<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
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., 330 E. 39th St. #36-C, New York, NY 10016
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 883-0878
- --------------------------------------------------------------------------------
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Shares of Common Stock, par value $.001 OTC Bulletin Board
- -------------------------------------------- ------------------------------
Securities to be registered under Section 12(g) of the Act:
None
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<PAGE> 2
PART I
Item 1. Description of Business.
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. 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.
The 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.
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. 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.
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
2
<PAGE> 3
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.
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.
Patent counsel has advised the Company that some types of decorative seat
belt covers are already on the market; however, it is believed that minor
changes to its designs can be made to distinguish 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.
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 several versions of the
prototype for the seat belt cover, and to compensate patent counsel for the
patent search on this first item. Management believes that sufficient funds
remain for the creation of the prototype for its second product, the tire air
pressure gauge, unless the services of an outside manufacturing company are
required. 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.
Item 3. Description of Property.
The Company owns no properties and is utilizing space in the office of its
counsel, 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.
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
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<PAGE> 4
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%
330 East 39th Street - #36-C
New York, NY 10016
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>
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.
<TABLE>
<CAPTION>
Directors and Executive Officers Age Positions Held
- -------------------------------- --- --------------
<S> <C> <C>
Maureen Abato
330 East 39th Street - #36-C
New York, NY 10016 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.
4
<PAGE> 5
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 company seeking merger or acquisition as a blank-check company. Ms. Abato
has no experience in the area of automotive products.
FRANK CARBONARO, the Company's secretary-treasurer and a director, has
been a partner and co-owner of Rock With Use 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.
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 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 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, who later
transferred the shares back to Ms. Abato. An additional $30,000 shares were
issued after completion of the Company's securities offering, for consideration
of $30,000.
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.
5
<PAGE> 6
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 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.
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<PAGE> 7
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.
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.
There have been no recent sales of unregistered securities of the Issuer.
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 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
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<PAGE> 8
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
Filed herewith are 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.
Ex-3.I: Corporate Charter and Articles of Incorporation
Ex-3.II: By-Laws
Item 2. Description of Exhibits.
The only exhibits hereto are a copy of the Company's charter (and
amendment) and by-laws.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Gold & Green, Inc.
------------------
Date: January 29, 1999 By: Maureen Abato
---------------- ------------------------
Maureen Abato, President
8
<PAGE> 9
[LETTERHEAD OF ARNOLD BERMAN & COMPANY, LLP]
INDEPENDENT AUDITORS' REPORT
January 27, 1999
To the Shareholders
GOLD & GREEN, INC.
2116 East 66th Street
Brooklyn, New York 11234
We have audited the accompanying balance sheets of Gold & Green, Inc., as of
November 30, 1998 and 1997, and the related statements of income, deficit
accumulated during the development stage and cash flows for the years then
ended. These financial statements are the responsibility of the Corporation's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Gold & Green, Inc. as of
November 30, 1998 and 1997 and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ Arnold Berman & Company
ARNOLD BERMAN & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE> 10
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEET
