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 28, 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 February 28, 2001
     Common Stock                       20,440,000




<PAGE>




                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.






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




                                 CONTENTS

                                                            PAGE


 -- Unaudited Condensed Consolidated Balance
      Sheets, February 28, 2001 and November 30, 2000           3


 -- Unaudited Condensed Consolidated Statements of
      Operations, for the three months ended February 28,
      2001 and February 29, 2000 and for the period from
     inception on June 4, 1995 through February 28, 2001        4

 -- Unaudited Condensed Consolidated Statements of
      Cash Flows, for the three months ended February 28,
      2001 and February 29, 2000 and for the period from
      inception on June 4, 1995 through February 28, 2001       5

 -- Notes to Unaudited Condensed Consolidated Financial
      Statements                                            6 - 9



<PAGE>



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

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


                                  ASSETS

                                    February 28, November 30,
                                        2001         2000
                                    ___________  ___________
CURRENT ASSETS:
  Cash                               $    3,085   $      499
                                    ___________  ___________
        Total Current Assets         $    3,085   $      499
                                   ____________ ____________


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable                   $    1,486   $    1,033
  Accounts payable - related party          100          100
  Accrued expenses                        3,438          938
  Convertible note payable               55,000       25,000
                                    ___________  ___________
        Total Current Liabilities        60,024       27,071
                                    ___________  ___________
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   100,000,000 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                  (92,337)     (61,970)
                                    ___________  ___________
       Total Stockholders'
         Equity (Deficit)              (56,939)     (26,572)
                                    ___________  ___________
                                     $    3,085   $      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.


                                  -3-

<PAGE>


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


         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                         From Inception
                             For the Three For the Three  on June 4,
                              Months Ended  Months Ended  1995 Through
                              February 28,  February 29,  February 28,
                                  2001         2000          2001
                               ___________  ___________  ___________
REVENUE                         $        -   $        -  $         -
                               ___________  ___________  ___________
EXPENSES:
  General and administrative        27,867            -       63,364
                               ___________  ___________  ___________
LOSS FROM OPERATIONS              (12,867)            -     (63,364)

  OTHER EXPENSE
  Interest expense                   2,500            -        3,438
                               ___________  ___________  ___________
LOSS BEFORE INCOME TAXES          (30,367)            -     (66,802)

CURRENT TAX EXPENSE                      -            -            -

DEFERRED TAX EXPENSE                     -            -            -
                               ___________  ___________  ___________
LOSS FROM CONTINUING OPERATIONS   (30,367)            -     (66,802)

LOSS FROM DISCONTINUED
  OPERATIONS (Net of $0
  in income taxes)                       -        (299)     (24,535)

CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                -           -       (1,000)
                               ___________  ___________  ___________
NET LOSS                        $ (30,367)   $    (299)  $  (92,337)
                              ____________  ___________  ___________
LOSS PER COMMON SHARE:
  Continuing operations         $    (.00)   $        -  $     (.00)
  Discontinued operations                -        (.00)        (.00)
  Change in accounting principle         -            -        (.00)
                               ___________  ___________  ___________
LOSS PER COMMON SHARE           $    (.00)   $    (.00)  $     (.00)
                               ___________  ___________  ___________




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



                                 -4-


<PAGE>

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

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                  For the      For the    From Inception
                               Three Months  Three Months   on June 4,
                                   Ended        Ended      1995 Through
                                February 28,  February 29,  February 28,
                                   2001         2000          2001
                                ____________ ____________ ____________
Cash Flows (Used) by
    Operating Activities:
  Net loss                      $   (30,367)  $     (299) $   (92,337)
  Adjustments to reconcile net
    loss to net cash used by
    operating activities:
    Non-cash expense                       -            -       10,140
   Changes in assets and
       liabilities:
      Increase (decrease) in
        accounts payable                 453       (4,045)       1,486
      Increase (decrease) in
        accounts payable -
        related party                      -        1,255          100
      Increase (decrease) in
        accrued expenses               2,500            -        3,438
                                ____________ ____________ ____________
        Net Cash (Used) by
          Operating Activities      (27,414)      (3,089)     (77,173)
                                ____________ ____________ ____________
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
  Proceeds from convertible
    notes payable                     30,000            -       55,000
                                ____________ ____________ ____________
        Net Cash Provide by
          Investing Activities        30,000            -       80,258
                                ____________ ____________ ____________

Net Increase in Cash                   2,586      (3,089)        3,085

Cash at Beginning of Period              499        3,089            -
                                ____________ ____________ ____________

Cash at End of Period           $      3,085   $        - $      3,085
                                ____________ ____________ ____________

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, 2001
     None

  For the Period Ended February 29, 2000
     None

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



                                 -5-


<PAGE>

                     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 the operation 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  inter-company  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 No. 136, "Transfers of Assets to a not for profit organization or
  charitable trust that raises or holds contributions for others",  SFAS  No.
  137,  "Accounting  for  Derivative Instruments  and  Hedging  Activities  -
  deferral  of the effective date of FASB Statement No. 133 (an amendment  of
  FASB  Statement No. 133)", SFAS No. 138 "Accounting for Certain  Derivative
  Instruments  and  Certain Hedging Activities - and Amendment  of  SFAS  No.
  133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to SFAS No. 63,
  89  and  21",  and SFAS No. 140, "Accounting to Transfer and  Servicing  of
  Financial Assets and Extinguishment of Liabilities", were recently  issued.
  SFAS  No. 136, 137, 138, 139 and 140 have no current applicability  to  the
  Company  or  their effect on the financial statements would not  have  been
  significant.




                                  -6-

<PAGE>

                     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-

<PAGE>

                     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.

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,  2000,  the
  Company  has available unused operating loss carryforwards of approximately
  $35,500,  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 $12,000 as of November 30, 2000, 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 November 30, 2000.  As
  a  result  of  the change in control of the Company the net operating  loss
  carryover  of  approximately  $8,600  were  loss  and  offset  against  the
  allowance.

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 28,  February 29,    February 28,
                                     2001         2000             2001
                                _____________  _____________  ______________
   Loss from continuing
     operations available to
     common shareholders
     (numerator)                  $  (30,367)    $         -    $   (66,802)
                                _____________  _____________  ______________
   Loss from discontinued
     operations                             -           (299)       (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     10,300,000      11,065,763
                                _____________  _____________  ______________




                                      -8-

<PAGE>


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

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

  During  September  and December 2000, a venture capital  group  loaned  the
  Company $25,000 and $30,000, respectively.  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.

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.



                                     -9-


<PAGE>





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") 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.



                                    -10-

<PAGE>


     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, [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")]  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.




                                   -11-

<PAGE>


      Royal's  goal is to obtain 25,000 to 50,000 commercial and industrial
business  customers by December 2001 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,  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.

     None.

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      10,100,000
49%
Roger Piacentini         President      Common     5,975,000          29%




                                 -12-

<PAGE>



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.


                                  -13-

<PAGE>



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.


                                  -14-


<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: __________________________
Roger Piacentini, Pres. & Director
Date:  Port Washington, New York
          May 24, 2001







                                -15-

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