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 August 31, 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)
334 Main Street Port Washington, NY 11050
(Address of principal executive offices)
(516) 944-0789
(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 October 25, 2000
Common Stock 20,440,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
CONTENTS
PAGE
Unaudited Condensed Consolidated Balance
Sheets, August 31, 2000 and November 30, 1999 2
Unaudited Condensed Consolidated Statements of
Operations, for the three and nine months ended
August 31, 2000 and 1999 and for the period from
inception on June 4, 1995 through June 30, 2000 3
Unaudited Condensed Consolidated Statements of
Cash Flows, for the nine months ended August 31,
2000 and 1999 and for the period from inception on
June 4, 1995 through August 31, 2000 4
Notes to Unaudited Condensed Consolidated Financial
Statements 5-8
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
August 31, 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 $ 1,143 $ 4,045
Accounts payable - related party 151 -
___________ ___________
Total Current Liabilities 1,294 4,045
___________ ___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
100,000,000 shares authorized,
20,440,000 and 10,300,000 shares
issued and outstanding 20,440 10,300
Capital in excess of par value 14,958 12,794
Deficit accumulated during the
development stage (36,692) (24,050)
___________ ___________
Total Stockholders' Equity (1,294) (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]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Three For the Nine From Inception
Months Ended Months Ended on June 4,
August 31, August 31, 1995 through
____________________ ___________________ August 31,
2000 1999 2000 1999 2000
_________ __________ _________ _________ __________
REVENUE,net $ - $ - $ - $ - $ -
_________ __________ _________ _________ __________
EXPENSES:
General and
administrative 11,434 - 11,434 - 11,434
_________ __________ _________ _________ __________
LOSS FROM
CONTINUING
OPERATIONS BEFORE
INCOME TAXES 11,434 - 11,434 - 11,434
CURRENT TAXES
EXPENSE - - - - -
DEFERRED TAX
EXPENSE - - - - -
_________ __________ _________ _________ __________
LOSS FROM CONTINUING
OPERATIONS
BEFORE
DISCONTINUED
OPERATIONS AND
CHANGE IN
ACCOUNTING
PRINCIPLE 11,434 - 11,434 - 11,434
_________ __________ _________ _________ __________
DISCONTINUED OPERATIONS
Loss from
discontinued
operations
(net of $0
income taxes) - (1,485) (1,208) (8,597) (24,258)
Loss on disposal
of discontinued
operations
(net of $0
income taxes) - - - - -
_________ __________ _________ _________ __________
Total Discontinued
Operations - (1,485) (1,208) (8,597) (24,258)
_________ __________ _________ _________ __________
CUMULATIVE EFFECT OF
CHANGE IN
ACCOUNTING
PRINCIPLE - - - (1,000) (1,000)
_________ __________ _________ _________ __________
NET LOSS $ (11,434)$ (1,485)$ (12,642)$ (9,597)$ (36,692)
_________ __________ _________ _________ __________
LOSS PER COMMON SHARE:
Continuing
operations $ (.00)$ - $ (.00)$ - $ (.00)
Discontinued
operations (.00) (.00) (.00) (.00) (.00)
Cumulative
effect of
change
in accounting
principle - - - (.00) (.00)
_________ __________ _________ _________ __________
Net Loss Per Common
Share $ (.00)$ (.00)$ (.00)$ (.00)$ (.00)
_________ __________ _________ _________ __________
The accompanying notes are an integral part of these unaudited
financial statements.
3
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine From Inception
Months Ended on June 4,
August 31, 1995 Through
_________________________ August 31,
2000 1999 2000
___________ ____________ __________
Cash Flows (Used) by Operating
Activities:
Net loss $ (12,642) $ (9,597)$ (36,692)
Adjustments to reconcile
net loss to
net cash used by operating
activities:
Non-cash expense 10,140 1,000 11,140
Changes in assets and
liabilities:
Increase in other
receivable - 1,350 -
(Decrease) in accounts
payable (2,902) (625) 1,143
Increase in accounts
payable - related party 151 - 151
___________ ____________ __________
Net Cash (Used) by
Operating
Activities (5,253) (7,872) (24,258)
___________ ____________ __________
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)
Capital Contribution 2,164 - 2,164
___________ ____________ __________
Net Cash Provided by
Financing Activities 2,164 - 25,258
___________ ____________ __________
Net Increase (Decrease) in
Cash (3,089) (7,872) -
Cash at Beginning of Period 3,089 8,217 -
___________ ____________ __________
Cash at End of Period $ - $ 345 $ -
___________ ____________ __________
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 August 31, 2000
The Company issued 10,100,000 shares of common stock to
employee of the Company for services rendered value at
$10,100.
