10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

■ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2017

or

□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to__________________________

Commission File Number: 000-28571

Gold Entertainment Group, Inc.

(Exact name of Registrant as specified in its charter)

Florida	7372	98-0206212
(State or other jurisdiction of incorporation or formation)	Primary Standard Industrial Classification Code Number	(I.R.S. employer identification number)

429 W PLUMB LANE

RENO, NV 89509

 (Address of principal executive offices - Zip Code)

561-927-0605

(Registrant's telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)

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.   ■ Yes □ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ■ Yes □ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	□	Accelerated filed	□
Non-accelerated filer	□	Smaller reporting company	■
Emerging Growth Company	■

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  □ Yes ■ No

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the most practicable date.

Class	Outstanding as of July 31, 2017
Common Stock, $0.0001	9,181,501,513

Gold Entertainment Group, Inc.

INDEX

		Page No.
PART I	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS:	1
	Condensed Balance Sheets (unaudited)	1
	Condensed Statements of Operations (unaudited)	2
	Condensed Statements of Changes in Stockholders' Deficit (unaudited)	3
	Condensed Statements of Cash Flows (unaudited)	4
	Notes to Condensed Unaudited Financial Statements	5
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	9
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12
ITEM 4.	CONTROLS AND PROCEDURES	12
PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	13
ITEM 1A	RISK FACTORS	13
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	13
ITEM 4	MINE SAFETY DISCLOSURES	13
ITEM 5	OTHER INFORMATION	13
ITEM 6	EXHIBITS	13

PART 1.  FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Gold Entertainment Group, Inc.

(AN EMERGING GROWTH COMPANY)

GOLD ENTERTAINMENT GROUP, INC.
BALANCE SHEETS (UNAUDITED)
	July 31,	January 31,
	2017	2017
ASSETS
Current Assets:
Cash	$3,875	$188
Total Current Assets	3,875	188
Other Assets:
Software license, net of amortization of $1,000 at July 31, 2017 and $-0- at January 31, 2017	19,000	-
Total Other Assets	19,000	-
Total Assets	$22,875	$188
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Account payable and accrued expenses	$1,920	$100
Account payable and accrued expenses-Related parties	101,145	109,445
Stock subscription payable	18,600	18,600
Total Current Liabilities	121,665	128,145
Total Liabilities	121,665	128,145
Stockholders' Deficit:
Preferred stock, 50,000,000 shares authorized, no par value with 25,000,000 shares designated as
Class A Convertible, of which 1,000,000 shares are issued and
outstanding at July 31, 2017 and January 31, 2017.	-	-
Common stock, $.0001 par value, 25,000,000 shares authorized;
9,181,501,513 and 8,981,501,513 shares issued and outstanding at
July 31, 2017 and January 31, 2017	918,150	898,150
Additional paid-in capital	2,016,394	1,992,394
Accumulated (deficit)	(3,033,334)	(3,018,501)
Total Stockholders' Deficit	(98,790)	(127,957)
Total Liabilities and Stockholders' Deficit	$22,875	$188

1

GOLD ENTERTAINMENT GROUP, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended	Six Months Ended
	July 31,	July 31,
	2017	2016	2017	2016
Revenues	$-	$-	$-	$-
Operating Expenses:
administrative	11,496	6,489	14,833	12,789
Total Operating Expenses	11,496	6,489	14,833	12,789
Loss from Operations	(11,496)	(6,489)	(14,833)	(12,789)
Net loss before taxes	(11,496)	(6,489)	(14,833)	(12,789)
Income taxes	-	-	-	-
Net loss after taxes	$(11,496)	$(6,489)	$(14,833)	$(12,789)
Net loss per share - Basic	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Net loss per share - Diluted	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Weighted average shares outstanding:
Basic	9,181,501,513	8,981,501,513	9,181,501,513	8,981,501,513
Diluted	9,181,501,513	8,981,501,513	9,181,501,513	8,981,501,513

2

GOLD ENTERTAINMENT GROUP, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)

