UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: JANUARY 31, 2018
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)
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Florida | 98-0206212 | |
(State or other Jurisdiction of | (I.R.S. Employer Identification No.) | |
429 W PLUMB LANE
RENO, NV 89509
(Address of Principal Executive Offices)
954-440-4678
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. (1) Yes þ No ¨ (2) Yes þ 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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 | þ | Smaller reporting company | þ |
Emerging Growth Company | þ |
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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
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of JULY 31, 2017, the last business day of the registrant's most recently completed second fiscal quarter: $918,150.
As of May 21, 2021, the Registrant had 9,181,501,513 Shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
TABLE OF CONTENTS
PART I |
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Item 1. |
Business | 1 |
Item 1A. |
Risk Factors |
1 |
Item 1B. |
Unresolved Staff Comments | 5 |
Item 2. | Properties | 5 |
Item 3. | Legal Proceedings | 5 |
Item 4. | Mine Safety Disclosures | 5 |
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PART II |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 6 |
Item 6. | Selected Financial Data | 6 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 7 |
Item7A. | Quantitative and Qualitative Disclosures about Market Risk | 10 |
Item 8. | Financial Statements and Supplementary Data | 10 |
Item 9. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 10 |
Item9A. | Controls and Procedures | 10 |
Item9B. | Other Information | 11 |
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PART III |
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Item10. | Directors, Executive Officers and Corporate Governance | 12 |
Item11. | Executive Compensation | 13 |
Item12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 13 |
Item13. | Certain Relationships and Related Transactions and Director Independence | 14 |
Item14. | Principal Accountant Fees and Services | 14 |
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PART IV |
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Item15. | Exhibits, Financial Statement Schedules | 15 |
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SIGNATURES | 16 | |
PART I
FORWARD-LOOKING STATEMENTS
Statements made in this Annual Report about us that are not purely historical are forward-looking statements with respect to our goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions nationally and/or in the communities in which we may conduct business; changes in the interest rate environment; legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; or other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices, among others.
Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Item 1. Business.
Corporate HistoryGold Entertainment Group, Inc. 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.
Commencing January 31, 2004, Gold Entertainment Group, Inc. was a developer and marketer of a national multi-level, fixed- price DVD rental program, and sought to become a leading home entertainment sales and rental company. Gold Entertainment Group, Inc. marketed its products and programs exclusively through an independent network of distributors whereby its distributors promoted the Company's DVD rental service with products shipped directly to consumers. The Company maintains the web site: www.GoldEntertainment.com
At the time, the Company had operations through its main office in Florida, and a Canadian subsidiary in Toronto, Ontario.
The company is currently actively seeking new business opportunities. During its operations, it had 11 full time employees.
On January 3, 2017 the Company filed a Form 10 with the Securities and Exchange Commission. 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.
At the time, the Company had operations through its main office in Florida, and a Canadian subsidiary in Toronto, Ontario. None of the Company's operations are handled through its above listed website.
On June 27, 2018, Gold Entertainment Group, Inc. ("we" or "Company") entered into an agreement with IceLounge Media Inc., a Wyoming corporation ('ICELOUNGE"), (the "Agreement"). Pursuant to the terms of the Agreement, the Company authorized a new class of Preferred Shares. The new class, SERIES B Preferred Shares were issued as part of the payment due to the Company's CEO and Director, Mr. Fytton, for the acquisition of the Company's controlling block of Series A Preferred Stock, by ICELOUNGE; whose rights remain unchanged. Following conformation from the State of Florida of these changes, the Effective Date for the previously announced ICELOUNGE Agreement is amended to be August 10, 2018. On the effective date of August 10, 2018, Mr. Fytton resigned as an Officer and Director of the Company. The new Officers and Directors are as follows:
Robert Schlegel President and Director
James Kander Director
The Company is currently actively seeking new business opportunities or merger candidates.
Revenue
We have no revenues for the years ended January 31, 2017 and 2018 or through the date of this filing.