For the Period Ended August 31, 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 CONSOLIDATED 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. During July 2000, the discontinued
the operation upon the resignation of the former officers and the
sale by the officers of a controlling interest of the Company
common stock to the new Officer and Director (See Note 3).
On August 8, 2000, the Company formed a wholly owned subsidiary,
Royal Energy Corporation ("Royal") and appointed Dr. O'Brien as
Royal's sole officer and director. Additionally, the Board
approved the employment of Kathleen Casale as Royal's Director of
Marketing and Thomas Gordon as Royal's Director of Sales. The
business of Royal will be to implement and operate a business-to-
business energy concern that brokers and markets electricity,
natural gas and other energy products and services. Current
Management has spent extensive time researching and developing
this plan, which Management feels is now ready to market.
The Company has not generated significant revenues and is
considered a development stage company as defined in Statement of
Financial Accounting Standards (SFAS) No. 7.
Consolidated - The consolidated financial statement include the
accounts of the Company and its wholly-owned subsidiary, Royal
Energy, Corporation. All significant intercompany transactions
have been eliminated in consolidation.
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
August 31, 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
August 31, 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.
5
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]
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 - DISCONTINUED OPERATIONS
During July 2000, The Company management decided to abandon the
Company's original business plan of developing and pursuing
patent protection for novelty items for the photographic
industry. The Company also intends to manufacture and market its
inventions and seeks a merger or acquisition with an existing
business.
The following is a condensed proforma statement of operations
that reflects what the presentation would have been for the year
ended August 31, 2000 and 1999 and from inception on June 4, 1995
through August 31, 2000:
For the Nine From Inception
Months Ended on June 4,
August 31, 1995 Through
_________________________ August 31,
2000 1999 2000
___________ ____________ __________
Net revenues $ - $ - $ -
Other operating expenses (11,434) (8,597) (35,692)
Other income (expenses) - - -
Provision for income taxes - - -
Change in accounting principle - (1,000) (1,000)
___________ ____________ __________
Net loss $ (11,434) $ (9,597)$ (36,692)
___________ ____________ __________
Loss per common share: $ (.00) $ (.00)$ (.00)
___________ ____________ __________
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).
On November 12, 1999, the Company's board of directors approved a
10 for 1 forward stock-split for shareholders of record on
November 12, 1999.
6
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK [Continued]
On July 31, 2000, the Company's president, director and majority
shareholder as well as the Company's secretary, director and
shareholder executed an agreement with Roger Piacentini to
transfer 5,975,000 shares or 58% of the outstanding shares of
common stock of the Company owned by the president and the
secretary. The terms of the agreement required the present
officers and directors to resign and appoint Mr. Piacentini as
Sole officer and director.
On August 7, 2000 the shareholders amended the article of
incorporation increasing the authorized common shares, par value
$.001, from 25,000,000 to 100,000,000.
During August, pursuant to a meeting of the new board of
directors, Dr. John O'Brien accepted appointment as Vice
President and Director and was issued 10,100,000 shares of the
Company's common stock in lieu of cash compensation, valued at
$10,100, resulting in Dr. O'Brien's ownership of 49% of the
issued and outstanding of the Company and reducing Piacentini's
ownership to 29%.
During August 2000, the Company issued 40,000 share of common
stock to employees of the Company in lieu of cash compensation
valued at $400.
NOTE 4 - RELATED PARTY TRANSACTIONS
Contribution Capital - A former shareholder of the Company
forgave the Company of $2,164 in advances.
Professional Services - The principal shareholders are officers
of the Company who also provide professional and managerial
services to the Company.
Rent - 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 August 31, 2000, the Company has
available unused operating loss carryforwards of approximately
$25,400, which August 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 $8,600 as of August 31, 2000, with an
offsetting valuation allowance of the same amount resulting in a
change in the valuation allowance of approximately $800 for the
nine months ended August 31, 2000.
7
<PAGE>
GOLD & GREEN, INC.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per
share for the periods presented.
