SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report: February 5, 2001
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GOLD & GREEN, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 0-30116 11-34543389
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(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
334 Main Street Port Washington, NY 11050
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(Address of Principal Executive Offices)
Registrant's telephone number: (516) 944-0789
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Former name or address, if changed since last report: Not applicable
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Item 1. Change in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Change in Registrant's Certifying Accountants
On February 5, 2001, the Company's Board of Directors
elected to retain Pritchett Siler & Hardy PC as its independent
auditors and to dismiss Arnold Berman & Company LLP. The decision
to change auditors was recommended by the Company's Board of
Directors.
The reports of Arnold Berman & CO. LLP on the financial
statements of the Registrant for each of the last two fiscal
years did not contain any adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's most recent fiscal years and all
subsequent periods preceding such change in auditors, there was
no disagreement with Arnold Berman & CO. LLP on any matter of
accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved
to the satisfaction of the former accountant, would have caused
it to make a reference to the subject matter of the disagreements
in connection with its report; nor has Arnold Berman & CO. LLP
ever presented a written report, or otherwise communicated
"disagreement" or "reportable" event within the meaning of Item
304 of Regulation S-K.
The Registrant has authorized Arnold Berman & CO. LLP to
respond fully to the inquiries of the Company's successor
accountant and has requested that Arnold Berman & CO. LLP provide
the Registrant with a letter addressed to the SEC, as required by
Item 304(a)(3) of Regulation S-K, so that Registrant can file
such letter with the SEC.
Item 5 Other Events
Not Applicable
Item 6 Resignation of Registrant's Directors
Not Applicable
Item 7(c)Exhibits
99. Unanimous Consent in Lieu of Meeting of the Board of
Directors of Gold & Green, Inc.
Item 8 Change in Fiscal Year
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
GOLD & GREEN, INC.
Date: February 5, 2001
By: /s/ Roger Piacentini
Roger Piacentini, President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99. Unanimous Consent in Lieu of Meeting of the
Board of Directors of Gold & Green, Inc.
EX-99
UNANIMOUS CONSENT IN LIEU OF MEETING
OF THE BOARD OF DIRECTORS
OF GOLD & GREEN, INC.
The undersigned, constituting all of the members of the
board of directors (the "Board") of Gold & Green, Inc. (the
"Company"), hereby consent unanimously to the following corporate
action:
WHEREAS, the Company is desirous of obtaining a listing
for its securities on the NASD Electronic Bulletin Board, and in
order to further the Company's efforts in this regard, the Board
has decided and agreed that the Company's current Certified
Auditors specifically Arnold Berman & Co. be dismissed and
replaced with the Certified Auditors of Pritchett, Siler & Hardy,
P.C. Therefore, be it
RESOLVED, that effective February 5, 2001 the Company
shall
1. Prepare and file a Current Report on Form 8-K with the
Securities and Exchange Commission, reflecting the dismissal of
Arnold Berman & Co. and replacement of Pritchett, Siler & Hardy,
P.C. as the Company's Auditors;
2. All such other actions as the officers shall deem
necessary or expedient in order to carry out this Resolution of
the Board.
Dated: February 5, 2001
Roger Piacentini
/s/ Roger Piacentini
Dr. John O'Brien
/s/ Dr. John O'Brien