<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1999
Commission File Number: 1-4809
GOLD & GREEN, INC.
(Exact name of Issuer as stated in its corporate charter)
Nevada 11-34543389
(State of Incorporation) (IRS Taxpayer I.D. Number)
c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
(Address of principal executive offices)
Issuer's Telephone Number: 718-769-4021
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Shares of common stock, par value $.001; not yet registered on any exchange
Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
during the past twelve months (or for such shorter period that the Issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days: Yes: x No:
--- ---
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation SB contained in this Form 10-KSB, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form: x
---
State Issuer's revenues for its most recent fiscal year: $0
The aggregate market value of voting stock held by nonaffiliates of the
Registrant was $ 30,000 as of March 9, 2000. (NOTE: Since no trading activity
has occurred in the common stock, the market value was computed as the price at
which the common stock was sold, after giving effect to the ten-for-one forward
split in the common shares which the Registrant effectuated during 1999.)
As of March 9, 2000, 10,300,000 shares of the Registrant's common stock, par
value $.00l per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Articles of Incorporation and By-laws,
previously filed with the Registrant's Form 10-SB.
PAGE 1 OF 14 PAGES
<PAGE> 2
PART I
Item 1. Business.
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, at which time the issuer had a defined business
plan. Its business plan consisted of the development, manufacture and marketing
of novelty items related to the automotive industry. Despite the Issuer's best
efforts, its funds were expended prior to achievement of the goals contemplated
by its business plan; consequently, commencing in November, 1999, the Issuer was
caused to abandon its original business plan and is now intending to locate and
identify an operating company seeking to merge with or to acquire a public
vehicle. The Issuer intends to complete a merger or acquisition (the "Business
Combination") with such an operating business and its future success will depend
upon the success of such other business.
Item 2. Properties.
The Company owns no properties and uses as its address the office of
its president and counsel, Maureen Abato, Esq., without charge, including the
use of certain office facilities such as fax and telephone. This arrangement is
expected to continue until the Company has consummated a Business Combination.
Item 3. Legal Proceedings.
No legal proceedings have been commenced or contemplated by the
Company, and no notice of any legal proceedings involving the Company has been
received as of the date of the Report.
Item 4. Submission of Matters to a Vote of the Security Holders.
No matters were submitted to a vote of the Company's security
holders during the period covered by this Report.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
(a) The Company has issued only one class of common equity
securities, its common stock, par value $.001 per share. As of the date of the
Report, no trading activity had commenced.
(b) As of March 9, 2000, the Company had 34 holders of its common
stock, including two individuals who hold restricted shares.
(c) No dividends were declared and none are anticipated in the
foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The Company did not succeed in its original business plan and is now
seeking merger or acquisition with an operating company which seeks to merge
with or acquire a public vehicle. No
PAGE 2 OF 14 PAGES
<PAGE> 3
such Business Combination was consummated to date and the Company has not
commenced operations nor earned any revenues. The Company's resources were
sufficient to meet its limited corporate expenses during the period covered by
the Report, and as of November 30, 1999, the Company had $3,089 in cash
remaining. As of the date of the Report, the cash remaining was substantially
less due to the payment of accountants and the filing of reports. A current
invoice from the Company's auditor, who was paid a deposit of $1,000 for
preparation of the audited financial statements for inclusion in the Report, had
not been received as of the date of the Report.
Management intends to continue utilizing space on a rent-free basis
in the office of its president and counsel, and to keep expenses to a minimum,
until the successful consummation of a Business Combination. The Company's
continuation is dependent upon the ability of its management to locate a
suitable candidate for Business Combination and to consummate such a
transaction, and upon the eventual success of the company subsequent to such
Business Combination.
Item 7. Financial Statements and Supplementary Data.
