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 February 29, 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)


         c/o Maureen Abato, 2732 East 21st Street, Brooklyn, NY 11235
                   (Address of principal executive offices)

                                (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 April 17, 2000
         Common Stock                       10,300,000



<PAGE>

                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                              GOLD & GREEN, INC.
                         [A Development Stage Company]

                      UNAUDITED CONDENSED BALANCE SHEETS

                                    ASSETS

                                        February 29, 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                       $        -   $    4,045
  Accounts payable - related party            1,255            -
                                        ___________  ___________
        Total Current Liabilities             1,255        4,045
                                        ___________  ___________
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                       (24,349)     (24,050)
                                        ___________  ___________
        Total Stockholders' Equity           (1,255)        (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
<PAGE>

                              GOLD & GREEN, INC.
                         [A Development Stage Company]


                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                             From Inception
                                 For the Three For the Three   on June 4,
                                  Months Ended  Months Ended  1995 Through
                                  February 29,  February 28,  February 29,
                                      2000          1999         2000
                                 _____________ _____________ _____________
REVENUE                           $         -   $         -   $         -
                                 _____________ _____________ _____________
EXPENSES:
  General and administrative              299         4,852        23,349
                                 _____________ _____________ _____________
LOSS BEFORE CHANGE IN
  ACCOUNTING PRINCIPLE                   (299)       (4,852)      (23,349)

CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                   -        (1,000)       (1,000)
                                 _____________ _____________ _____________
LOSS BEFORE INCOME TAXES                 (299)       (5,852)      (24,349)

CURRENT TAX EXPENSE                         -             -             -

DEFERRED TAX EXPENSE                        -             -             -
                                 _____________ _____________ _____________
NET LOSS                          $      (299)  $    (5,852)  $   (24,349)
                                 _____________ _____________ _____________
LOSS PER COMMON SHARE:
  Continuing operations           $      (.00)  $      (.01)  $      (.02)
  Cumulative effect of change
   in accounting principle               (.00)         (.00)         (.00)
                                 _____________ _____________ _____________
LOSS PER COMMON SHARE             $      (.00)  $      (.01)  $      (.02)
                                 _____________ _____________ _____________












  The accompanying notes are an integral part of these financial statements.

                                    3
<PAGE>

                              GOLD & GREEN, INC.
                         [A Development Stage Company]

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                                                 From Inception
                                     For the Three For the Three   on June 4,
                                      Months Ended  Months Ended  1995 Through
                                      February 29,  February 28,  February 29,
                                          2000          1999         2000
                                     _____________ _____________ _____________
Cash Flows (Used) by Operating
 Activities:
 Net loss                             $      (299)  $    (5,852)  $   (24,349)
  Adjustments to reconcile net loss
   to net cash used by operating
   activities:
    Non-cash expense                            -         1,000         1,000
    Changes in assets and liabilities:
     Increase in other receivable               -         1,350             -
     (Decrease) in accounts payable        (4,045)         (625)            -
     Increase in accounts payable -
      related party                         1,255             -         1,255
                                     _____________ _____________ _____________
        Net Cash (Used) by Operating
          Activities                       (3,089)       (4,127)      (22,094)
                                     _____________ _____________ _____________
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)
                                     _____________ _____________ _____________
        Net Cash Provided by
         Financing Activities                   -             -        23,094
                                     _____________ _____________ _____________
Net Increase in Cash                       (3,089)       (4,127)            -

Cash at Beginning of Period                 3,089         8,217             -
                                     _____________ _____________ _____________
Cash at End of Period                 $         -   $     4,090   $         -
                                     _____________ _____________ _____________
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 February 29, 2000
     None

  For the Period Ended February 28, 1999
     None






  The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                              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
  February 29, 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
  February 29, 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.

  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
<PAGE>

                              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".   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 February 29, 2000, the Company
  has  available  unused operating loss carryforwards of approximately  $24,300,
  which  may 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  $8,300  as of
  February 29, 2000 with an offsetting valuation allowance of  the same amount
  resulting in  a  change in the valuation allowance of approximately $100 for
  the three months ended February 29, 2000.

                                      6
<PAGE>

                              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 presented:


                                                                 From Inception
                                     For the Three For the Three   on June 4,
                                      Months Ended  Months Ended  1995 Through
                                      February 29,  February 28,  February 29,
                                          2000          1999         2000
                                     _____________ _____________ _____________
   Loss from continuing operations
   available to common shareholders
   (numerator)                        $      (299)  $    (4,852)  $   (23,349)
                                     _____________ _____________ _____________
   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)                        1,030,000     1,030,000     1,008,931
                                     _____________ _____________ _____________

  Dilutive  loss  per  share was not presented, as the  Company  had  no  common
  equivalent  shares for all periods presented that would affect the computation
  of diluted loss per share.

  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.

                                   7
<PAGE>


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 business plan involves 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 option and decided that
increased advertising, as well as execution of a contract with a photographic
agency for silkscreening of photos, might bring the Company some revenues.  In
April, 2000, advertisements were placed in thirteen local Brooklyn newspapers,
and the advertisement will also appear on the Website of The Times Ledger, and
a contract was executed with a photographic company for the silkscreening of
photos onto the decorative seat belt covers.  The result is that the Company
no longer believes it must pursue merger or acquisition with another ongoing
business; instead, the Company believes it has a chance of success in
accordance with its original business plan.  The Board voted to accept loans
in an amount up to $1,500 from its president and counsel, for the payment of
accounting, printing and other fees, as well as advertisement expenses, and at
the option of the lender, to issue restricted stock at par value in exchange
for the amount of the loans tendered.

Plan of Operation

     The Company intends to continue to accept loans from its counsel and
president for advertising expenses in order that its product may come to
market.  The Company also expects to save money by allowing counsel to absorb
such expenses as telephone, fax e-mail, and other related expenses, until the
Company has earned sufficient revenues to obtain its own office.

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
<PAGE>
                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     None.

Item 2.  Changes in Securities and Use of Proceeds.

      The Company enacted a ten-for-one forward stock split of all outstanding
shares.

Item 3.  Defaults Upon Senior Securities.

     None.

Item 4.  Submission of Matters to Vote of Security holders.

     None.

Item 5.  Other Information.

     None.

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits - None

     (b)  Reports on Form 8-K - None.

                                     9
<PAGE>


                                  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/ Maureen Abato
                                      Maureen Abato, Pres. & Director
Date:  Brooklyn, New York
       April 17, 2000