 and November 30, 1998, respectively, with an
offsetting valuation allowance at each period end of the same amount resulting
in a change in the valuation allowance of approximately $2,000 for the three
months ended February 28, 1999.
-6-
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share for the
periods ended February 28, 1999 and 1998:
For the Three From Inception
Months Ended on June 4,
February 28, 1995 Through
____________________ February 28,
1999 1998 1999
_________ _________ _____________
Loss from continuing operations
available to common shareholders
(numerator) $(5,852) $ - $(19,004)
_________ _________ _____________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,030,000 1,000,000 1,003,297
_________ _________ _____________
-7-
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's results of operations and financial condition. The discussion should
be read in conjunction with the financial statements and notes thereto.
Plan of Operation
Gold & Green, Inc. is a new company in the development phase, engaged in
the development of novelty items primarily for the automotive industry. It
has completed the development of its first product, a decorative seat-belt
cover which can be personalized. Responses to the Company's advertisements in
nine local Brooklyn newspapers have been minimal mostly inquiries, and have
resulted in no sales to date. Management is presently contemplating other
possible ways to advertise the product, including tabloids newspapers, but no
decision has been made in this regard.
The Company does not have sufficient funding to meet its anticipated cash
needs. The current officers and directors are presently contemplating a
secondary offering of securities to fund the costs of operating the Company,
but no decision has yet been made in this regard. There is no assurance that
the Company will be able to successfully generate sufficient cash flows
through the marketing and selling of its product to fund continuing operations
or that the Company will be successful in raising additional funding.
The Company has experienced net losses during the development stage (June
4, 1995 to present) and has had no revenues during such period. Since
inception, the Company has expended all of its working capital and has had no
significant cashflows from business operations. On the date of this report, it
had assets of only $4,090 in the form of cash being held by an officer of the
Company. In light of these circumstances, the ability of the Company to
continue as a going concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
Forward-Looking Statements
When used in this Form 10-Q or other filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with the
approval of an authorized officer of the Company's executive officers, the
words or phrases "would be", "will allow", "intends to", "will likely result",
"are expected to", "will continue", "is anticipated", "estimate", "project",
or similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any forward-
looking statements, which speak only as of the date made, and advises readers
that forward-looking statements involve various risks and uncertainties. The
Company does not undertake, and specifically disclaims any obligation to
update any forward-looking statements to reflect occurrences or unanticipated
events or circumstances after the date of such statement.
-8-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Securityholders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
27 Financial Data Schedule
(b) Reports on Form 8-K:
None.
-9-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GOLD & GREEN, INC.
Date: September 2, 1999 By /s/ Maureen Abato
Maureen Abato
President
Date: September 2, 1999 By /s/ Frank Carbonaro
Frank Carbonaro
Secretary - Treasurer
-10-
<PAGE>
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> FEB-28-1999
<CASH> 4,090
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,090
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,090
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,030
<OTHER-SE> 3,060
<TOTAL-LIABILITY-AND-EQUITY> 4,090
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,852
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,852)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,852)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (1,000)
<NET-INCOME> (5,852)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
