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, 2001
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 August 31, 2001
Common Stock 20,440,000
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2001
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
CONTENTS
PAGE
- Unaudited Condensed Consolidated Balance
Sheets, August 31, 2001 and November 30, 2000 2
- Unaudited Condensed Consolidated Statements of
Operations, for the three and nine months ended
August 31, 2001 and for the period from inception
on June 4, 1995 through August 31, 2001 3 - 4
- Unaudited Condensed Consolidated Statements of
Cash Flows, for the nine months ended
August 31, 2001 and for the period from inception
on June 4, 1995 through August 31, 2001 5
- Notes to Unaudited Condensed Consolidated Financial
Statements 6 - 10
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
August 31, November 30,
2001 2000
___________ ___________
CURRENT ASSETS:
Cash $ - $ 499
___________ ___________
Total Current Assets $ - $ 499
____________ ____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,586 $ 1,033
Accounts payable - related party 2,235 100
Accrued expenses 8,627 938
Convertible note payable 65,000 25,000
___________ ___________
Total Current Liabilities 79,448 27,071
___________ ___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
25,000,000 shares authorized,
20,440,000 shares issued and
outstanding 20,440 20,440
Capital in excess of par value 14,958 14,958
Deficit accumulated during the
development stage (114,846) (61,970)
___________ ___________
Total Stockholders' Equity (79,448) (26,572)
___________ ___________
$ - $ 499
____________ ____________
NOTE: The balance sheet at November 30, 2000 was taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
-2-
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three For the Nine From Inception
Months Ended Months Ended on June 4,
August 31, August 31, 1995 Through
___________________ ___________________ August 31,
2001 2000 2001 2000 2001
_________ _________ _________ _________ __________
REVENUE $ - $ - $ - $ - $ -
_________ _________ _________ _________ __________
EXPENSES:
General and
administrative 11,254 11,434 45,164 11,434 80,661
_________ _________ _________ _________ __________
LOSS FROM
OPERATIONS (11,254) (11,434) (45,164) (11,434) (80,661)
OTHER EXPENSES
Interest expense 2,717 - 7,712 - 8,650
_________ _________ _________ _________ __________
LOSS BEFORE INCOME
TAXES (13,971) (11,434) (52,876) (11,434) (89,311)
CURRENT TAX
EXPENSE - - - - -
DEFERRED TAX
EXPENSE - - - - -
_________ _________ _________ _________ __________
LOSS FROM
CONTINUING
OPERATIONS (13,971) - (52,876) (11,434) (89,311)
LOSS FROM
DISCONTINUED
OPERATIONS
(Net of $0 in
income taxes) - - - (1,208) (24,535)
CUMULATIVE EFFECT
OF CHANGE IN
ACCOUNTING
PRINCIPLE - - - - (1,000)
_________ _________ _________ _________ __________
NET LOSS $(13,971) $(11,434) $(52,876) $(12,642) $(114,846)
_________ _________ _________ _________ __________
[Continued]
-3-
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[Continued]
For the Three For the Nine From Inception
Months Ended Months Ended on June 4,
August 31, August 31, 1995 Through
___________________ ___________________ August 31,
2001 2000 2001 2000 2001
_________ _________ _________ _________ _________
LOSS PER COMMON
SHARE:
Continuing
operations $ (.00) $ (.00) $ (.00) $ (.00) $ (.01)
Discontinued
operations - (.00) - - (.00)
Change in
accounting
principle - - - - (.00)
_________ _________ _________ _________ _________
LOSS PER COMMON
SHARE $ (.00) $ (.00) $ (.00) $ (.00) $ (.01)
__________ _________ _________ _________ _________
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
-4-
GOLD & GREEN, INC. AND SUBSIDIARY
[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,
2001 2000 2001
__________ _________ __________
Cash Flows (Used) by Operating
Activities:
Net loss $ (52,876) $(12,642) $(114,846)
Adjustments to reconcile net
loss to net cash used
by operating activities:
Non-cash expense - 10,140 10,140
Changes in assets and liabilities:
Increase (decrease) in
accounts payable 2,553 (2,902) 3,586
Increase (decrease) in accounts
payable - related party 2,135 151 2,235
Increase in accrued expenses 7,689 - 8,627
__________ _________ __________
Net Cash (Used) by
Operating Activities (40,499) (5,253) (90,258)
__________ _________ __________
Cash Flows From Investing Activities: - - -
__________ _________ __________
Cash Flows From Financing Activities:
Proceeds from common stock Issuance - - 31,000
Payment of stock offering costs - - (7,906)
Capital contributed by shareholder - 2,164 2,164
Proceeds from convertible notes payable 40,000 - 65,000
__________ _________ __________
Net Cash Provided by
Investing Activities 40,000 2,164 90,258
__________ _________ __________
Net Increase in Cash (499) (3,089) -
Cash at Beginning of Period 499 3,089 -
__________ _________ __________
Cash at End of Period $ - $ - $ -
__________ _________ __________
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, 2001
None
For the Period Ended August 31, 2000
None
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
-5-
GOLD & GREEN, INC. AND SUBSIDIARY
[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 originally planned to
develop and pursue patent protection for novelty items for the automotive
industry. During July 2000, the company discontinued operations 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 ("Subsidiary") and appointed Dr. O'Brein as Royal's sole
officer and director. Additionally, the Board approved the employment of
Kathleen Casale as the Subsidiary's Director of Marketing and Thomas Gordon
as Subsidiary's Director of Sales. The business of the Subsidiary 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.