Our strategy is to seek an appropriate company as a working partner looking to develop new markets for its products or services. This may involve any of the following business strategies; licensing, co-ownership or distribution of a number of products and/or services suitable for the North American marketplace. The working partner company will have to provide proof to Management of its ability to sustain operations while expanding its market reach.
As of January 31, 2018 and through the date of this filing, we did not have any full-time employees. Management is concurrently engaged in other endeavors and devotes as much time as it deems necessary to handle the affairs of the Company with other services provided on a contract basis.
We believe there are opportunities to acquire and license products from companies that have existing revenue or are now operating under limited circumstances and can be redeveloped for profitable operation as part of the Company. When we identify such a prospect we determine whether there is reason to believe the prospect has revenue potential or existing operations, determine a value for the prospect, and, if warranted under all the circumstances, pursue a working business arrangement with the prospect. Our research has shown that there are potential products offered by companies in non-US markets that we believe have market potential in the US.
Historically, Gold Entertainment has focused its acquisition and development of technology companies with either consumer or small business customers, and Gold Entertainment intends to continue with that focus. Nevertheless, should Gold Entertainment receive unsolicited proposals on the acquisition of businesses in other industries that are attractive, we will investigate and, if warranted, make an effort to acquire an interest in such properties at acceptable terms.
Our Chief Executive Officer, Hamon Francis Fytton, leads our evaluation process, consulting with professionals engaged by the Company. We expect to hire independent contractors to perform specialized functions on an as needed basis. The ongoing search has not been successful, nor have any independent contractors been engaged.
The Company has competitors and potential competitors include many companies of varying sizes, all of which are engaged in the acquisition and development of suitable business prospects. Most of our competitors have greater financial, personnel and other resources than we have.
Consequently, they have greater leverage to use in acquiring prospects, hiring personnel and marketing their products. Accordingly, a high degree of competition in these areas is expected to continue.
Securities Exchange Act of 1934, as amended (the "Exchange Act") Reporting Requirements
Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company's shareholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the Company's shareholders.
We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.
On January 29, 2019, the Company filed a form 15-12G to relieve the necessity to continue to report to the Securities and Exchange Commission. This form 15-12G was amended on February 21, 2019.
Effect of the Company being considered a "Shell" and Rule 144.
Amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro forma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, that limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions. These types of transactions are customarily referred to as "reverse" reorganizations or mergers in which the acquired Company's shareholders become the controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expenses that are normally avoided by reverse reorganizations or mergers.
Certain amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC's prior position limiting the tradability of certain securities of shell companies, including those that we may issue in any acquisition, reorganization or merger, and further limit the tradability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise whose management may wish to utilize the Company as a means of going public.
Any of these types of transactions, regardless of their particular prospects, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in Gold Entertainment Group, Inc. 4
Item 1B. Unresolved Staff Comments.
None
Item 2. Properties.
Our corporate office is located at 429 W. Plumb Lane, Reno, Nevada 89509. This is the office of our former CFO, and is provided at no cost to the Company. The Company does not own or lease any properties.
Item 3. Legal Proceedings.
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company threatened against or affecting our company, our common stock, in which an adverse decision could have a material adverse effect.
Item 4. Mining Safety Disclosures.
Not Applicable.PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company's Common Stock is listed on the OTC market and trades under the symbol GEGP.
The following table sets forth the range of the high and low bid quotations of our Common Stock for the past year in the over-the-counter market, as reported by OTC Markets. The quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Calendar Quarter Ended:
Year ending January 31, 2017 | HIGH | LOW |
April 30 | $ 0.0002 | $ 0.0001 |
July 31 | $ 0.0002 | $ 0.0001 |
October 31 | $ 0.0002 | $ 0.0001 |
January 31 | $ 0.0002 | $ 0.0001 |
Year ending January 31, 2018 |
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April 30 | $ 0.0002 | $ 0.0001 |
July 31 | $ 0.0002 | $ 0.0001 |
October 31 | $ 0.0002 | $ 0.0001 |
January 31 | $ 0.0002 | $ 0.0001 |
As of January 31, 2018, the Company had 100 shareholders of record.