<TABLE>
<S> <C>
Report of Certified Public Accountant........ 4
Balance Sheet................................ 5
Statement of Income and Expenses............. 6
Statement of Accumulated Deficit............. 7
Statement of Cash Flows...................... 8
Footnotes to Financial Statements............ 9-11
</TABLE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PAGE 3 OF 14 PAGES
<PAGE> 4
[ARNOLD BERMAN & COMPANY, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
February 29, 2000
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, 1999, 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, 1999, 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, LLP
ARNOLD BERMAN & COMPANY, LLP
Certified Public Accountants
Hawthorne, New York
PAGE 4 OF 14 PAGES
<PAGE> 5
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
BALANCE SHEET
NOVEMBER 30,
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 3,089 $ 8,217 $ -0-
Other Receivable -0- 1,350 -0-
-------- -------- --------
TOTAL CURRENT ASSETS 3,089 9,567 -0-
-------- -------- --------
OTHER ASSETS
Deferred Organizational Costs (Net of
accumulated amortization of $0) 1,000 1,000 1,000
-------- -------- --------
TOTAL OTHER ASSETS 1,000 1,000 1,000
-------- -------- --------
TOTAL ASSETS $ 4,089 $ 10,567 $ 1,000
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts Payable $ 4,045 $ 625 $ -0-
-------- -------- --------
SHAREHOLDERS' EQUITY
Capital Stock, par value $0.001, 25,000,000
shares authorized, 10,300,000 outstanding
at November 30, 1999, 1,030,000 at November
30, 1998 and 1,000,000 at November 30, 1997 1,030 1,030 1,000
Additional Paid-In Capital 22,064 22,064 -0-
Deficit Accumulated During
the Development Stage (23,050) (13,152) -0-
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY 44 9,942 1,000
-------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 4,089 $ 10,567 $ 1,000
======== ======== ========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
PAGE 5 OF 14 PAGES
<PAGE> 6
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
INCOME STATEMENT
FOR THE YEAR ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
Totals 1999 1998 1997
-------- -------- -------- -----
<S> <C> <C> <C> <C>
REVENUES $ -0- $ -0- $ -0- $ -0-
-------- -------- -------- ------
EXPENSES
Computer Services 5,700 -0- 5,700 -0-
EDGAR Filing Fees 3,232 3,232 -0- -0-
Legal Fees 650 -0- 650 -0-
Directors Fees 4,300 800 3,500 -0-
Accounting Fees 6,452 4,952 1,500 -0-
Administrative Expenses 2,716 914 1,802 -0-
-------- -------- -------- ------
TOTAL EXPENSES: 23,050 9,898 13,152 -0-
-------- -------- -------- ------
LOSS INCURRED DURING THE
DEVELOPMENT STAGE $(23,050) $ (9,898) $(13,152) $ -0-
========= ========= ========= ======
PER SHARE INFORMATION
LOSS INCURRED DURING THE
DEVELOPMENT STAGE (0.02) (0.01) (0.01) 0.00
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
PAGE 6 OF 14 PAGES
<PAGE> 7
GOLD & GREEN,INC.
A DEVELOPMENT STAGE ENTERPRISE
STATEMENT OF DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEARS ENDED NOVEMBER 30, 1999, 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)
Deficit Accumulated During
the Development Stage (9,898) - 0 - - 0 - (9,898)
-------- -------- --------- --------
Balance - November 30, 1999 44 1,030 22,064 (23,050)
======== ======== ========= ========
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
PAGE 7 OF 14 PAGES
<PAGE> 8
GOLD & GREEN, INC.
A DEVELOPMENT STATE ENTERPRISE
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED NOVEMBER 30,
<TABLE>
<CAPTION>
Totals 1999 1998 1997
-------- -------- -------- ------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Deficit Accumulated During
the Development Stage $(23,050) $ (9,898) $(13,152) $- 0 -
Adjustments to reconcile deficit
accumulated during the development
stage to net cash used in operating
activities:
Decrease in Other Receivable - 0 - 1,350 (1,350) - 0 -
Increase in Accounts Payable 4,045 3,420 625 - 0 -
-------- -------- -------- ------
NET CASH USED IN
OPERATING ACTIVITIES (19,005) (5,128) (13,877) - 0 -
-------- -------- -------- ------
FINANCING ACTIVITIES
Issuance of Common Stock 22,094 - 0 - 22,094 - 0 -
-------- -------- -------- ------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 22,094 - 0 - 22,094 - 0 -
-------- -------- -------- ------
INCREASE IN CASH 3,089 (5,128) 8,217 - 0 -
CASH - BEGINNING OF YEAR - 0 - 8,217 - 0 - - 0 -
-------- -------- -------- ------
CASH - END OF YEAR $ 3,089 $ 3,089 $ 8,217 $- 0 -
======== ======== ======== ======
SUPPLEMENTAL SCHEDULE OF NONCASH
FINANCING ACTIVITIES
Incorporation Expenses Paid by
Shareholders in Exchange for
1,000,000 Shares of Common Stock $ 30 $ - 0 - $ 30 $- 0 -
</TABLE>
SEE INDEPENDENT AUDITORS' REPORT
AND ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS
PAGE 8 OF 14 PAGES
<PAGE> 9
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 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 21,
1995. It intended to develop and pursue patent protection for novelty items for
the automotive industry and manufacture and market its inventions. The Company
has abandoned these intentions and plans to seek an acquisition or merger with
an operating business.
The Corporation maintains, rent free, a mailing address at the office of one of
its officers at 2732 East 21st Street, Brooklyn, New York 11235.
Development Stage Enterprise
The Corporation initially devoted substantially all of its efforts to establish
a new business. These activities ceased effective November, 1999 when the
Corporation commenced seeking a merger, acquisition or other business
combination.
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.
PAGE 9 OF 14 PAGES
<PAGE> 10
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 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. In November, 1999, the Corporation had
a ten-for-one forward stock split of its shares of common stock.
NOTE 5 - RELATED PARTIES
The principal shareholders are officers of the Corporation who also provide
professional and managerial services to the Corporation.
As anticipated in the offering plan, the following fees have been paid to
principal shareholders of the Corporation:
<TABLE>
<CAPTION>
Totals 1999 1998 1997
------ ---- ---- ----
<S> <C> <C> <C> <C>
Officer's Fees $4,300 $800 $3,500 $-0-
</TABLE>
PAGE 10 OF 14 PAGES
<PAGE> 11
GOLD & GREEN, INC.