	For the Six Months Ended July 31, 2017
					Additional			Total
	Preferred Stock		Common Stock		Paid-in	Accumulated	Shareholders'
	Shares	No Par Value	Shares	Par Value	Capital	Deficit		Deficit
Balance, February 1, 2017	1,000,000	$-	8,981,501,513	$898,150	$1,992,394	$(3,018,501)		$(127,957)
Common stock issued for acquisition of software license	-	-	200,000,000	20,000	-	-		20,000
Forgiveness of debt to related party					24,000			24,000
Net loss for the six months ended July 31, 2017	-	-	-	-	-	(14,833)		(14,833)
Balance, July 31, 2017	1,000,000	$-	9,181,501,513	$918,150	$2,016,394	$(3,033,334)		$(98,790)

3

GOLD ENTERTAINMENT GROUP, INC.

STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Six Months Ended
	July 31,
	2017	2016
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES:	$(14,833)	$(12,789)
ITEMS NOT AFFECTING CASH:
Amortization	1,000	4---
CHANGES IN OPERATING ASSETS/LIABILITIES:
Increase (decrease) in accounts payable and accrued expenses	1,820	500
Increase (decrease) in accounts payable and accrued expenses-related parties	15,700	28,356
NET CASH FROM (USED) IN OPERATING ACTIVITIES	3,687	16,067
CASH FLOWS FROM INVESTING ACTIVITIES:	-	-
NET CASH USED IN INVESTING ACTIVITIES	-	-
NET CASH (USED) FOR FINANCING ACTIVITIES	-	-
NET INCREASE IN CASH	3,687	16,067
CASH AT BEGINNING OF PERIOD	188	3,102
CASH AT END OF PERIOD	$3,875	$19,169
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
Interest	$-	$-
Income taxes	$-	$-
Non-cash investing and financing activities: Forgiveness of related party debt.	$24,000	$-

4

GOLD ENTERTAINMENT GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

July 31, 2017 and January 31, 2017

NOTE 1 - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION

Nature of Organization

Gold Entertainment Group, Inc. (the "Company") was originally incorporated in the State of Nevada on February 3, 1999.  The Company was organized formerly for the purpose of establishing a multimedia internet-based communication network between the healthcare industry manufacturers and the key base managers in the medical field to advertise and promote the manufacturers products.  On August 28, 2007, the Company filed a certificate of domestication with the State of Florida whereby the Company became a Florida corporation.  Simultaneously, the Company's capital structure was increased to 25,000,000,000 common shares having a par value of $0.0001 per share and 50,000,000 preferred shares having no par value per share.

The Company's current business plan is primarily to serve as a vehicle for the acquisition of or merger or consolidation with another company (a "target business").  The Company intends to use its capital stock, debt, or a combination of these to affect a business combination with a target business which management believes has significant growth potential.

Basis of Presentation

The financial statements included herein have been prepared by the Company. In the opinion of the Company's management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations and cash flows for the six months ended July 31, 2017 and 2016 and our financial position as of July 31, 2017 and January 31, 2017 have been made.  

NOTE 2 - GOING CONCERN

The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses through July 31, 2017 in the amount of $3,033,334. This factor raises doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Gold's management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Significant estimates include the valuation of stock-based compensation, the valuation of discount on debt, the valuation of derivative instruments, the valuation of debt guarantees, and the valuation allowance on deferred tax assets.

Concentration of Risk

Gold places its cash and temporary cash investments with established financial institutions. Management feels this risk is mitigated due to the longstanding reputation of these banks.

In the normal course of business, the Company extends unsecured credit to the majority of its customers. Management periodically reviews its outstanding accounts receivable and establishes an allowance for doubtful accounts based on historical collection trends and other criteria.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents at July 31, 2017 and January 31, 2017, respectively.

Fair Value of Financial Instruments

The fair value of the Company's debt as of July 31, 2017 and January 31, 2017, approximated fair value at those times.

Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of July 31, 2017 and January 31, 2017 because of the relative short term nature of these instruments. At July 31, 2017 and January 31, 2017, the fair value of the Company's debt approximates carrying value.

