SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended February 29, 2000
Commission File Number 1-14809
GOLD & GREEN, INC.
(Exact name of registrant as specified in its corporate charter)
Nevada 11-34543389
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
c/o Maureen Abato, 2732 East 21st Street, Brooklyn, NY 11235
(Address of principal executive offices)
(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 April 17, 2000
Common Stock 10,300,000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
February 29, November 30,
2000 1999
___________ ___________
CURRENT ASSETS:
Cash held by shareholder $ - $ 3,089
___________ ___________
Total Current Assets $ - $ 3,089
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ - $ 4,045
Accounts payable - related party 1,255 -
___________ ___________
Total Current Liabilities 1,255 4,045
___________ ___________
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 (24,349) (24,050)
___________ ___________
Total Stockholders' Equity (1,255) (956)
___________ ___________
$ - $ 3,089
___________ ___________
NOTE: The balance sheet at November 30, 1999 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
From Inception
For the Three For the Three on June 4,
Months Ended Months Ended 1995 Through
February 29, February 28, February 29,
2000 1999 2000
_____________ _____________ _____________
REVENUE $ - $ - $ -
_____________ _____________ _____________
EXPENSES:
General and administrative 299 4,852 23,349
_____________ _____________ _____________
LOSS BEFORE CHANGE IN
ACCOUNTING PRINCIPLE (299) (4,852) (23,349)
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE - (1,000) (1,000)
_____________ _____________ _____________
LOSS BEFORE INCOME TAXES (299) (5,852) (24,349)
CURRENT TAX EXPENSE - - -
DEFERRED TAX EXPENSE - - -
_____________ _____________ _____________
NET LOSS $ (299) $ (5,852) $ (24,349)
_____________ _____________ _____________
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.01) $ (.02)
Cumulative effect of change
in accounting principle (.00) (.00) (.00)
_____________ _____________ _____________
LOSS PER COMMON SHARE $ (.00) $ (.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
From Inception
For the Three For the Three on June 4,
Months Ended Months Ended 1995 Through
February 29, February 28, February 29,
2000 1999 2000
_____________ _____________ _____________
Cash Flows (Used) by Operating
Activities:
Net loss $ (299) $ (5,852) $ (24,349)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Non-cash expense - 1,000 1,000
Changes in assets and liabilities:
Increase in other receivable - 1,350 -
(Decrease) in accounts payable (4,045) (625) -
Increase in accounts payable -
related party 1,255 - 1,255
_____________ _____________ _____________
Net Cash (Used) by Operating
Activities (3,089) (4,127) (22,094)
_____________ _____________ _____________
Cash Flows (Used) 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 (3,089) (4,127) -
Cash at Beginning of Period 3,089 8,217 -
_____________ _____________ _____________
Cash at End of Period $ - $ 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 29, 2000
None
For the Period Ended February 28, 1999
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 29, 2000 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, 1999
audited financial statements. The results of operations for the periods ended
February 29, 2000 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". SFAS
No. 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 29, 2000, the Company
has available unused operating loss carryforwards of approximately $24,300,
which may be applied against future taxable income and which expire in 2019
through 2000.
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 asset is approximately $8,300 as of
February 29, 2000 with an offsetting valuation allowance of the same amount
resulting in a change in the valuation allowance of approximately $100 for
the three months ended February 29, 2000.
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 presented:
From Inception
For the Three For the Three on June 4,
Months Ended Months Ended 1995 Through
February 29, February 28, February 29,
2000 1999 2000
_____________ _____________ _____________
Loss from continuing operations
available to common shareholders
(numerator) $ (299) $ (4,852) $ (23,349)
_____________ _____________ _____________
Cumulative effect of change in
accounting principle (numerator) $ - $ (1,000) $ (1,000)
_____________ _____________ _____________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 1,030,000 1,030,000 1,008,931
_____________ _____________ _____________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would affect the computation
of diluted loss per share.
During 1999, the Company adopted Statement of Position 98-5 and accordingly
expensed its organization costs of $1,000. This has been reflected as a
cumulative effect of change in accounting principle.
7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
Gold & Green, Inc. (herein, the "Issuer", the "Registrant" or the
"Company") conducted an offering of its securities pursuant to Regulation D,
Rule 504 during October, 1998. The Issuer's business plan involves the
development, manufacture and marketing of novelty devices pertaining to the
automotive industry. The first product was a novelty decorative seat belt
cover which was advertised for sale in nine local Brooklyn newspapers; no
sales resulted from these advertisements. As a result, the Management
determined that the Company should become a "public shell". However,
subsequently, the Board met again and re-examined its option and decided that
increased advertising, as well as execution of a contract with a photographic
agency for silkscreening of photos, might bring the Company some revenues. In
April, 2000, advertisements were placed in thirteen local Brooklyn newspapers,
and the advertisement will also appear on the Website of The Times Ledger, and
a contract was executed with a photographic company for the silkscreening of
photos onto the decorative seat belt covers. The result is that the Company
no longer believes it must pursue merger or acquisition with another ongoing
business; instead, the Company believes it has a chance of success in
accordance with its original business plan. The Board voted to accept loans
in an amount up to $1,500 from its president and counsel, for the payment of
accounting, printing and other fees, as well as advertisement expenses, and at
the option of the lender, to issue restricted stock at par value in exchange
for the amount of the loans tendered.
Plan of Operation
The Company intends to continue to accept loans from its counsel and
president for advertising expenses in order that its product may come to
market. The Company also expects to save money by allowing counsel to absorb
such expenses as telephone, fax e-mail, and other related expenses, until the
Company has earned sufficient revenues to obtain its own office.
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.
The Company enacted a ten-for-one forward stock split of all outstanding
shares.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None
(b) Reports on Form 8-K - None.
9
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GOLD & GREEN, INC.
By: s/ Maureen Abato
Maureen Abato, Pres. & Director
Date: Brooklyn, New York
April 17, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
financial statments for the three months ended February 29, 2000
and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-2000
<PERIOD-END> FEB-29-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,255
<BONDS> 0
0
0
<COMMON> 1,030
<OTHER-SE> (2,285)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 299
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (299)
<INCOME-TAX> 0
<INCOME-CONTINUING> (299)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (299)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