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.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities - a replacement of FASB
Statement No. 125", SFAS No. 141, "Business Combinations", SFAS No. 142,
"Goodwill and Other Intangible Assets", and SFAS No. 143, "Accounting for
Asset Retirement Obligations", were recently issued. SFAS No. 140, 141,
142, and 143 have no current applicability to the Company or their effect
on the financial statements would not have been significant.
-6-
GOLD & GREEN, INC. AND SUBSIDIARY
[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's management decided to abandon the Company's
original business plan of developing and pursuing patent protection for
novelty items for the automotive industry. The Company also intended to
manufacture and market its inventions and to seek a merger or acquisition
with an existing business.
NOTE 3 - CAPITAL STOCK
Common Stock - In October 1998, the Company issued 300,000 shares of its
previously authorized, but unissued common stock. Proceeds from the sale
of stock amounted to $22,094 (or $.10 per share), net of stock offering
costs of $7,906.
On June 21, 1995, in connection with its organization, the Company issued
10,000,000 shares of its previously authorized, but unissued common stock.
Total proceeds from the sale of stock amounted to $1,000.
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. The
financial statements for all periods presented have been restated to
reflect the stock-split.
On July 31, 2000, the Company's former president, director and majority
shareholder as well as the Company's former 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 former president and the former secretary. The terms
of the agreement required the former officers and directors to resign and
appoint Mr. Piacentini as Sole officer and director.
On August 7, 2000 the shareholders amended the articles of incorporation
increasing the authorized common shares, par value $.001, from 25,000,000
to 100,000,000.
During August 2000, 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 common stock of the Company and reducing
Piacentini's ownership to 29%.
During August 2000, the Company issued 40,000 shares of common stock to
employees of the Company in lieu of cash compensation valued at $40.
-7-
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Contribution Capital - A former shareholder of the Company forgave the
Company of $2,164 in advances which has been accounted for as a capital
contribution.
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.
Accounts Payable - As of August 31, 2001, an officer of the Company has
lent the Company a total of $2,235 to pay expenses.
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, 2001, the
Company has available unused operating loss carryforwards of approximately
$114,000, which may be applied against future taxable income and which
expire in 2019 through 2021.
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 $38,700 as of August 31, 2001, with an offsetting valuation
allowance of the same amount resulting in a change in the valuation
allowance of approximately $3,400 for the year ended August 31, 2001. As a
result of the change in control of the Company the net operating loss
carryover of approximately $26,700 were loss and offset against the
allowance.
-8-
GOLD & GREEN, INC. AND SUBSIDIARY
[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,
2001 2000 2001 2000 2001
__________ __________ __________ __________ __________
Loss from continuing
operations available
to common
shareholders
(numerator) $ (13,971) $ (11,434) $ (52,876) $ (11,434) $ (89,311)
__________ __________ __________ __________ __________
Loss from
discontinued
operations $ - $ - $ - $ (1,208) $ (24,535)
__________ __________ __________ __________ __________
Cumulative effect
of change in
accounting
principle
(numerator) $ - $ - $ - $ - $ (1,000)
__________ __________ __________ __________ __________
Weighted average
shares outstanding
used in loss
per share for the
period
(denominator) 20,440,000 13,606,522 20,440,000 11,406,182 11,822,281
__________ __________ __________ __________ __________
Dilutive earnings per share was not presented, as the Company had no common
equivalent shares for all periods presented that would effect the
computation of diluted earnings (loss) per share.