Shares for Services and Other Assets

The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date, as well as a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model.  These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures.  The Company has historically issued stock options and vested and no vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period. None have been issued in the periods presented in these financials.

Intangibles with Finite Lives

The Company applies the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10, Property, Plant and Equipment, where applicable to all long-lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.The Company issued 200,000,000 shares of its common stock for a license to certain computer software on April 30, 2017 and valued the software license in the amount of $20,000. The value of the software license is being amortized over a 5-year period starting May 1, 2017.

Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined no impairment adjustment related to these intangibles was necessary.

Income taxes

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company's balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company's valuation allowance in a period are recorded through the income tax provision on the statements of operations.

On January 1, 2007, the Company adopted ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.

Basic and Diluted Net Loss Per Common Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.  Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period.  Potentially dilutive securities consist of the incremental common shares issuable upon exercise of stock options (using the treasury stock method) and convertible debt instruments.  Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.  Accordingly, potentially dilutive securities for all periods presented have not been included in the calculation of diluted net loss per common share as such effect would have been anti-dilutive.  As a result, the basic and diluted per share amounts for all periods presented are identical.

Concentrations of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash.  The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption. No new pronouncements that would affect these financial statements had been issued during or subsequent to these financial statements

NOTE 4 - RELATED PARTY TRANSACTIONS

Due To Related Party - Accounts payable and accrued expenses

From time to time during the six months ended July 31, 2017 and the year ended January 31, 2017, advances were made to and from the Company's current President (also a significant stockholder) and an entity owned 100% by this individual (collectively, the "related party") and another shareholder of the Company.  These advances are short-term in nature, non-interest bearing and are the primary source of funding for the Company.  For the six months ended July 31, 2017 and the year ended January 31, 2017, the activity with the related parties consisted of the following:

		Six months		Year
		Ended		Ended
		July 31, 2017		January 31, 2017
Balance due to related party - Beginning	$	109,445		$	87,343
Accrued consulting fees		7,000			24,000
Repayments made to related party		(24,500)	-		(25,898)
Proceeds received from related party		33,200			24,000
Extinguishment of debt from related party		(24,000)
Balance due to related party - Ending		101,145			109,445

5

NOTE 5 - INCOME TAXES

Effective January 1, 2007, we adopted the provisions of ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements. ASC 740-10 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of income.

At the adoption date of January 1, 2007, we had no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the six months ended July 31, 2017.

We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of July 31, 2017, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2016, 2015 and 2014 federal return remain open to examination.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The provision (benefit) for income taxes for the six months ended July 31, 2017 and the year ended January 31, 2017 consists of the following:

	July 31, 2017	January 31, 2017
Federal:
Current	$ -	$ -
Deferred	-	-
State:
Current	-	-
Deferred	-	-
	$ -	$ -

Net deferred tax assets consist of the following components as of July 31, 2017 and January 31, 2017:

	July 31, 2017	January 31, 2017
Deferred tax assets:
Operating Loss	$1,031,333	$1,026,290
Deferred tax liabilities:	-	-
Valuation allowance	(1,031,333)	(1,026,290)
Net deferred tax asset	$ -	$ -

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 34% to pretax income from continuing operations for the six months ended July 31, 2017 and 2016, by the amount of the change in valuation allowance of $5,043 and $4,348.

The Company has unused net operating loss carryforwards for income tax purposes totaling approximately $3,018,501 and $2,992,985 at January 31, 2017 and 2016, respectively, expiring through the year 2036 subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership.  In accordance with certain provisions of the Tax Reform Act of 1986 a change in ownership of greater than fifty (50%) percent of a corporation within a three (3) year period will place an annual limitation on the corporation's ability to utilize its existing tax benefit carryforwards.  Such a change in ownership may have occurred in connection with the private placement of securities. Additionally, the Company's utilization of its tax benefit carryforwards may be restricted in the event of possible future changes in the ownership of the Company from the exercise of options or other future issuances of common stock.