<TABLE>
<CAPTION>
November 30, November 30,
1998 1997
-------- ------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 8,217 $ -0-
Other Receivable 1,350 -0-
-------- ------
TOTAL CURRENT ASSETS 9,567 -0-
-------- ------
OTHER ASSETS
Deferred Organizational Costs (Net of
accumulated amortization of $0) 1,000 1,000
-------- ------
TOTAL OTHER ASSETS 1,000 1,000
-------- ------
TOTAL ASSETS $ 10,567 $1,000
======== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 625 $ -0-
-------- ------
SHAREHOLDERS' EQUITY
Capital Stock, par value $0.001, 25,000,000 shares
authorized, 1,030,000 outstanding at November 30,
1998, and 1,000,000 at November 30, 1997 1,030 1,000
Additional Paid-In Capital 22,064 -0-
Deficit Accumulated During
the Development Stage (13,152) -0-
-------- ------
TOTAL SHAREHOLDERS' EQUITY 9,942 1,000
-------- ------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 10,567 $1,000
======== ======
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-2-
<PAGE> 11
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
INCOME STATEMENT
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
November 30, November 30,
1998 1997
-------- --------
<S> <C> <C>
REVENUES $ -0- $ -0-
-------- --------
EXPENSES
Computer Services 5,700 -0-
Legal Fees 650 -0-
Directors Fees 3,500 -0-
Accounting Fees 1,500 -0-
Miscellaneous Administrative Expenses 1,802 -0-
-------- --------
TOTAL EXPENSES: 13,152 -0-
-------- --------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $(13,152) $ -0-
======== ========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-3-
<PAGE> 12
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEARS ENDED NOVEMBER 30, 1998 AND 1997
<TABLE>
<CAPTION>
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON PAID-IN DEVELOPMENT
TOTAL STOCK CAPITAL STAGE
-------- ------ ------- --------
<S> <C> <C> <C> <C>
Balance - November 30, 1996 $ 1,000 $1,000 $ -0- $ -0-
Deficit Accumulated During
the Development Stage -0- -0- -0- -0-
-------- ------ ------- --------
Balance - November 30, 1997 1,000 1,000 -0- -0-
Initial Public Offering 22,094 30 22,064 -0-
Deficit Accumulated During
the Development Stage (13,152) -0- -0- (13,152)
-------- ------ ------- --------
Balance - November 30, 1998 $ 9,942 $1,030 $22,064 $(13,152)
======== ====== ======= ========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-4-
<PAGE> 13
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED
<TABLE>
<CAPTION>
November 30, November 30,
1998 1997
-------- ----------
<S> <C> <C>
OPERATING ACTIVITIES
Deficit Accumulated During
the Development Stage $(13,152) $ -0-
Adjustments to reconcile deficit
accumulated during the development
stage to net cash used in operating
activities:
(Increase) in Other Receivable (1,350) -0-
Increase in Accounts Payable 625 -0-
-------- ----------
NET CASH USED IN
OPERATING ACTIVITIES (13,877) -0-
-------- ----------
FINANCING ACTIVITES
Issuance of Common Stock 22,094 -0-
-------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 22,094 -0-
-------- ----------
INCREASE IN CASH 8,217 -0-
CASH - BEGINNING OF YEAR -0- -0-
-------- ----------
CASH - END OF YEAR $ 8,217 $ -0-
======== ==========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
-5-
<PAGE> 14
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998 AND 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Gold & Green, Inc. (the
Corporation) is presented to assist in understanding the Corporation's financial
statements. The financial statements and notes are representations of the
Corporation's management, which is responsible for their integrity and
objectivity. These accounting policies conform to generally accepted accounting
principles and have been consistently applied in the preparation of the
financial statements.
Nature of Activities
The Corporation 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 Corporation also intends to manufacture and market
its inventions.
The Corporation maintains, rent free, a mailing address at the office of one of
its officers at 2116 East 66th Street, Brooklyn, New York 11234.
Development Stage Enterprise
The Corporation is devoting substantially all of its efforts to establish a new
business and planned principal operations have not commenced.
Basis of Accounting
The financial statements of the Corporation have been prepared on the accrual
basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles includes the use of estimates that affect the financial
statements. Accordingly, actual results could differ from those estimates.
Income Taxes
Due to the losses accumulated during the development stage, the Corporation has
not provided for Federal income taxes.
-6-
<PAGE> 15
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1998 AND 1997
NOTE 2 - CASH
The Corporation's attorney currently holds monies belonging to the Corporation
in a non-interest bearing account.
NOTE 3 - ORGANIZATIONAL COSTS
Initial costs incurred in the establishment of the Corporation have been
deferred and will be amortized over five years once operations commence.
Pursuant to Financial Accounting Standards Board's Statement of Position 98-5,
subsequent organization costs have been expensed as incurred.