Item 6. Selected Financial DataRECENT ISSUANCES INVOLVING UNREGISTERED SECURITIES
On April 30, 2017, the Company obtained a 3-year license from an unrelated software developer and acquired an option to purchase certain computer software and other related intellectual property valued at $20,000 in exchange for 200,000,000 shares of the Company's common stock. The Company has not issued any Preferred, during the two years covered by this report
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 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
GENERAL
This annual report on Form 10-K and other reports filed by Gold Entertainment Group, Inc. ("GOLD", " 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 the 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 incorporated under the laws of the State of Nevada on February 3, 1999. Our most recent registration statement has been filed with the Securities and Exchange Commission on January 3, 2017 and was effective on March 6, 2017.
PLAN OF OPERATIONThe Company is in the process of investigating potential business ventures, which, in the opinion of management, will provide a source of eventual profit to the Company. Such involvement may take many forms, including the acquisition of an existing business or the acquisition of assets to establish subsidiary businesses. The Company's management does not expect to remain involved as management of any acquired business.
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.
Business opportunities, if any arise, are expected to become available to the Company principally from the personal contacts of our officer and director. While it is not expected that the Company will engage professional firms specializing in business acquisitions or reorganizations, such firms may be retained if funds become available in the future, and if deemed advisable. Opportunities may thus become available from professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and other sources of unsolicited proposals. In certain circumstances, the Company may agree to pay a finder's fee or other form of compensation, including perhaps one-time cash payments, payments based upon a percentage of revenues or sales volume, and/or payments involving the issuance of securities, for services provided by persons who submit a business opportunity in which the Company shall decide to participate, although no contracts or arrangements of this nature presently exist. The Company is unable to predict at this time the cost of locating a suitable business opportunity.
The analysis of business opportunities will be undertaken by or under the supervision of the Company's management. Current management does not have significant experience in evaluating potential mergers or acquisitions. Among the factors which management will consider in analyzing potential business opportunities are the available technical, financial and managerial resources; working capital and financial requirements; the history of operation, if any; future prospects; the nature of present and anticipated competition; potential for further research, developments or exploration; growth and expansion potential; the perceived public recognition or acceptance of products or services; name identification, and other relevant factors.
It is not possible at present to predict the exact matter in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed and, based upon such review, the appropriate legal structure or method of participation will be decided upon by management. Such structures and methods may include, without limitation, leases, purchase and sale agreements, licenses, joint ventures; and may involve merger, consolidation or reorganization. The Company may act directly or indirectly through an interest in a partnership, corporation or reorganization. However, it is most likely that any acquisition of a business venture the Company would make would be by conducting a reorganization involving the issuance of the Company's restricted securities. Such a reorganization may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the other), or it may occur as a consolidation, where a new entity is formed and the Company and such other entity combine assets in the new entity. A reorganization may also occur, directly or indirectly, through subsidiaries, and there is no assurance that the Company would be the surviving entity. Any such reorganization could result in loss of control of a majority of the shares. The Company's present director may be required to resign in connection with reorganization. Substantial dilution of percentage equity ownership may result to the shareholders, in the discretion of management.
The Company may choose to enter into a venture involving the acquisition of or merger with a company, which does not need substantial additional capital but desires to establish a public trading market of its securities. Such a company may desire to consolidate its operations with the Company through a merger, reorganization, asset acquisition, or other combination, in order to avoid possible adverse consequences of undertaking its own public offering. (Such consequences might include expense, time delays or loss of voting control). In the event of such a merger, the Company may be required to issue significant additional shares, and it may be anticipated that control over the Company's affairs may be transferred to others.
As part of their investigation of acquisition possibilities, the Company's management may meet with executive officers of the business and its personnel; inspect its facilities; obtain independent analysis or verification of the information provided, and conduct other reasonable measures, to the extent permitted by the Company's limited resources and management's limited expertise. Generally, the Company intends to analyze and make a determination based upon all available information without reliance upon any single factor as controlling.