6

NOTE 6 - COMMON STOCK

On April 30, 2017, the Company licensed and acquired an option on certain computer software and other related intellectual property valued at $20,000 for 200,000,000 shares of its common stock. The value of the license of $20,000 represents management's estimate of the fair market value at the time of the acquisition and was treated as a non-current asset on the Company's balance sheet subject to amortization over a 5-year period.

NOTE 7 - PREFERRED STOCK

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock with 25,000,000 shares designated as Class A preferred stock. The Class A preferred stock has the following attributes:

	Total SeriesAuthorized	Stated Value	Voting	Annual Dividends per Share	Conversion Rate
Series A	25,000,000	None	Yes	Same As per common stock	5,000 shares of common for every preferred share.

NOTE 8 - SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 20, 2017, the date the financial statements were issued. No subsequent events had occurred as of December 20, 2017.

7

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

GENERAL

This report on Form 10-Q and other reports filed by Gold Entertainment Group, Inc. ("GEGP", " we,", "us", "our", or the "Company") from time to time with the U.S. Securities and Exchange Commission (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in elsewhere in this report, relating to the Company's industry, the Company's operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

The Company was originally incorporated in the State of Nevada on February 3, 1999 as a C corporation under the name ADVANCED MEDICAL TECHNOLOGIES INC. / CANADA. The fiscal year end is January 31st. On April 5, 2002, the Stock Exchange and Merger Agreement entered into between Gold Entertainment Group, Inc. and Advanced Medical Technologies, Inc. was filed with the Nevada Secretary of State. Advanced Medical Technologies, Inc., amended its name to Gold Entertainment Group, Inc. On August 28, 2007 the state of incorporation was changed from Nevada to Florida.

A registration statement has been filed with the Securities and Exchange Commission on January 3 2017.Upon the effectiveness of the registration statement, 60 days following the filing date, we became subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and we are required to file periodic reports, proxy statements and other information with the Securities and Exchange Commission.

PLAN OF OPERATION

On April 30, 2017 the Company entered into a Software License Agreement and an option, described below, in exchange for two hundred million (200,000,000) shares of Common Stock. The Company has an option, at terms yet to be negotiated, to acquire the software company that produces it. The software is used to manage all aspects of an event including physical resources, event coordinators, assistants, attendees and payments where applicable. The software also manages and maintains a revolving website for each event prior to, during and after the event.

The Company intends to use this software as a basis for the licensing or acquisition of other assets. Each asset will be targeted towards a particular market segment.

As the Company possesses limited funds, the Company will be extremely limited in its attempts to locate potential business situations for investigation. The Company intends to commence, on a limited basis, the process of investigating possible merger and acquisition candidates, and believes that the Company's status as a publicly held corporation will enhance its ability to locate such potential business ventures. No assurance can be given as to when the Company may locate suitable business opportunities and such opportunities may be difficult to locate; however, the Company intends to actively search for potential business ventures for the foreseeable future.

RESULTS OF OPERATION

We are a development stage company with limited operations. As of July 31, 2017, we had total assets of $22,875 and total liabilities of $121,665. We anticipate that we will continue to incur losses in the next 12 months while we explore new business opportunities and generate positive cash flow. We expect we will require additional capital to meet our short term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities or by further contributions from our sole Officer and Director.

Quarter Ended July 31, 2017

Revenues

During the three-month periods ending July 31, 2017 and 2016, the Company did not generate any revenues.

Operating Expenses

During the three-month periods ended July 31, 2017 and 2016, we incurred general and administrative expenses and professional fees of $11,496 compared to $6,489. General and administrative and professional fee expenses incurred during the three-month periods ended July 31, 2017 and 2016 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs. The expenses increased for the current period due to an increase in professional accounting services incurred.

Net Losses

Our net loss for the three months ended July 31, 2017 was $(11,496) compared to a net loss of $(6,489) during the three months ended July 31, 2016. The major reason for the increase in the net loss for the current period is due to an increase in professional accounting services.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2017

As of July 31, 2017 our current assets were $3,875 compared to $188 at January 31, 2017. The major reason for the increase was the increase was the proceeds received on an account payable to a related party. As of July 31, 2017, our current liabilities were $121,665 compared to $128,145 in current liabilities at January 31, 2017. The major reason for the decrease in the current liabilities was due to the extinguishment of debt to a related party.