For the Three For the Nine From Inception
Months Ended Months Ended on June 4,
August 31, August 31, 1995 through
____________________ ___________________ August 31,
2000 1999 2000 1999 2000
_________ __________ _________ _________ __________
Loss from
continuing
operations
available to
common
shareholders
(numerator) $ (11,434)$ - $ (11,434)$ - $ (11,434)
__________ __________ __________ __________ __________
Loss from
discontinued
operations - (1,485) (1,208) (8,597) 24,258
__________ __________ __________ __________ __________
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) 13,606,522 10,300,000 11,406,182 10,300,000 10,179,739
__________ __________ __________ __________ __________
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.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has incurred losses since its inception, and
has not yet been successful in establishing profitable
operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this
regard, management is proposing to raise any necessary additional
funds not provided by operations through loans and/or through
additional sales of its common stock. There is no assurance that
the Company will be successful in raising this additional capital
or in achieving profitable operations. The financial statements
do not include any adjustments that might result from the outcome
of these uncertainties.
NOTE 8 - SUBSEQUENT EVENTS
During September 2000, a venture capital group loaned the Company
$25,000. The unsecured convertible note payable bears interest
at 18%, is due March 1, 2001, and is convertible into common
stock of the Company at $1.00 per share.
8
<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 initial business plan involved 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 options and decided that increased
advertising, as well as execution of a contract with a
photographic agency for silk-screening of photos, might bring the
Company some revenues. In April 2000, advertisements were placed
in thirteen local Brooklyn newspapers, and the advertisement also
appeared on the Website of The Times Ledger. The results of these
advertisements proved unsuccessful. The Board met again and re-
examined its options and decided that and the Company must pursue
a merger or acquisition with another on going business; In July
2000, two (2) of the majority shareholders sold there controlling
interest in the Company and resigned as Officers and Directors of
the Company. At this point the newly appointed Officers and
Directors commenced development of the Company's new Business
Plan. Pursuant to a meeting of the new Board of Directors, the
Company formed a wholly owned subsidiary, Royal Energy
Corporation ("ROYAL"). Whereas the initial business of ROYAL will
be to develop and operate a business-to-business energy concern
that brokers and markets electricity, natural gas and other
energy products and services.
Plan of Operation
Royal Energy Corp. ("Royal") has assembled an experienced
management team that has demonstrated the ability to acquire and
serve customers cost effectively. The Company's core target
markets, commercial and industrial business customers are high
value customers because sales margins are typically substantial
and customer loyalty is typically high. The Company's management
has developed and refined the processes and procedures to acquire
the targeted customers at a very rapid rate. Adding staff and
additional geographic markets can increase the projected rate of
customer acquisition. The Company's growth plan involves
leveraging current management, organization and infrastructure
assets to build a large customer base of commercial and
industrial electricity and natural gas customers in markets that
are currently opening to competition. In addition to the
customer base providing substantial sales margins, the
opportunity exists to cross-sell additional products in the
future at very low cost.
<PAGE>
Sales of electricity and natural gas to ultimate consumers
in the United States exceeded $300 billion in 1998, which makes
these markets among the largest physical commodity markets in the
U.S. The gas and electric industries are currently in the
process of substantial deregulation, which is beginning to allow
retail customers to purchase their electricity and natural gas
from competitive vendors such as Royal. Historically, the energy
industry was dominated by federal and state chartered vertically
integrated entities that were granted geographic monopolies.
States have reacted to the need for competition by enacting laws
and regulations that free natural gas and electric consumers to
choose a competitive supplier. Electric and gas utilities are
becoming delivery conduits for supplies of energy that are not
price regulated. As a result of the ongoing deregulation of the
natural gas and electric markets by state and federal
authorities, many energy users are now in a position to seek to
purchase, at a savings, their electricity and natural gas from
competitive suppliers rather than the incumbent monopoly.
The electric industry is comprised of three distinct
segments--generation, transmission and distribution. All three
segments have traditionally been owned and operated by vertically
integrated, investor-owned or municipal utilities that delivered
monopoly service within their franchised service area. Through
deregulation, the generation segment of the market is being
subject to competition while the transmission and distribution
segments will continue to be price-regulated. A growing number
of electric and gas utilities, including the Company's target
markets, are now offering delivery services for electricity that
is purchased from competitive suppliers. In most jurisdictions,
utilities are actually being required to divest their generation
plants so that generators, independent from the regulated
electric company, will sell directly to retail customers with the
utility simply delivering the power that customers purchase.
Royal purchases or brokers electricity from generators and
resells it to retail customers.
