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 May 31, 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)


            334 Main Street Port Washington, NY 11050
            (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 August 14, 2000
     Common Stock                       20,440,000

<PAGE>




                 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.











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

            UNAUDITED CONDENSED FINANCIAL STATEMENTS

                          MAY 31, 2000





2
<PAGE>



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




                            CONTENTS

                                                          PAGE

         Accountants' Review Report                        4


         Unaudited Condensed Balance Sheets, May 31,
          2000 and November 30, 1999                       5


         Unaudited Condensed Statements of Operations,
          for the three and six months ended May 31,
          2000 and 1999 and for the period from inception
          on June 4, 1995 through June 30, 2000            6

         Unaudited Condensed Statements of Cash Flows,
          for the six months ended May 31, 2000 and 1999
          and for the period from inception on June 4,
          1995 through May 31, 2000                        7

         Notes to Unaudited Condensed Financial
          Statements                                   8 -11


3
<PAGE>





                   ACCOUNTANTS' REVIEW REPORT



Board of Directors
GOLD & GREEN, INC.
Salt Lake City, UT

We have reviewed the accompanying condensed balance sheet of Gold
&  Green,  Inc. [a development stage company] as of May 31,  2000
and  the related condensed statements of operations for the three
and  six  months  then ended and for the period from inception on
June 4, 1995 through May 31, 2000, and the statements of cash flows
for the  six  months ended  May 31, 2000 and for the period from
inception on June  4, 1995  through May 31, 2000.  These financial
statements  are  the responsibility  of  the  Company's  management.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified  Public Accountants.   A
review consists principally of inquiries of Company personnel and
analytical   procedures  applied  to  financial   data.   It   is
substantially  less  in scope than an audit  in  accordance  with
generally accepted auditing standards, the objective of which  is
the  expression of an opinion regarding the financial  statements
taken  as  a  whole.   Accordingly, we do  not  express  such  an
opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that  should be made to  the  condensed  financial
statements  reviewed by us, in order for them to be in conformity
with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
that  Gold  &  Green, Inc. will continue as a going concern.   As
discussed  in Note 7 to the financial statements, Gold  &  Green,
Inc. has incurred losses since its inception and has not yet been
successful   in   establishing  profitable  operations,   raising
substantial  doubt  about its ability  to  continue  as  a  going
concern.  Management's plans in regards to these matters are also
described in Note 7.  The financial statements do not include any
adjustments  that  might  result  from  the  outcome   of   these
uncertainties.



/s/PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.

August 2, 2000
Salt Lake City, UT

4
<PAGE>


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

               UNAUDITED CONDENSED BALANCE SHEETS

                             ASSETS

                                      May 31,    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                   $      650   $    4,045
                                    ___________  ___________
        Total Current Liabilities           650        4,045
                                    ___________  ___________
STOCKHOLDERS' EQUITY:
  Common stock, $.001 par value,
   25,000,000 shares authorized,
   10,300,000 shares issued and
   outstanding                           10,300       10,300
  Capital in excess of par value         14,307       12,794
  Deficit accumulated during the
    development stage                   (25,257)     (24,050)
                                    ___________  ___________
        Total Stockholders' Equity         (650)        (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.

5
<PAGE>

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


          UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                        For the Three    For the Six   From Inception
                         Months Ended    Months Ended    on June 4,
                           May 31,         May 31,      1995 Through
                  ___________________ _________________    June 30,
                    2000       1999      2000    1999       2000
                  ________  _________ ________  ________  ____________
REVENUE           $      -  $       - $      -  $      -  $          -
                  ________  _________ ________  ________  ____________
EXPENSES:
  General and
   administrative      908        299    1,207     4,852        24,257
                  ________  _________ ________  ________  ____________
LOSS BEFORE CHANGE
 IN ACCOUNTING
 PRINCIPLE            (908)      (299)  (1,207)   (4,852)      (24,257)

CUMULATIVE EFFECT
 OF CHANGE IN
 ACCOUNTING
 PRINCIPLE               -          -        -    (1,000)       (1,000)
                  ________  _________ ________  ________  ____________
LOSS BEFORE INCOME
  TAXES               (908)      (299)  (1,207)   (5,852)      (25,257)