As at July 31, 2017 the Company had $3,875 cash on hand, has incurred operating losses of $14,833 over the prior six months and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.

Cash Flows from Operating Activities

For the six months ended July 31, 2017, net cash flows from operating activities was $3,687compared to cash flows from operating activities $16,067 during the six months ended July 31, 2016. The reason for the decrease in net cash flows from operations for the current period was the loss from operations and payment of payables to a related party.

Cash Flows from Investing Activities

We neither generated nor used funds in investing activities during the six months ended July 31, 2017 and 2016.

Cash Flows from Financing Activities

We neither generated nor used funds in investing activities during the six months ended July 31, 2017 and 2016.

PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities for the short term until acquisition are identified and in place generating positive cash flow. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses (iv) acquiring existing entertainment train operations. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

GOING CONCERN

As a result of our net loss from operations, net cash used in operations, deficit accumulated as of July 31, 2017, our ability to continue as a going concern is in substantial doubt. Our ability to continue as a going concern is subject to the ability of the Company to generate profits from operations and/or obtaining the necessary funding from outside sources. Management's plan to address the Company's ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company's securities; and (iii) obtaining loans from shareholders as necessary, (iv) acquiring existing entertainment trains to generate cash flow from operations. Although management believes that it will be able to obtain the necessary funding and acquisitions to allow the Company to remain a going concern, and to pursue its' acquisition strategy through the methods discussed above, there can be no assurances that such methods will prove successful.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of its operations as reported in its financial statements

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF 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 and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

The Company followed the guidance of the Securities and Exchange Commission's Staff Accounting Bulletin No. 104 for revenue recognition. The Company records revenue when all of the following have occurred; (1) persuasive evidence of an arrangement exists, (2) product delivery has occurred, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. Revenue is recognized at point of sale.

The Company reported revenue net of sales and use taxes collected from customers and are remitted to governmental taxing authorities.

SHARE BASED PAYMENTS

Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at their fair value on the awards' grant date, and based on the estimated number of awards that are ultimately expected to vest. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.

BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. Controls and Procedure

We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report. Our disclosure controls and procedures are not effective as a result of the following material weaknesses:

a)	The Company lacks the financial infrastructure to account for complex transactions which may result in a greater than normal risk that material errors may occur in the financial statements and not be detected timely.
b)	The Company does not have a full time CFO, and currently relies upon independent financial reporting consultants for review of critical accounting areas and disclosures of material non-standard transactions.
c)	The Company lacks sufficient personal to allow for proper segregation of duties.

Changes in Internal Controls

We have also evaluated our internal control for financial reporting and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

8

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 1A.

RISK FACTORS.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On April 30, 2017, in conjunction with the Software Licensing Agreement, the Company authorized the issuance of two hundred million (200,000,000) common shares.

ITEM 3. 

DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS.

No senior securities were issued and outstanding during the six months ended July 31, 2017.

ITEM 4. 

MINES SAFETY DISCLOSURES.

Not applicable

ITEM 5. 

OTHER INFORMATION.

No report required.

ITEM 6. 

EXHIBITS.

Table of Exhibits

31.1	Certification of Chief Executive Officer & Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certification of Chief Executive Officer & Principal Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
99	Software Licensing Agreement.

9

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.

/s/ Hamon Fytton

Date: December 20, 2017

By: Hamon Fytton, Chief Executive Officer, Chief Financial Officer, Director

EX-31

Exhibit 31.1

CERTIFICATION

I, Hamon Fytton President, Chief Executive Officer, Chief Financial Officer of Gold Entertainment Group, Inc., certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Gold Entertainment Group, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: December 20, 2017

/s/ Hamon Fytton

Hamon Fytton, President, CEO & CFO

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gold Entertainment Group, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 20, 2017

/s/ Hamon Fytton

Hamon Fytton President,

Chief Executive Officer & Chief Financial Officer

EX-99

SOFTWARE LICENSE & SHARE AGREEMENT

This Software License & Share Agreement (the "Agreement") dated this 27th day of April 2017, is entered into by and among Gold Entertainment Group Inc, a Florida corporation ("GEGP"), Take It National Inc, a Florida Corporation ("TIN") and its shareholders.

