-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JqeVZu7/yIuTIwCGbvIVSVjJ78AMx1Uptyf37p/LdywfRawwN37+wUgZJX7wd9ur eq+RdjMlcE4FmIfMVew8xw== 0000944543-99-000033.txt : 19990908 0000944543-99-000033.hdr.sgml : 19990908 ACCESSION NUMBER: 0000944543-99-000033 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 FILED AS OF DATE: 19990907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD & GREEN INC CENTRAL INDEX KEY: 0001072194 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-30116 FILM NUMBER: 99706719 BUSINESS ADDRESS: STREET 1: 40 R BRODIE, 2116 E STREET 2: 66 STREET CITY: BROOKLYN STATE: NY ZIP: 11234 MAIL ADDRESS: STREET 1: C/O MAUREEN ABATO ESQ STREET 2: 330 E 39 ST #36-C CITY: NEW YORK STATE: NY ZIP: 10016 10QSB 1 FORM 10-QSB U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended August 31, 1999 Commission File Number _____________ GOLD & GREEN, INC. (Exact name of registrant as specified in its charter) Nevada 11-34543389 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235 (Address of principal executive offices) (Zip Code) (718) 769-4021 (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 September 2, 1999 Common Stock 1,030,000 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. GOLD & GREEN, INC. [A Development Stage Company] UNAUDITED CONDENSED BALANCE SHEETS ASSETS August 31, November 30, 1999 1998 ___________ ___________ CURRENT ASSETS: Cash $ 345 $ 8,217 Other receivable - 1,350 ___________ ___________ Total Current Assets 345 9,567 ___________ ___________ OTHER ASSETS: Organizational costs, net - 1,000 ___________ ___________ Total Other Assets - 1,000 ___________ ___________ $ 345 $ 10,567 ___________ ___________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ - $ 625 ___________ ___________ Total Current Liabilities - 625 ___________ ___________ STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 25,000,000 shares authorized, 1,030,000 shares issued and outstanding 1,030 1,030 Capital in excess of par value 22,064 22,064 Deficit accumulated during the development stage (22,749) (13,152) ___________ ___________ Total Stockholders' Equity 345 9,942 ___________ ___________ $ 345 $ 10,567 ___________ ___________ NOTE: The balance sheet at November 30, 1998 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] UNAUDITED CONDENSED 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, 1999 1998 1999 1998 1999 _________ _________ _________ _________ _____________ REVENUE $ - $ - $ - $ - $ - _________ _________ _________ _________ _____________ EXPENSES: General and administrative 1,485 2,067 8,597 2,067 21,749 _________ _________ _________ _________ _____________ LOSS BEFORE CHANGE IN ACCOUNTING PRINCIPLES (1,485) (2,067) (8,597) (2,067) (21,749) CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE - - (1,000) - (1,000) _________ _________ _________ _________ _____________ LOSS BEFORE INCOME TAXES (1,485) (2,067) (9,597) (2,067) (22,749) CURRENT TAX EXPENSE - - - - - DEFERRED TAX EXPENSE - - - - - _________ _________ _________ _________ _____________ NET LOSS $(1,485) $(2,067) $(9,597) $(2,067) $ (22,749) _________ _________ _________ _________ _____________ LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.01) $ (.00) $ (.02) _________ _________ _________ _________ _____________ The accompanying notes are an integral part of these financial statements. -3- GOLD & GREEN, INC. [A Development Stage Company] UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS For the Nine From Inception Months Ended on June 4, August 31, 1995 Through ___________________ August 31, 1999 1998 1999 _________ _________ _____________ Cash Flows Provided by Operating Activities: Net loss $(9,597) $ 2,067 $(22,749) Adjustments to reconcile net loss to net cash used by operating activities: Non-cash expense 1,000 - 1,000 Changes in assets and liabilities: Decrease (increase) in other receivable 1,350 - - Increase (decrease) in accounts payable (625) - - Increase in accounts payable - related party - 2,067 - _________ _________ _____________ Net Cash Provided (Used) by Operating Activities (7,872) - (21,749) _________ _________ _____________ Cash Flows Provided 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) _________ _________ _____________ Net Cash Provided by Financing Activities - - 23,094 _________ _________ _____________ Net Increase in Cash (7,872) - 345 Cash at Beginning of Period 8,217 - - _________ _________ _____________ Cash at End of Period $ 345 $ - $ 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, 1999 None For the Period Ended August 31, 1998 None The accompanying notes are an integral part of these financial statements. -4- GOLD & GREEN, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED 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. The Company also intends to manufacture and market its inventions. 