In all likelihood, the Company's management will be inexperienced in the areas in which potential businesses will be investigated and in which the Company may make an acquisition or investment. Thus, it may become necessary for the Company to retain consultants or outside professional firms to assist management in evaluating potential investments, and to hire managers or outside professional firms to assist management in evaluating potential investments, and to hire managers to run or oversee the operations of its acquisitions of investments. The Company can give no assurance that we will be able to find suitable consultants or managers. The Company has no policy regarding the use of consultants, however, if management, in its discretion, determines that it is in the best interests of the Company, management may seek consultants to review potential merger or acquisitions candidates. There are currently no contracts or agreements between any consultant and any companies that are searching for "shell" companies with which to merge.
It may be anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention, and substantial costs for accountants, attorneys and others. Should a decision thereafter be made not to participate in a specific business opportunity, it is likely that costs already expended would not be recoverable. It is likely, in the event a transaction should eventually fail to be consummated, for any reason, that the costs incurred by the Company would not be recoverable. The Company's officer and director are entitled to reimbursement for all expenses incurred in their investigation of possible business ventures on behalf of the Company, and no assurance can be given that if the Company has available funds they will not be depleted by such expenses.
Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like the Company, without assets or many liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of "going public." However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of the Company.
Management of the Company believes the best chance to obtain value for the shareholders is to seek a merger or acquisition with an existing business. At this time, management has been unable to locate any potential mergers or acquisitions.
Management is not able to determine the time or resources that will be necessary to locate and acquire or merge with a business prospect. There is no assurance that the Company will be able to acquire an interest in any such prospects, products or opportunities that may exist or that any activity of the Company, regardless of the completion of any transaction, will be profitable.
If and when the Company locates a business opportunity, management of the Company will give consideration to the dollar amount of that entity's profitable operations and the adequacy of its working capital in determining the terms and conditions under which the Company would consummate such an acquisition. Potential business opportunities, no matter which form they may take, will most likely result in substantial dilution for the Company's shareholders due to the issuance of stock to acquire such an opportunity.
We are an emerging growth company with limited operations. As of January 31, 2018 and 2017, we had total assets of $2,250 and $188, respectively, and total liabilities of $127,145 and $128,145, respectively. 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.
Year Ended January 31, 2018 Compared to the Year Ended January 31, 2017
Revenues
During the twelve-month period ending January 31, 2018 and 2017, the Company did not generate any revenues.
Operating Expenses
During the twelve month period ended January 31, 2018, we incurred general and administrative expenses and professional fees of $40,938 compared to $25,516 incurred during the period ended January 31, 2017. General and administrative and professional fee expenses were generally related to corporate overhead, and financial and administrative contracted services, such as legal, accounting, and developmental costs.
Net Losses
Our net loss for the year ended January 31, 2018 was $40,938 compared to a net loss of $25,516 during the period ended January 31, 2017. The major reason for the increase of our net loss was due to a charge for the impairment of intangible assets.
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2018 our current assets were $2,250 compared to $188 as of the end of the prior fiscal year. The major reason for the increase in current assets was due to loans made from a related party.
As of January 31, 2018, our current liabilities were $127,145 compared to $128,145 in current liabilities at January 31,2017. The decrease in the current liabilities was primarily due to the forgiveness of $24,000 in debt by a related partyand the accrual of management fees of $10,000 net related party loans in the amount of $13,000.
As at January 31, 2018 the Company had $2,250 cash on hand, and had incurred a net loss of $40,938 during the year ended January 31, 2018. 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 year ended January 31, 2018, net cash flows used in operating activities was $10,938 compared to cash flows used in operating activities in the prior year of $1,016. The reason for the decrease in cash flows from operations from the prior year was a decrease in current liabilities.Cash Flows from Investing Activities
We neither generated nor used funds in investing activities during the years ended January 31, 2018 or,2017.
Cash Flows from Financing Activities
For the year ended January 31, 2018, financing activities provided $13,000 compared to having used $1,898 in the prior period ended January 31, 2017. The reason for the increase is due to an increase in net related party loans proceeds of $13,000.
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.
We have no existing working capital or any anticipated cash flow. Further advances and debt instruments 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 January 31, 2018, 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's 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 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.
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.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this 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 7A. 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 8. Financial and Supplementary Data.