WHEREAS, GEGP is a publicly held company whose securities are traded on the OTC Markets under the symbol: GEGP;

WHEREAS, GEGP is subject to the filing requirements of the Securities and Exchange Commission ("SEC");

WHEREAS, GEGP's business plan is to license from and/or merge with companies that provide added value to each other;

WHEREAS, the management of TIN has significant event software experience;

WHEREAS, GEGP is seeking to obtain a software license, for a period of three years, from TIN and in exchange will be issued shares of Common Stock of GEGP;

WHEREAS, GEGP is seeking, in addition, the options to merge with TIN under mutually acceptable terms to be determined at a later date;

NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and for good and valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows:

ARTICLE I. INCORPORATION BY REFERENCE AND SUPERSEDER

Section 1.1 Incorporation by Reference. The foregoing recitals and the Exhibits and Schedules attached hereto are referred to herein as hereby acknowledged to be true and accurate, and are incorporated herein by this reference.

Section 1.2 Superseder. This Agreement, to the extent that it is inconsistent with any other instrument or understanding among the parties governing the affairs of the Company, shall supersede such instruments or understandings to the fullest extent permitted by Florida law.

ARTICLE II. SHARE ISSUANCE OF COMMON STOCK TO TIN

Section 2.1 Share Issuance. In consideration for the issuance of 200,000,000 shares of Common Stock to the shareholders of TIN. The holders and respective number of newly issued GEGP common stock are set forth in Exhibit 3.1.

Section 2.1

CLOSING AND DELIVERIES AT CLOSING

Section 2.2 Closing. The closing shall take place at the offices of GEGP no later than April 30, 2017 or at such other time or place as agreed by the parties.

Section 2.3 Deliveries. At closing the following deliveries shall be made:

By GEGP:

- Certificates representing 200,000,000 shares of Common Stock to the shareholders of TIN as set forth in Exhibit 3.1.

ByTIN - Software access to a separate instance of the TIN event management software.

Section 3.1

(a) under the laws of the state of its incorporation, with full corporate power and authority to own its properties and conduct its business and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which the nature of its business or the character or location of its properties requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, properties or operations of GEGP and its subsidiaries as a whole.

(b) GEGP has full legal right, power and authority to enter into this Agreement, and to consummate the transactions provided for herein, and this Agreement, when executed by GEGP, will constitute a valid and binding agreement, enforceable in accordance with its terms (except as enforceability thereof may be limited by bankruptcy or other similar laws affecting the rights of creditors generally or by general equitable principles and except as the enforcement of indemnification provisions may be limited by federal or state securities laws).

(c) GEGP is not in violation of its articles of incorporation or bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture, partnership or other agreement or instrument to which GEGP is a party or by which it may be bound or is not in violation of any law, order, rule, regulation, writ, injunction or decree of any governmental instrumentality or court, domestic or foreign.

(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated therein will not conflict with, or result in a material breach of any of the terms, conditions or provisions of, or constitute a material default under, or result in the imposition of any material lien, charge or encumbrance upon any of the property or assets of GEGP pursuant to, any debenture, note or other evidence of indebtedness or any material contract, indenture, mortgage, loan agreement, lease, joint venture,

Deliveries. At closing the following deliveries shall be made:

By GEGP:

- Certificates representing 200,000,000 shares of Common Stock to the shareholders of TIN as set forth in Exhibit 3.1.