CURRENT TAX EXPENSE      -          -        -         -             -

DEFERRED TAX EXPENSE     -          -        -         -             -
                  ________  _________ ________  ________  ____________
NET LOSS          $   (908) $    (299)$ (1,207) $ (5,852) $    (25,257)
                  ________  _________ ________  ________  ____________
LOSS PER COMMON
 SHARE:
  Continuing
   operations     $  (.00)  $    (.00)$   (.00) $   (.00) $       (.00)
  Cumulative effect
   of change
   in accounting
   principle         (.00)       (.00)    (.00)     (.00)         (.00)
                  ________  _________ ________  ________  ____________
LOSS PER COMMON
 SHARE            $   (.00) $    (.00)$   (.00) $   (.00) $       (.00)
                  ________  _________ ________  ________  ____________












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

6
<PAGE>
                       GOLD & GREEN, INC.
                  [A Development Stage Company]

          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                    For the Six       From Inception
                                    Months Ended         on June 4,
                                      May 31,          1995 Through
                           	  ____________________      May 31,
                                   2000       1999          2000
                                __________  __________  ____________

Cash Flows (Used) by Operating
 Activities:
  Net loss                      $   (1,207) $   (5,852) $    (25,257)
  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                      (3,395)       (625)          650
                                __________  __________  ____________
        Net Cash (Used) by Operating
          Activities                (4,602)     (4,127)      (23,607)
                                __________  __________  ____________
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)
  Capital Contribution               1,513           -         1,513
                                __________  __________  ____________
        Net Cash Provided by
         Financing Activities        1,513           -        24,607
                                __________  __________  ____________
Net Increase (Decrease) 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 May 31, 2000
     None.

  For the Period Ended May 31, 1999
     None





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

7
<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
  May 31, 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  May
  31,  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.

8
<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).

  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.

NOTE 4 - RELATED PARTY TRANSACTIONS

  Contribution Capital - A shareholder of the Company  forgave  the
  Company of their $1,513 debt by recording 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 May 31, 2000, the Company  has
  available  unused  operating loss carryforwards of  approximately
  $24,600,  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  May  31,  2000,  with  an
  offsetting valuation allowance of the same amount resulting in  a
  change  in the valuation allowance of approximately $500 for  the
  six months ended May 31, 2000.

9
<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.

                        For the Three        For the Six     From Inception
                         Months Ended        Months Ended       on June 4,
                           May 31,              May 31,       1995 Through
                 ______________________ ______________________   June 30,
                    2000       1999        2000        1999        2000
                 __________  __________ __________  __________  __________
   Loss from
    continuing
    operations
    available to
    common
    shareholders
    (numerator)  $     (908) $    (299) $   (1,207) $   (4,852) $  (24,257)
                 __________  __________ __________  __________  __________
   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) 10,300,000  10,300,000 10,300,000  10,300,000  10,006,800
                 __________  __________ __________  __________  __________

  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.

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.   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.

10
<PAGE>


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

  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 8 - SUBSEQUENT EVENTS

  During  July 2000, A shareholder of the Company contributed  $650
  for the payment of accounts payable of $650.

  On  July 31, 2000, the Company's president, director and majority
  shareholder  as  well  as the Company's 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  president  and  the
  secretary.   The  terms  of the agreement  required  the  present
  officers  and directors to resign  and appoint Mr. Piacentini  as
  Sole officer and director.

  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, resulting in
  Dr.  O'Brien's ownership of 49% of the issued and outstanding  of
  the   Company  and  reducing  Piacentini's  ownership   to   29%.
  Additionally, the Company formed a wholly owned subsidiary,  Royal
  Energy Corporation ("Royal") and appointed Dr. O'Brein as Royal's
  sole  officer and director.  Additionally, the Board approved  the
  employment  of Kathleen Casale as Royal's Director  of  Marketing
  and Thomas Gordon as Royal's Director of Sales.  The business  of
  Royal  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.

  On  August  7,  2000  the  shareholders amended  the  article  of
  incorporation increasing the authorized common shares, par  value
  $.001, from 25,000,000 to 100,000,000.

