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 February 28, 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


<PAGE>


                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                      UNAUDITED CONDENSED BALANCE SHEETS

                                    ASSETS

                                    February 28, November 30,
                                        1999         1998
                                    ___________  ___________
CURRENT ASSETS:
  Cash                               $    4,090   $    8,217
  Other receivable                            -        1,350
                                    ___________  ___________
        Total Current Assets              4,090        9,567
                                    ___________  ___________

OTHER ASSETS:
  Organizational costs, net                   -        1,000
                                    ___________  ___________
        Total Other Assets                    -        1,000
                                    ___________  ___________
                                     $    4,090   $   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                   (19,004)     (13,152)
                                    ___________  ___________
        Total Stockholders' Equity        4,090        9,942
                                    ___________  ___________
                                     $    4,090   $   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-
<PAGE>
                              GOLD & GREEN, INC.
                         [A Development Stage Company]


                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                       For the Three   From Inception
                                        Months Ended     on June 4,
                                        February 28,    1995 Through
                                   ____________________ February 28,
                                       1999      1998       1999
                                    _________ _________ ___________
REVENUE                              $     -   $     -   $       -
                                    _________ _________ ___________
EXPENSES:
  General and administrative           4,852         -      18,004
                                    _________ _________ ___________
LOSS BEFORE CHANGE
  IN ACCOUNTING PRINCIPLE             (4,852)        -     (18,004)

CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE             (1,000)        -      (1,000)
                                    _________ _________ ___________
LOSS BEFORE INCOME TAXES              (5,852)        -     (19,004)

CURRENT TAX EXPENSE                        -         -           -

DEFERRED TAX EXPENSE                       -         -           -
                                    _________ _________ ___________
NET LOSS                             $(5,852)  $     -   $ (19,004)
                                    _________ _________ ___________
LOSS PER COMMON SHARE                $  (.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

                                          For the Three    From Inception
                                           Months Ended      on June 4,
                                           February 28,     1995 Through
                                       ___________________   February 28,
                                          1999     1998         1999
                                       _________ _________ ______________

Cash Flows Provided by Operating
 Activities:
  Net loss                              $(5,852)  $     -    $ (19,004)
  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)        -            -
                                       _________ _________ ______________
        Net Cash Provided (Used) by
         Operating Activities            (4,127)        -      (18,004)
                                       _________ _________ ______________
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                     (4,127)        -        4,090

Cash at Beginning of Period               8,217         -            -
                                       _________ _________ ______________
Cash at End of Period                   $ 4,090   $     -    $   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 28, 1999
     None

  For the Period Ended February 28, 1998
     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 28, 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
  February 28, 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-
<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".   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 February 28, 1999, the Company  has  available
  unused  operating loss carryforwards of approximately $19,000,  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  $6,500  and
  $4,500  as of February 28, 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 $2,000 for the three
  months ended February 28, 1999.

                                     -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 ended February 28, 1999 and 1998:

                                         For the Three     From Inception
                                          Months Ended       on June 4,
                                          February 28,      1995 Through
                                      ____________________  February 28,
                                         1999      1998         1999
                                      _________  _________  _____________
   Loss from continuing operations
   available to common shareholders
   (numerator)                         $(5,852)   $     -     $(19,004)
                                      _________  _________  _____________
   Weighted average number of
   common shares outstanding used
   in loss per share for the period
   (denominator)                      1,030,000  1,000,000   1,003,297
                                      _________  _________  _____________

                                         -7-
<PAGE>

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 $4,090 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-
<PAGE>


                          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 NO.                 DESCRIPTION OF EXHIBIT



    27       Financial Data Schedule

   (b)    Reports on Form 8-K:

          None.

                                    -9-
<PAGE>


                                  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-
<PAGE>