Our financial statements are contained the end of this Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
On January 23, 2018, the Company dismissed Pritchett, Siler & Hardy, PC ("PSH") as its independent registered accounting firm and engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah, as its new independent registered accounting firm.
Since PSH's appointment as our independent registered accounting firm on December 14, 2015 and through June 29, 2018, there were (i) no disagreements between the Company and PSH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of PSH, would have caused PSH to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
During years ended January 31, 2017 and 2016, and in the subsequent interim period through June 29, 2018, the Company has not consulted with Heaton & Company regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that PSH concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures (as defined in Securities Exchange Act Rule 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief Financial Officer, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our management has concluded that our disclosure controls and procedures are not effective in timely alerting management to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management, consisting of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, 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, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2018. Based on this assessment, management believes that as of January 31, 2018, our internal control over financial reporting is not effective based on those criteria.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes during our last fiscal year that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Offices and Corporate
Governance. Directors and Executive Officers
The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of January 31, 2018. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors and are elected or appointed to serve until the next Board of Directors meeting following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.
Hamon Francis Fytton 64 President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary, DirectorSet forth below is a brief description of the background and business experience of our officer and sole director for the past five years.
Mr. Fytton has acted as our President, and/or Chief Executive Officer, Treasurer, Chief Financial Officer Secretary and member of our board of directors since April 5, 2002.
Mr. Fytton owns 36.8% of the outstanding shares of our common stock.
Hamon Fytton - CEO and Director
Since April 2002 Mr. Fytton has served as an Officer and Director of Gold Entertainment Group Inc. He has over 18 years of experience in working many public companies as a consultant and advisor, overseen many business expansions and assisted in corporate filings, capital expansion and share structures. During the last five years Mr. Fytton acted as a consultant to several public companies and private companies seeking to become public. In this capacity he has overseen the preparation of numerous registration statements, subscription agreements, SEC filings, prospectus offerings and general company information packets. He has also often acted as an Officer and/or director for several companies, aiding in their transition from private to public. He has conducted several seminars in the past 12 months on the JOBS Act and the new Crowd Funding and REG A+ regulations. He continues to consult with various investment groups and with both public and private companies in the US and other countries.
In 2016 Mr. Fytton became the CEO, Director and majority shareholder in Mayflower Investment Group Inc., a real estate company that filed a REG A + filing with the SEC that became effective October 31, 2016.
In 1997 Mr. Fytton co-founded Internet Advisory Corporation, which became a public company within the first year. Within three years the company had a market capitalization of over $100 million.
Employment Agreements
We do not have employment agreement with any of our executive officers and directors.
Family Relationships
During the period covered by this report, there were no family relationships on the board of directors or with key management.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors,
Except as set forth in our discussion below in "Certain Relationships and Related Transactions," none of our directors, director nominees or executive officers has been involved in any transactions with our Company or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining that person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
Conflicts of Interest
Certain potential conflicts of interest are inherent in the relationships between our officers and directors, and us.
From time to time, one or more of our affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with ours with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of us and other businesses with which our affiliates are associated. Our affiliates are in no way prohibited from undertaking such activities, and neither we nor our shareholders will have any right to require participation in such other activities.
Further, because we intend to transact business with some of our officers, directors and affiliates, as well as with firms in which some of our officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. We believe that such transactions will be effected on terms at least as favorable to us as those available from unrelated third parties.
With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.
Item 11. Executive Compensation.
The following table sets forth certain information regarding the annual and long-term compensation for services in all capacities to Gold
Entertainment for the years ended January 31, 2018 and January 31, 2017 of those persons who were executive officers of Gold Entertainment for those years, or who receive annual salary and bonuses exceeding $100,000.
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Annual |
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Long Term |
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Compensation |
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Compensation |
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Name and Principal Position |
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Year Ended |
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Salary ($) |
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Warrant Awards($) |
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Hamon Fytton |
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2018 |
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$ -0- |
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-0- |
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President and CEO |
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2017 |
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$ -0- |
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$ |
-0- |
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Executive Compensation Arrangements
Gold Entertainment has not entered into employment contracts with Mr. Fytton as Chief Executive Officer, nor with Mr. Schiemann as its former Chief Financial Officer. Mr. Fytton had a consulting agreement at January 31, 2018. Effective February 28, 2017, Mr. Schiemann resigned as CFO and Director of the Company. His consulting agreement and related compensation were terminated as of February 28, 2017.