NOTE 4 - COMMON STOCK
On June 21, 1995, the Corporation issued 1,000,000 shares of common stock. In
October, 1998, the Corporation issued an additional 30,000 shares of common
stock at $1 per share. Offering costs in the approximate amount of $7,906 have
been charged to Additional Paid-in Capital.
NOTE 5 - RELATED PARTIES
The principal shareholders are officers of the Corporation who also provide
professional and managerial services to the Corporation.
NOTE 6 - RISK FACTORS
The Corporation is in the early stages of development. Management believes that
the net proceeds from the recent issuance of shares will be sufficient to
implement its initial plan of operation. Continued operations, however, will
depend on the Corporation's ability to succeed in a highly competitive industry
with limited available resources.
-7-
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------------------------------------------
3.I Corporate Charter and Articles of Incorporation
3.II By-Laws
<PAGE> 1
EXHIBIT 3.I
================================================================================
SECRETARY OF STATE
SEAL
[GRAPHIC OMITTED]
THE GREAT SEAL OF THE STATE OF
NEVADA
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CASPERS, INC. did on the TWENTY-FIRST day of JUNE, 1995 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the State
of Nevada, and further, that said Articles contain all the provisions required
by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office, in Carson City,
Nevada, this TWENTY-FIRST day of JUNE,
1995.
/s/ Dean Heller
Secretary of State
SEAL
[GRAPHIC OMITTED]
THE GREAT SEAL OF THE STATE OF By /s/ [ILLEGIBLE]
NEVADA
Certification Clerk
================================================================================
<PAGE> 2
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 21 1995
10322-95
DEAN HELLER SECRETARY OF STATE
/s/ Dean Heller
No. ___________________________
ARTICLES OF INCORPORATION
OF
CASPERS, INC.
FIRST. The name of the corporation is:
CASPERS, INC.
SECOND. Its registered office in the State of Nevada is located at
2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada
THIRD. The objects for which this Corporation is formed are: To
engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
1
<PAGE> 3
C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises,
2
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or for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the
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<PAGE> 5
objects of the corporation, whether or not such business is similar in nature to
the objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed by
law.
FOURTH. That the total number of common stock authorized that may be
issued by the Corporation is TWENTY-FIVE MILLION (25,000,000) shares of stock @
ONE TENTH OF ONE CENT ($.001) par value and no other class of stock shall be
authorized. Said shares may be issued by the corporation from time to time for
such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first board of Directors shall be
one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------------
Cheryl Mall 2533 North Carson Street
Carson City, Nevada 89706
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SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment to pay
the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
---- -------------------------
Cheryl Mall 2533 North Carson Street
Carson City, Nevada 89706
EIGHTH. The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to
make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more
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<PAGE> 7
committees, each committee to consist of one or more of the Directors of the
Corporation, which, to the extent provided in the resolution, or in the By-Laws
of the Corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation. Such
committee, or committees, shall have such name, or names, as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for that purpose, or when authorized by
the written consent of the holders of at least a majority of the voting stock
issued and outstanding, the Board of Directors shall have power and authority at
any meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages for
breach of fiduciary duty as a director or officer involving any act or omission
of any such director or officer; provided,
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however, that the foregoing provision shall not eliminate or limit the liability
of a director or officer (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any
repeal or modification of this Article by the stockholders of the Corporation
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the Corporation for acts or
omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles of Incorporation, in
the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
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I, THE UNDERSIGNED, being the Incorporator hereinbefore named for
the purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 21st day of June, 1995.
/s/ Cheryl Mall
---------------
Cheryl Mall
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 21st day of June, 1995, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Cheryl Mall
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that she executed the same.
======================================
MARK SHATAS
[SEAL] NOTARY PUBLIC - NEVADA
CARSON CITY /s/ Mark Shatas
My Appt. Expires March 12, 1996 -----------------------------
====================================== Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named Corporation.