11
<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   initial   business  plan  involved  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 options and decided  that  increased
advertising,  as  well  as  execution  of  a  contract   with   a
photographic agency for silk-screening of photos, might bring the
Company some revenues.  In April 2000, advertisements were placed
in thirteen local Brooklyn newspapers, and the advertisement also
appeared on the Website of The Times Ledger. The results of these
advertisements proved unsuccessful. The Board met again  and  re-
examined its options and decided that and the Company must pursue
a  merger or acquisition with another on going business; In  July
2000, two (2) of the majority shareholders sold there controlling
interest in the Company and resigned as Officers and Directors of
the  Company.  At  this  point the newly appointed  Officers  and
Directors  commenced  development of the Company's  new  Business
Plan.  Pursuant  to a meeting of the new Board of Directors,  the
Company   formed   a  wholly  owned  subsidiary,   Royal   Energy
Corporation ("ROYAL"). Whereas the initial business of ROYAL will
be  to  develop and operate a business-to-business energy concern
that  brokers  and  markets electricity, natural  gas  and  other
energy products and services.

12
<PAGE>




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.
     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.

13
<PAGE>

A growing  number of  electric  and  gas utilities, including the
Company's  target markets, are now offering delivery services for
electricity  that is  purchased from competitive suppliers.  In
most jurisdictions, utilities  are actually being required to
divest their generation plants   so  that  generators,  independent
from  the  regulated electric company, will sell directly to retail
customers with the utility  simply  delivering the power  that
customers  purchase.  Royal  purchases  or  brokers  electricity
from  generators  and resells it to retail customers.

      In  the  natural  gas  industry, most  gas  utilities  have
delivery   services  available  for  commercial  and   industrial
business  customers  under  which the gas  utility  delivers  gas
purchased  from competitive suppliers.  Most competitors  in  the
marketplace have concentrated on obtaining very large  industrial
customers  and  the  small  to medium commercial  and  industrial
customer market has been largely ignored.  Only recently has this
market  segment been targeted, but only four or five firms appear
to be targeting this segment in the Company's target markets.  In
the  target markets that Royal intends to pursue during the  next
twelve  months,  there  are  over 1,000,000  commercial  business
customers   of  which  less  than  10%  have  chosen  competitive
suppliers.
     In the markets where the Company currently markets and where
it  intends  to expand,(1) there are over 1,000,000 commercial  and
industrial  business  customers.   The  vast  majority  of  these
customers  will have to choose a competitive supplier within  the
next  year.   It  is  estimated that  only  about  10%  of  these
customers  have  thus  far chosen a competitive  electricity  and
natural  gas supplier.  In addition, other areas are  opening  to
competition  in  the electric and gas markets  in  the  next  two
years.  Royal will closely monitor additional markets that can be
cost effectively and successfully entered.

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

_____________________________
(1) The Company's current target markets are the natural gas and
electric service areas of Consolidated Edison of New York ("Con
Ed"), Orange & Rockland  Utilities ("ORU"),  Brooklyn Union Gas
Company  ("BUG"),  United  Illuminating  ("UI"),  Philadelphia
Electric  Company  ("PECO") and Public  Service  Electric & Gas
("PSE&G").

14
<PAGE>


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.


                   PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

     None.

Item 2.  Changes in Securities and Use of Proceeds.

       On  August 1, 2000 pursuant to a meeting of the  board  of
directors,  the company issued a cumulative of 10,140,000  shares
of  its  treasury  stock in lieu of cash compensation,  therefore
increasing  the  number  of  issued  and  outstanding  shares  to
20,440,000.

Item 3.  Defaults Upon Senior Securities.

     None.

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

     None.

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Item 5.  Other Information.

The  Company  is  filing  this report as  a  preliminary  measure
primarily  to  inform shareholders of the change in control  that
has occurred.

Change in Control of Registrant.

      On  July  31, 2000, Maureen Abato ("ABATO") the  President,
Director  and  a  Major shareholder as well  as  Frank  Carbonaro
("CARBONARO")  the  Secretary, Director and a  Major  Shareholder
executed  an  agreement with Roger Piacentini ("PIACENTINI"),  to
transfer  a  majority (58%) of the outstanding shares  of  common
stock  of  the  Company  owned by Abato and  Carbonaro  to  Roger
Piacentini.

      The  terms  of  the Agreement between Abato, Carbonaro  and
Piacentini  requires that the present officers and  directors  of
the  Company  resign and appoint Piacentini as Sole  officer  and
Director.