ByTIN - Software access to a separate instance of the TIN event management software.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

Representations and Warranties of GEGP. GEGP represents and warrants to TIN as follows:

GEGP has been duly incorporated and is validly existing as a corporation in good standing

partnership or other agreement or instrument to which GEGP is a party nor will such action result in the material violation by GEGP of any of the provisions of its articles of incorporation or bylaws or any law, order, rule, regulation, writ, injunction, decree of any government, governmental instrumentality or court, domestic or foreign, except where such violation will not have a material adverse effect on the financial condition of GEGP.

(e) The number of authorized shares of common stock is 25,000,000,000, of which 8,981,501,513 shares are issued and outstanding. All of the shares of common stock outstanding have been duly authorized, validly issued and are fully paid and non-assessable.

(f) The common stock to be issued pursuant to this Agreement shall have been duly authorized by the Board of Directors and upon issuance, shall be duly authorized, validly issued and fully paid and non- assessable.

(g) GEGP is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement. Upon the issuance and delivery pursuant to the terms hereof of the Common Stock, TIN will acquire good and marketable title to such securities free and clear of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction of any kind whatsoever other than restrictions as may be imposed under the securities laws.

(h) GEGP has good and marketable title to all of its properties and assets as owned by it, free and clear of all liens, charges, encumbrances or restrictions.

(i) There has been no material adverse change or material development involving a prospective adverse change in the condition, financial or otherwise, or in the prospects, value, operation, properties, business or results of operations of GEGP whether or not arising in the ordinary course of business.

(j) To the knowledge of GEGP, there is no pending or threatened, action, suit or proceeding to which GEGP is a party before or by any court or governmental agency of body.

(k) GEGP has properly prepared and filed all necessary federal, state, local and foreign income and franchise tax returns, has paid all taxes shown as due thereon, has established adequate reserves for such taxes which are not yet due and payable, and does not have any tax deficiency or claims outstanding, proposed or assessed against it.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF TIN

Section 4.1 Representations and Warranties of TIN represent and warrant to GEGP:

(a) TIN has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of its incorporation, with full corporate power and authority to own its properties and conduct its business and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which the nature of its business or the character or location of its properties requires such qualification, except where the failure to so qualify would not have a material adverse effect on the business, properties or operations of TIN and its subsidiaries as a whole.

(b) TIN has full legal right, power and authority to enter into this Agreement, and to consummate the transactions provided for herein, and this Agreement, when executed by TIN, will constitute a valid and binding agreement, enforceable in accordance with its terms (except as enforceability thereof may be limited by bankruptcy or other similar laws affecting the rights of creditors generally or by general equitable principles and except as the enforcement of indemnification provisions may be limited by federal or state securities laws).

(c) TIN is not in violation of its articles of incorporation or bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture, partnership or other agreement or instrument to which TIN is a party or by which it may be bound or is not in violation of any law, order, rule, regulation, writ, injunction or decree of any governmental instrumentality or court, domestic or foreign.

(d) The execution and delivery of this Agreement and the consummation of the transactions contemplated therein will not conflict with, or result in a material breach of any of the terms, conditions or provisions of, or constitute a material default under, or result in the imposition of any material lien, charge or encumbrance upon any of the property or assets of TIN pursuant to, any debenture, note or other evidence of indebtedness or any material contract, indenture, mortgage, loan agreement, lease, joint venture, partnership or other agreement or instrument to which TIN is a party nor will such action result in the material violation by TIN of any of the provisions of its articles of incorporation or bylaws or any law, order, rule, regulation, writ, injunction, decree of any government, governmental instrumentality or court, domestic or foreign, except where such violation will not have a material adverse effect on the financial condition of TIN.

(e) There has been no material adverse change or material development involving a prospective adverse change in the condition, financial or otherwise, or in the prospects, value, operation, properties, business or results of operations of TIN whether or not arising in the ordinary course of business.

(f) To the knowledge of TIN, there is no pending or threatened, action, suit or proceeding to which TIN is a party before or by any court or governmental agency of body.

(g) TIN has properly prepared and filed all necessary federal, state, local and foreign income and franchise tax returns, has paid all taxes shown as due thereon, has established adequate reserves for such taxes which are not yet due and payable, and does not have any tax deficiency or claims outstanding, proposed or assessed against it.