6/21/95 /s/ Cheryl Mall
- ---------------------------------
Date Service Coordinator
8
<PAGE> 10
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
CASPERS, INC.
The undersigned, being the President and Secretary of CASPERS, INC., a
Nevada corporation, hereby certify that by unanimous vote of the Board of
Directors and of the shareholders at a meeting held on July 27, 1998, it was
agreed that this CERTIFICATE AMENDING ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of
Incorporation of CASPERS, INC., were filed with the Secretary of State of Nevada
on the 21st day of June, 1995. The undersigned further certify that ARTICLE
FIRST of the original Articles of Incorporation filed on the 21st day of June
1995, herein is amended to read as follows:
ARTICLE FIRST
FIRST: The name shall be;
GOLD & GREEN, INC.
The undersigned hereby certify that they have on this 23rd day of August,
1998, executed this Certificate Amending the original Articles of Incorporation
heretofore filed.
/s/ Richard Brodie
--------------------------------------
Richard Brodie, President
/s/ Frank Carbonaro
--------------------------------------
Frank Carbonaro, Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 23rd day of August, 1998, before me, the undersigned, a Notary
Public in and for the County of New York, State of New York, personally
appeared: Richard Brodie and Frank Carbonaro, known to me to be the persons
whose names are subscribed to the foregoing Certificate Amending Articles of
Incorporation, and acknowledged to me that they executed the same.
/s/ Maureen Abato
--------------------------------------
Notary Public
State of New York
Qualified in New York County
Registration No.: 02AB5033074
Commission Expires 09/12/98
<PAGE> 1
EXHIBIT 3.II
GOLD & GREEN, INC.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of the corporation,
at Carson City, NV, or at such other place or places as the Directors shall,
from time to time, determine.
2. The annual meeting of the shareholders of this corporation shall be
held at 11:00 a.m., on the 21st day of June of each year beginning in 1999, at
which time there shall be elected by the shareholders of the corporation a Board
of Directors for the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the day fixed for the
annual meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed postage prepaid, at the address as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to his last known address, at least ten (10) days prior to the annual meeting.
Whenever any notice whatever is required to be given under any article of
these By-Laws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper notice.
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4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall send a notice of such
called meeting to each shareholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in person
or by proxy.
8. At all meetings of shareholders, a shareholder may vote by proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
9. The following order of business shall be observed at all meetings of
the
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shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the minutes of the
previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such shares and
the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a
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certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation.
5. The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs of
the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1:00 p.m.,
on the 21st day of June of each year beginning in 1999 at the office of the
company at Carson City, NV, or at such other time or place as the Board of
Directors shall by resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors of the company. A majority
of the
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Directors shall constitute a quorum.
4. The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers that
may be exercised or performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with each Board member having an
equal vote.
5. The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Directors.
6. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
corporation under its proper date.
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without cause
only by vote of the shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board or such Officer, and the acceptance of the resignation shall not be
necessary to make it effective.
9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action
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taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a President, one or more
Vice Presidents, Secretary, Treasurer, and such other officers as shall, from
time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him, from time to time, by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the
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Nevada Revised Statutes and supplies to the Nevada Resident Agent or Registered
Office in Nevada, any and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes to the By-Laws of the
corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or Registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the corporation,
or as may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's registered
office in the State of Nevada, upon whom process against the corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1) year or until
their successors are chosen and qualified. Officers may be re-elected or
appointed for successive annual terms.
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9. The Board of Directors may appoint such other Officers and Agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined, from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the unexpired
portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any and all of its Directors and Officers,
and its former Directors and Officers, or any person who may have served at the
corporation's request as a Director or Officer of another corporation in which
it owns shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party, by reason of being or having been Director(s) or Officer(s) of the
corporation, or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-Law, agreement, vote of shareholders or otherwise.
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ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or Director of the corporation under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for that
purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
GOLD & GREEN, INC.
BY: /s/ Frank Carbonaro
-----------------------
Secretary - Treasurer
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