      Pursuant  to  a meeting of the new Board, Dr. John  O'Brien
accepted  appointment  as Vice President and  Director;  and  was
issued 10,100,000 shares of the company's treasury stock in  lieu
of cash compensation, resulting in Dr. O'Brien's ownership of 49%
of  the  issued  and  outstanding of  the  Company  and  reducing
Piacentini's ownership to 29%; additionally the Company formed  a
wholly  owned subsidiary, Royal Energy Corporation ("ROYAL")  and
appointed  Dr.  O'Brien  as Royal's sole  Officer  and  Director.
Additionally the Board approved the employment of Kathleen Casale
as  Royal's  Director of Marketing and Thomas Gordon  as  Royal's
Director of Sales. The business of ROYAL 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 is now ready for market.

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%

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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

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first  new  utility in New York State in over forty  years.  Dr.
O'Brien sold his Company to British Petroleum and left in  1992.
In  1993, Wheeled Electric Power Company retained Dr. O'Brien in
order to participate in the ongoing deregulation of the electric
power  market. Wheeled Electric was able to acquire over  22,000
gas  and electric customers during his tenure. In 1999,  he  was
retained  by  Full  Power Corp. to run  their  All  Power  Corp.
subsidiary  to  participate  in  the  ongoing  natural  gas  and
electricity deregulation market in the Northeast United  States.
Dr. O'Brien is considered to be an expert on energy deregulation
and  frequently  lectures and testifies on the subject.  He  has
also  testified several times before the U.S. Congress  and  New
York Legislature on electric power deregulation.

Dr. O'Brien received a Bachelors Degree in Chemistry in 1972, and
an  M.A.  in  1974 and Ph.D. in 1976 from the Maxwell  School  of
Public Administration at Syracuse University.

KATHLEEN  CASALE  is employed as Royal's Director  of  Marketing.
Prior to joining ROYAL, Ms. Casale was Director of Marketing  for
All  Power  Corp. Prior to that she was Director of Marketing  at
Wheeled  Electric Power where she was instrumental  in  acquiring
over 22,000 gas and electric customers.    Ms. Casale also has an
extensive   background   in  corporate   restaurant   management,
including  extensive experience with the General Mills Restaurant
Group  and  Bennigan's  Restaurants,  specializing  in  staffing,
customer   and   employee  relations  and  P&L  management.   Her
entrepreneurial skills were honed in restaurants that  she  owned
and  operated  over the last twenty years, being responsible  for
start up and organization of all facets of the business.

At  All  Power, Ms. Casale developed the telemarketing department
and  all  promotional  materials. Her  responsibilities  included
inbound  call management including outsource management, outbound
solicitation  of  commercial customers, and setting  appointments
and  schedules  for All Power's outside salespeople.  Ms.  Casale
coordinated the advertising and promotion of All Power  projects.
She  also  performed background studies and developed reports  on
issues  important  to  All Power's evolution  such  as  outsource
marketing  efforts, future business alliances, and evaluation  of
customer demographics.

THOMAS  GODRON  is  Royal's Director of Sales. Prior  to  joining
ROYAL  Mr. Gordon was Director of Sales at All Power Corp.  Prior
to  that he was Director of Sales at Wheeled Electric Power where
he  was  instrumental in acquiring over 22,000 gas  and  electric
customers  for  WEPCO.  Mr. Gordon also has  an  extensive  sales
background.

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At  All  Power,  Mr.  Gordon developed a sales  program  and  was
responsible   for  the  sales  department.  His  responsibilities
included  coordinating  sales  efforts,  direct  solicitation  of
commercial  customers,  and appointments and  schedules  for  All
Power's outside salespeople. He also performed background studies
and   developed  reports  on  issues  important  to  All  Power's
evolution  such  as  outsource marketing  efforts,  future  sales
initiatives, and evaluation of customer demographics.


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

     (a) Exhibits - None

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



SIGNATURES

     In accordance with the requirements of the Exchange Act, the
Registrant has caused this Report to be signed on its  behalf  by
the undersigned, thereunto duly authorized.

GOLD & GREEN, INC.


By:  s/ Roger Piacentini
Roger Piacentini, Pres. & Director
Date:  Port Washington, New York
       August 14, 2000

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