In the natural gas industry, most gas utilities have
delivery services available for commercial and industrial
business customers under which the gas utility delivers gas
purchased from competitive suppliers. Most competitors in the
marketplace have concentrated on obtaining very large industrial
customers and the small to medium commercial and industrial
customer market has been largely ignored. Only recently has this
market segment been targeted, but only four or five firms appear
to be targeting this segment in the Company's target markets. In
the target markets that Royal intends to pursue during the next
twelve months, there are over 1,000,000 commercial business
customers of which less than 10% have chosen competitive
suppliers.
<PAGE>
In the markets where the Company currently markets and where
it intends to expand,1 there are over 1,000,000 commercial and
industrial business customers. The vast majority of these
customers will have to choose a competitive supplier within the
next year. It is estimated that only about 10% of these customers
have thus far chosen a competitive electricity and natural gas
supplier. In addition,other areas are opening to competition
in the electric and gas markets in the next two years. Royal will
closely monitor additional markets that can be cost effectively
and successfully entered.
Royal's goal is to obtain 25,000 to 50,000 commercial and
industrial business customers by December 2001 in these target
markets. The trend is for traditional utilities to leave the
business of supplying commodity services and reduce the scope of
the services offered to energy delivery services only, thus
providing large growth opportunities to Royal.
Royal Energy Corporation started operations in September
2000 with the investigation into entering the deregulating market
in Ohio. In October, a definitive marketing agreement was entered
into with Advantage Energy, Inc. ("Advantage") under which Royal
is marketing and sales agent to Advantage in certain areas within
Ohio. Marketing plans have been developed to market electricity
in the service area of First Energy Corporation in northern Ohio.
Engagement of inbound and outbound call centers is underway and
marketing literature is being printed for a direct mail campaign
scheduled for early November. A product offering has been
developed and client contracts are being designed.
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
<PAGE>
any forward looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such
statement.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
On August 1, 2000 pursuant to a meeting of the board of
directors, the company issued a cumulative of 10,140,000 shares
of its treasury stock in lieu of cash compensation, therefore
increasing the number of issued and outstanding shares to
20,440,000.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security holders.
None.
Item 5. Other Information.
The Company is filing this report as a preliminary measure
primarily to inform shareholders of the change in control that
has occurred.
Change in Control of Registrant.
On July 31, 2000, Maureen Abato ("ABATO") the President,
Director and a Major shareholder as well as Frank Carbonaro
("CARBONARO") the Secretary, Director and a Major Shareholder
executed an agreement with Roger Piacentini ("PIACENTINI"), to
transfer a majority (58%) of the outstanding shares of common
stock of the Company owned by Abato and Carbonaro to Roger
Piacentini.
The terms of the Agreement between Abato, Carbonaro and
Piacentini requires that the present officers and directors of
the Company resign and appoint Piacentini as Sole officer and
Director.
Pursuant to a meeting of the new Board, Dr. John O'Brien
accepted appointment as Vice President and Director; and was
issued 10,100,000 shares of the company's treasury stock in lieu
of cash compensation, resulting in Dr. O'Brien's ownership of
<PAGE>
49% of the issued and outstanding of the Company and
reducing Piacentini's ownership to 29%; additionally the Company
formed a wholly owned subsidiary, Royal Energy Corporation
("ROYAL") and appointed Dr. O'Brien as Royal's sole Officer and
Director. Additionally the Board approved the employment of Kathleen
Casale as Royal's Director of Marketing and Thomas Gordon as Royal's
Director of Sales. The business of ROYAL will be to implement and
operate a business-to-business energy concern that brokers and
markets electricity, natural gas and other energy products and
services. Current Management has spent extensive time researching
and developing this plan, which is now ready for market.
Security Ownership of Management
Name Title Class No. of Shares Percent
Dr. John O'Brien Vice President Common 10,100,000 49%
Roger Piacentini President Common 5,975,000 29%
MANAGEMENT
The following are the directors, officers and key
employees of the Company's Subsidiary Royal Energy Corp. as
of the date hereof:
Name Age Position
Dr. John N. O'Brien 48 President and CEO
Kathy Casale 45 Director of Marketing
Thomas Gordon 48 Director of Sales
DR. JOHN N. O'BRIEN is President, Chief Executive Officer and
Director of Royal Energy Corp. Dr. O'Brien has over twenty years
of experience in the energy regulatory and business fields. His
expertise began in the regulation of nuclear facilities then
moving into the regulation of natural gas during the deregulation
of that industry and finally into the electric power industry as
it restructures. Dr. O'Brien started his career in 1976 as a
scientist in Brookhaven National Laboratory's Department of
Nuclear Energy where he worked principally on how to best
regulate the organization and management of nuclear facilities.