(h) The minute books of TIN have been made available to GEGP and contain a complete summary of all meetings and actions of the directors and stockholders of TIN, since the time of its incorporation and reflect all transactions referred to in such minutes accurately in all respects.

ARTICLE V. INDEMNIFICATION.

Section 8

(a) GEGP agrees to indemnify and hold harmless TIN and TIN's officers, directors, employees, accountants, attorneys and agents against any and all losses, claims, expenses, damages or liabilities, joint or several, to which they or any of them may become subject (including the costs of any investigation and all reasonable attorneys' fees and costs) or incurred by them, to the fullest extent lawful, in connection with any pending or threatened litigation, legal claim or proceeding, whether or not resulting in any liability, arising

out of or in connection with the services rendered by GEGP or any transactions in connection with this Agreement; provided, however, that the indemnification contained in this Section 8(a) shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of gross negligence, willful misconduct or fraud of TIN, or a material breach of their representations and warranties hereunder.

(b) TIN agrees to indemnify and hold harmless GEGP and its officers, directors, employees, accountants, attorneys and agents against any and all losses, claims, expenses, damages or liabilities, joint or several, to which they or any of them may become subject (including the costs of any investigation and all reasonable attorneys' fees and costs) or incurred by them, to the fullest extent lawful, in connection with any pending or threatened litigation, legal claim or proceedings, whether or not resulting in any liability, arising out of gross negligence, willful misconduct or fraud of TIN; provided, however, that the indemnification contained in this Section 8(b) shall not apply to any such losses, claims, related expenses, damages or liabilities arising out of the gross negligence, willful misconduct or fraud of GEGP, or a material breach of GEGP's representations and warranties hereunder.

ARTICLE VI. MISCELLANEOUS

Section 6.1 Common Stock for Investment. TIN acknowledges that the common stock are "restricted securities" as defined by the SEC and may only be sold pursuant to an exemption from the registration provisions of the Securities Act of 1933 or pursuant to a registration statement. A legend will be affixed to the share certificates evidencing that the shares are restricted.

Section 6.2 Representations, Warranties and Agreements to Survive. The respective indemnities, agreements, representations, warranties and other statements of GEGP, TIN set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of GEGP and TIN or any of their respective officers or directors.

Section 6.3 Notices. All communications hereunder will be in writing and, except as otherwise expressly provided herein, sent by overnight mail, to GEGP at: PO BOX 480683, Ft Lauderdale, Florida 33348 and to TIN, 7666 SIERRA TERRACE WEST, Boca Raton, Florida, 33433

Section 6.4 Parties in Interest. This Agreement is made solely for the benefit of TIN and GEGP, and their respective controlling persons, directors and officers, and their respective successors, assigns, executors and administrators. No other person shall acquire or have any right under or by virtue of this Agreement.

Section 6.5 Headings. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

Section 6.6 Applicable Law; Venue and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict of law principles. Any action arising out of this agreement shall be brought exclusively in a court of competent jurisdiction located in Palm Beach County, Florida, and the parties hereby irrevocably submit to the personal jurisdiction of such courts, and waive any objection they now or hereafter may have to the laying of venue in such courts.

Section 6.7 Integration. This Agreement constitutes the entire agreement and understanding of the parties hereto, and supersedes any and all previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein. No provision of this Agreement may be amended, modified or waived, except in a writing signed by all of the parties hereto.

Section 6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which together shall constitute one and the same instrument.

Section 6.9 Authority. This Agreement has been duly authorized, executed and delivered by and on behalf of GEGP and TIN.

(Signature page to follow)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

/s/ Daniel Gudema

Take It National Inc - Daniel Gudema its President

Date April 27, 2017

/s/ Hamon Francis Fytton

Gold Entertainment Group Inc - Hamon Francis Fytton its President

Date April 27, 2017

Exhibit 3.1.

Holders of newly issued GEGP Common Stock. The following shall be the holders of newly issued GEGP Common Stock: Existing TIN shareholders:

1. Daniel Gudema

2. Vince Gelormine