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. 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 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 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 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 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 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 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 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 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. 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. 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 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 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 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 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").