8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                              -------------------

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF

                           THE SECURITIES ACT OF 1934


Date of Report:             November 11, 1999
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                               GOLD & GREEN, INC.
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             (Exact name of Registrant as specified in its charter)

         Nevada                         0-30116                     11-34543389
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(State of Incorporation)         (Commission File No.)             (IRS Employer
Identification No.)

       c/o Maureen Abato, Esq., 2732 East 21st Street, Brooklyn, NY 11235
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                    (Address of Principal Executive Offices)

Registrant's telephone number:     (718) 769-4021
                              --------------------------------------------------

Former name or address, if changed since last report:      Not applicable
                                                     ---------------------------

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Item 5.  Other Events

        Effective November 12, 1999, the Board of Directors of Gold & Green,
Inc. (the "Registrant") authorized the effectuation of a ten-for-one forward
stock split of its shares of common stock, par value $.001 per share, with the
result that instead of having 1,030,000 shares outstanding, it now has
10,300,000 shares outstanding. As no fractional shares have been issued, no
provision has been made for fractional shares. Each share held of record as of
the Record Date, November 12, 1999, shall automatically be increased to ten
shares of the same class. The Board has instructed the Company's officers to
take all actions necessary to effectuate this ten-for-one forward stock split,
including the issuance of additional stock certificates to all shareholders of
record as of the Record Date. Filed herewith as an exhibit to this Form 8-K is a
copy of the Unanimous Consent in Lieu of Meeting of the Board of Directors,
authorizing the ten-for-one foward stock split.

Item 7(c). Exhibits


    99.       Unanimous Consent in Lieu of Meeting of the Board of
              Directors of Gold & Green, Inc.


                                   SIGNATURES

        Pursuant to the requirements of the Securities Exhange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                  GOLD & GREEN, INC.

Date:   November 11, 1999                       By: s/ Maureen Abato
                                                  ------------------------------
                                                       Maureen Abato, President


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                                EXHIBIT INDEX



EXHIBIT NO.        DESCRIPTION


  99               Unanimous Consent in Lieu of Meeting of the Board of
                   Directors of Gold & Green, Inc.

EX-99

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                      UNANIMOUS CONSENT IN LIEU OF MEETING
                           OF THE BOARD OF DIRECTORS
                             OF GOLD & GREEN, INC.

        The undersigned, constituting all of the members of the board of
directors (the "Board") of Gold & Green, Inc. (the "Company"), hereby consent
unanimously to the following corporate action:

        WHEREAS, the Company is desirous of obtaining a listing for its
securities on the NASD Electronic Bulletin Board, and in order to further the
Company's efforts in this regard, the Board has decided and agreed that
increasing the number of its shares of common stock outstanding will be
advantageous from a business perspective. Therefore, be it

        RESOLVED, that effective November 12, 1999, the Company shall
immediately effectuate a ten-for-one forward stock split of its shares of common
stock, with the result that each and every share of common stock issued of
record as of November 12, 1999 (the "Record Date") shall hereinafter constitute
ten shares of the same class of common stock, par value $.001. There being no
issue of fractional shares, the Board believes it is not necessary to make
provision for fractional share issuances. The Comany's officers are hereby
authorized and directed to take all action necessary to effectuate the
ten-for-one forward stock split, including the following:

        1.     Issuance of additional stock certificates to all stockholders of
record as of the Record Date, to reflect their increased share ownership;

        2. Preparation and filing of a Current Report on Form 8-K with the
Securities and Exchange Commission, reflecting this ten-for-one forward stock
split;

        3. Updating the shareholder ledger to reflect the new totals of shares
owned by all shareholders of record as of the Record Date; and

        4. All such other actions as the officers shall deem necessary or
expedient in order to carry out this Resolution of the Board.

Dated:    Brooklyn, New York
          November 11, 1999

                                                           s/ Maureen Abato
                                                       -------------------------
                                                              MAUREEN ABATO

                                                           s/ Frank Carbonaro
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                                                              FRANK CARBONARO