A DEVELOPMENT STAGE ENTERPRISE
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 1999, 1998 AND 1997
NOTE 6 - GOING CONCERN
The accompanying financial statements have been prepared on the assumption that
the Corporation will continue as a going concern.
As shown in the accompanying financial statements, the Corporation has incurred
a cumulative net deficit in the amount of $23,050 as of November 30, 1999. The
future of the Corporation is dependent upon its ability to identify a
prospective target business.
PAGE 11 OF 14 PAGES
<PAGE> 12
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
The Company has two directors, who are also its officers and sole
promoters. Each has served in the positions shown since inception and is
expected to continue to serve until the earlier of: (a) the consummation of a
Business Combination; or (b) after the next annual meeting of shareholders and
until his/her successor has been elected and has qualified.
MAUREEN ABATO, age 41, the Company's president, a director and 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
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 in New York City. She was an officer and director of Avalon
Enterprises, Inc. (now Avalon Community Services) from 1991 to 1992. During 1989
she was counsel to and a director of Medizone International, Inc., a public
company engaged in research and development into medical uses of ozone. From
1993 to 1997, she was an officer and director of Coronado Communications Corp.
(now Nesko Industries) and of Davenport Ventures, Inc. (now royal Financial
Corp.) During 1997 she was an officer and director of the Enterprise (now
Ehealth.com). From 1991 to 1999 she was an officer and director of Bishop
Equities, Inc., which acquired Hemex, Inc. and Aethlon, Inc. She is currently a
principal shareholder in Navarone, Inc. and The Hathaway Corp., two companies
which conducted stock offerings pursuant to Regulation D, Rule 504.
FRANK CARBONARO, the Company's secretary-treasurer and a director, has
been a partner and co-owner of Rock With Us Drywall, located in Brooklyn, New
York, for the past eleven years. That company 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.
Item 10. Executive Compensation.
(a) During the year covered by the Report, the Company's
secretary-treasurer was paid $800 for services rendered to the Company; Ms.
Abato received no compensation.
(b) The Company has no employment agreement with either of its
officers, both of whom are expected to continue to devote only a minimal portion
of their time to the Company's affairs, until such time as a Business
Combination is consummated, whereupon they are expected to resign in favor of
the management of the private company acquired or merged with.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Shown in the following table are those individuals known to the Company
to be the beneficial owners of more than five percent of any class of its voting
securities, consisting of shares of common stock, par value $.001 per share.
Also shown are the number of shares beneficially owned by the Company's
directors, and by the officers and directors as a group.
PAGE 12 OF 14 PAGES
<PAGE> 13
<TABLE>
<CAPTION>
Number of Name and address Percentage of
shares owned of beneficial owner Shares owned
- ------------ ------------------- ------------
<S> <C> <C>
5,500,000 Maureen Abato 53%
2732 East 21st Street
Brooklyn, NY 11235
4,500,000 Frank Carbonaro 43%
5811 Avenue O
Brooklyn, NY 11234
10,000,000 Officers and directors
as a group (two persons) 96%
</TABLE>
Item 12. Certain Relationships and Related Transactions.
During the period covered by the Report, the Company was not a party to
any transaction with its officers, directors, principal securityholders or the
affiliates of any of such persons, involving an amount exceeding $60,000. The
only transactions consisted of the payment of fees to one officer and the
reimbursement of the certain expenses by the other officer.
Item 13. Exhibits, Lists and Reports on Form 8-K.
(a) Filed herewith are an audited balance sheet and footnotes as of
November 30, 1999, 1998 and 1997 and related statements of income and expenses,
cash flows and accumulated deficit.
The following documents, previously filed with the Company's Form
10-SB, are incorporated by reference: Articles of Incorporation and By-laws.
(b) Reports on Form 8-K.
During November, 1999, the Company filed a Current Report on Form 8-K
reporting that it had effectuated a ten-for-one forward split of all outstanding
shares of common stock, with the result that a total of 10,300,000 shares were
thereafter outstanding.
PAGE 13 OF 14 PAGES
<PAGE> 14
SIGNATURES
In accordance with Section 13 or 15(d) 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, President
Dated: March 9, 2000
In accordance with the Exchange Act, this Report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.
By: /s/ Maureen Abato
---------------------------
Maureen Abato, President
and Director
Dated: March 9, 2000
By: /s/ Frank Carbonaro
---------------------------
Frank Carbonaro, Secretary-
Treasurer and Director
Dated: March 9, 2000
SUPPLEMENTAL INFORMATION: A proxy statement is not being furnished at this time,
nor has Registrant furnished its shareholders with annual reports. Copies of an
annual report for the period covered by this Report, if distributed subsequent
to the filing date hereof, will be furnished to the Commission when available.
PAGE 14 OF 14 PAGES
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR NOVEMBER 30, 1999, 1998 AND 1997, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH AUDITED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> NOV-30-1999
<CASH> 3,089
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,089
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,089
<CURRENT-LIABILITIES> 4,045
<BONDS> 0
0
0
<COMMON> 1,030
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,089
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,898)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