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. Further the Company has current liabilities in
excess of current assets. 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 - CONVERTIBLE NOTE PAYABLE
At August 31, 2001, a venture capital group had loaned the Company $65,000.
The unsecured convertible notes payable bear interest at 18%, are due March
1, 2001, and are convertible into common stock of the Company at $1.00 per
share.
-9-
GOLD & GREEN, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 - MARKETING AGREEMENT
During October 2000, the Company entered into a definitive marketing
agreement with an Ohio licensed utilities supplier under which the
Company's subsidiary is a marketing and sales agent for the supplier in
certain areas of Ohio. The term of the agreement is for two years with an
automatic one year renewal unless cancelled by either party 120 days before
the expiration of the agreement. The Company's subsidiary will receive a
commission from their sales based on a percentage of the net profits. In
connection with the agreement the Company granted the Ohio licensed
utilities supplier an option to purchase a 10% interest of the Company's
Subsidiary's outstanding common stock at $.001 per share. The option is
exercisable for one year from the signing of the agreement and expires upon
termination of the agreement.
NOTE 10 - SUBSEQUENT EVENT
On September 4, 2001, officers of the company contributed back to the
company 8,037,500 common shares valued at $8,038.
-10-
Item 2. Management's Discussion and Analysis or Plan of Operation.
Certain statements contained with this report may be deemed "forward-
looking statements" within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (collectively, the "Private Securities Litigation Reform
Act of 1995"). All statements in this report other than a statement of
historical fact are forward- looking statements that are subject to known
and unknown risks, uncertainties and other factors which could cause actual
results and performance of the Company to differ materially from such
statements. The words "believe," "expect," "anticipate," "intend," "will,"
and similar expressions identify forward-looking statements. While the
Company believes the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance such expectations will
prove to have been correct. Forward-looking statements contained herein
relate to, among other things:
- ability or inability to create and improve operations and become
profitable on an annualized basis;
- anticipated financial performance;
- ability to comply with the Company's general working capital
requirements;
- ability to generate sufficient cash flow from operations to fund all
costs of operations; and
- all other statements which are not statements of historical fact.
While the Company believes the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance such
expectations will prove to have been correct. There are a variety of
factors which could cause future outcomes to differ materially from those
described in this report, including, but not limited to:
- general economic conditions;
- inability to collect in a timely manner a material amount of
receivables;
- material reduction in revenues;
- increased competitive pressures;
- management retention and development;
- the requirement to use internally generated funds for purposes not
presently anticipated;
- the inability to become profitable or if not profitable, the inability
to secure additional liquidity in the form of additional equity or debt;
The Company undertakes no obligations to update any forward-looking
statement, whether as a result of new information, future events or
otherwise
Plan of Operation
Royal Energy Corp. ("Royal"), the Company's subsidiary is continuing
to look for marketing opportunities in the retail natural gas and electric
markets by analyzing the various stages of deregulation in different
States, including Texas, Ohio, New York, New Jersey and Pennsylvania. Royal
is awaiting NASD approval for trading on the Over the Counter Bulletin
Board and has been unable to raise additional capital. It is management's
opinion that once NASD approval is achieved, the Company should be able to
raise the additional capital necessary to begin delivering electricity and
natural gas to retail customers.
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 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
2000, 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.
Currently Royal Energy is preparing a marketing program for the
Metropolitan New York area (New York City, Northern New Jersey, Westchester
County and Long Island). Royal is developing marketing materials, retaining
telemarketers and a sales force. We are also in discussion with various
suppliers of natural gas and electricity for the Metropolitan New York
area.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
On September 4, 2001, Roger Piacentini, the Company's President
returned 2,987,500 Shares to the Company, which represents one-half of his
holdings. On September 4, 2001, John O'Brien, a Director and President of
Royal Energy Corp., the Company's subsidiary returned 5,050,000 shares to
the Company, which represents one-half of his holdings. Both the President
and Vice President believed it beneficial to the company' s future to
return their Shares.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Security holders.
None.
Item 5. Other Information.
None.
Security Ownership of Management
Name Title Class No. of Shares Percent
Dr. John O'Brien Vice President Common 5,050,000 40%
Roger Piacentini President Common 2,987,500 24%
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.
/s/ Roger Piacentini November 6, 2001
By: __________________________ Date: ___________________
Roger Piacentini, Pres. & Director
Date: Port Washington, New York
_______________________________
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").