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, 1999 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, 1998 audited financial statements. The results of operations for the periods ended August 31, 1999 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. 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 - DEVELOPMENT STAGE COMPANY The Company was formed with a very specific business plan. However, the possibility exists that the Company could expend virtually all of its working capital in a relatively short time period and may not be successful in establishing on-going profitable operations. -5- GOLD & GREEN, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS 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). NOTE 4 - RELATED PARTY TRANSACTIONS The principal shareholders are officers of the Company who also provide professional and managerial services to the Company. 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". FASB 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, 1999, the Company has available unused operating loss carryforwards of approximately $22,700, which may be applied against future taxable income and which expire in 2018 through 2019. 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 assets are approximately $7,700 and $4,500 as of August 31, 1999 and November 30, 1998, respectively, with an offsetting valuation allowance at each period end of the same amount resulting in a change in the valuation allowance of approximately $3,200 for the nine months ended August 31, 1999. -6- GOLD & GREEN, INC. [A Development Stage Company] NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS NOTE 6 - LOSS PER SHARE The following data show the amounts used in computing loss per share for the periods ended August 31, 1999 and 1998: For the Three For the Nine From Inception Months Ended Months Ended on June 4, August 31, August 31, 1995 Through ___________________ ___________________ August 31, 1999 1998 1999 1998 1999 _________ _________ _________ _________ ____________ Loss from continuing operations available to common shareholders (numerator) $(1,485) $(2,067) $(9,597) $(2,067) $(22,749) _________ _________ _________ _________ ____________ Weighted average number of common shares outstanding used in loss per share for the period (denominator) 1,030,000 1,000,000 1,030,000 1,000,000 1,006,469 _________ _________ _________ _________ ____________ -7- Item 2. Management's Discussion and Analysis or Plan of Operation. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. The discussion should be read in conjunction with the financial statements and notes thereto. Plan of Operation Gold & Green, Inc. is a new company in the development phase, engaged in the development of novelty items primarily for the automotive industry. It has completed the development of its first product, a decorative seat-belt cover which can be personalized. Responses to the Company's advertisements in nine local Brooklyn newspapers have been minimal mostly inquiries, and have resulted in no sales to date. Management is presently contemplating other possible ways to advertise the product, including tabloids newspapers, but no decision has been made in this regard. The Company does not have sufficient funding to meet its anticipated cash needs. The current officers and directors are presently contemplating a secondary offering of securities to fund the costs of operating the Company, but no decision has yet been made in this regard. There is no assurance that the Company will be able to successfully generate sufficient cash flows through the marketing and selling of its product to fund continuing operations or that the Company will be successful in raising additional funding. The Company has experienced net losses during the development stage (June 4, 1995 to present) and has had no revenues during such period. Since inception, the Company has expended all of its working capital and has had no significant cashflows from business operations. On the date of this report, it had assets of only $345 in the form of cash being held by an officer of the Company. In light of these circumstances, the ability of the Company to continue as a going concern is significantly in doubt. The attached financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. -8- PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to Vote of Securityholders. None. Item 5. Other Information. None. Item 6. Exhibits and Reports on Form 8-K. (a) INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT NO. 27 Financial Data Schedule (b) Reports on Form 8-K: None. -9- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GOLD & GREEN, INC. Date: September 2, 1999 By /s/ Maureen Abato Maureen Abato President Date: September 2, 1999 By /s/ Frank Carbonaro Frank Carbonaro Secretary - Treasurer -10- EX-27 2
5 9-MOS NOV-30-1999 AUG-31-1999 345 0 0 0 0 345 0 0 345 0 0 0 0 1,030 (685) 345 0 0 0 0 8,597 0 0 (8,597) 0 (8,597) 0 0 (1,000) (9,597) (.01) (.01)
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