While at Brookhaven he was among the youngest individuals in the
Brookhaven's history to achieve the rank of Full Scientist and he
provided numerous research reports to the Department of Energy,
the Nuclear Regulatory Commission, the Office of Technology
Assessment, the Congressional Research Service and the U.S.
Military, among others. He also provided testimony and background
in many
<PAGE>
regulatory proceedings having to do with energy regulation
and authored over 40 published articles, reports and a book on energy
matters.
In 1985 Dr. O'Brien left Brookhaven and founded Direct Gas
Supply Corporation, which under his supervision grew to a $51
million Company in five years. Direct Gas was the first
participant in New York State in the deregulation of the natural
gas industry and moved the first non-utility gas to consumers in
the State under the new regulations. While at Direct Gas, Dr.
O'Brien participated in many proceedings before the New York
Public Service Commission ("PSC") and the Federal Energy
Regulatory Commission and was also responsible for starting the
first new utility in New York State in over forty years. Dr.
O'Brien sold his Company to British Petroleum and left in 1992.
In 1993, Wheeled Electric Power Company retained Dr. O'Brien in
order to participate in the ongoing deregulation of the electric
power market. Wheeled Electric was able to acquire over 22,000
gas and electric customers during his tenure. In 1999, he was
retained by Full Power Corp. to run their All Power Corp.
subsidiary to participate in the ongoing natural gas and
electricity deregulation market in the Northeast United States.
Dr. O'Brien is considered to be an expert on energy deregulation
and frequently lectures and testifies on the subject. He has
also testified several times before the U.S. Congress and New
York Legislature on electric power deregulation.
Dr. O'Brien received a Bachelors Degree in Chemistry in 1972, and
an M.A. in 1974 and Ph.D. in 1976 from the Maxwell School of
Public Administration at Syracuse University.
KATHLEEN CASALE is employed as Royal's Director of Marketing.
Prior to joining ROYAL, Ms. Casale was Director of Marketing for
All Power Corp. Prior to that she was Director of Marketing at
Wheeled Electric Power where she was instrumental in acquiring
over 22,000 gas and electric customers. Ms. Casale also has an
extensive background in corporate restaurant management,
including extensive experience with the General Mills Restaurant
Group and Bennigan's Restaurants, specializing in staffing,
customer and employee relations and P&L management. Her
entrepreneurial skills were honed in restaurants that she owned
and operated over the last twenty years, being responsible for
start up and organization of all facets of the business.
At All Power, Ms. Casale developed the telemarketing department
and all promotional materials. Her responsibilities included
inbound call management including outsource management, outbound
solicitation of commercial customers, and setting appointments
and schedules for All Power's outside salespeople. Ms. Casale
coordinated the advertising and promotion of All Power projects.
She also performed background studies and developed reports on
issues important to All Power's evolution such as outsource
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marketing efforts, future business alliances, and evaluation of
customer demographics.
THOMAS GODRON is Royal's Director of Sales. Prior to joining
ROYAL Mr. Gordon was Director of Sales at All Power Corp. Prior
to that he was Director of Sales at Wheeled Electric Power where
he was instrumental in acquiring over 22,000 gas and electric
customers for WEPCO. Mr. Gordon also has an extensive sales
background.
At All Power, Mr. Gordon developed a sales program and was
responsible for the sales department. His responsibilities
included coordinating sales efforts, direct solicitation of
commercial customers, and appointments and schedules for All
Power's outside salespeople. He also performed background studies
and developed reports on issues important to All Power's
evolution such as outsource marketing efforts, future sales
initiatives, and evaluation of customer demographics.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None
(b) Reports on Form 8-K - None.
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/ Roger Piacentini
Roger Piacentini, Pres. & Director
Date: Port Washington, New York
October 25, 2000
_______________________________
1 The Company's current target markets are the natural gas and
electric service areas of Consolidated Edison of New York ("Con
Ed"), Orange & Rockland Utilities ("ORU"), Brooklyn Union Gas
Company ("BUG"), United Illuminating ("UI"), Philadelphia
Electric Company ("PECO") and Public Service Electric & Gas
("PSE&G").
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