The current consulting agreements of the executive officers are as follows:Amounts owed to Mr. Fytton pursuant to the above consulting agreement have been recorded as an accrued liability.
Stock Option Plans
We have no "Grants of Plan-Base Awards", Outstanding Equity Awards at Fiscal Year-End,) "Option Exercises and Stock Vested," "Pension Benefits," "Non qualified Deferred Compensation," or "Post Employment Payments" to report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information concerning the ownership of the Company's 9,181,501,513 shares of common stock issued and outstanding as of January 31, 2018, with respect to: (i) all officers and directors; (ii) each person known by us to be the beneficial owner of more than five percent (5%) of our common stock; and (iii) our directors and executive officers as a group.
Names of Managers and Beneficial Owners |
| Title of Class |
| Number of Shares |
|
| Percent of Class | |
Hamon Francis Fytton, Chief Executive Officer, President, Secetary and Director (1) |
| Common |
| 3,309,500,000 |
|
| 36.8 | % |
Officer and Directors as a Group (1 person) |
| Common |
| 3,309,500,000 |
|
| 36.8 | % |
———————
(1)
Mr. Fytton additionally owns all of the 1,000,000 SERIES A Preferred shares that have voting rights of 1:5,000 with respect to Common Stock.
13
Item 13. Certain Relationships and Related Transactions, and Director Independence.
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, except as indicated:
·
Any of our directors or officers;
·
Any person proposed as a nominee for election as a director;
·
Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
·
Any relative or spouse of any of the foregoing persons who has the same house as such person;
·
Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.
At various times the Officers and Directors have advanced money to pay expenses on behalf of the Company. As of January 31, 2018, $82,000, which includes the above described consulting fees, and a non interest bearing note in the amount of $26,445 that are due to Mr. Fytton. These advances are short-term in nature, non-interest bearing and are the primary source of funding for the Company.
Director Independence
The Company is quoted on the OTC Pink Sheet inter-dealer quotation system, which does not have director independence requirements. However, for purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). NASDAQ Rule 4200(a)(15) states that a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not currently have an independent director.
Item 14. Principal Accountant Fees and Services.
Summary of Principal Accountant Fees for Professional Services Rendered
The following table presents the aggregate fees for professional audit services and other services rendered by Pritchett, Siler & Hardy, P.C., our former independent registered public accountants, during the years ended January 31, 2018 and 2017.
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| Year Ended |
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Year Endsd |
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| January 31, 2017 |
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| January 31, 2016 |
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Audit and Audit Related Fees |
| $ | 4,200 |
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| $ | 5,000 |
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Tax Fees |
| $ | 0 |
|
| $ | 0 |
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All Other Fees |
| $ | 0 |
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| $ | 0 |
|
As of January 23, 2018, Heaton & Company PLLC, dba Pinnacle Accountancy Group of Utah, was engaged as our independent registered public accountants. No fees were incurred or paid to them during the periods presented.
14
PART IV
Item 15. Exhibits, Financial Statement Schedules.
Exhibit No. |
| Description of Exhibit |
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31.1 |
| Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
31.2 |
| Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
32.1 |
| Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
| Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
———————
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Gold Entertainment Group, Inc. | |
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Dated: May 21, 2021 | By: | /s/ Hamon Francis Fytton |
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| Hamon Francis Fytton |
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| Chief Executive Officer, Chief Financial Officer, Director |
16
(An Emerging Growth Company)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDING JANUARY 31, 2018 & 2017
CONTENTS
| Page(s) |
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Reports of Independent Registered Public Accounting Firms | F-1 |
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Financial Statements: |
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Balance Sheets – as of January 31, 2018 and 2017 | F-2 |
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Statements of Operations – For the years ending January 31, 2018 and 2017 | F-3 |
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Statements of Cash Flows – For the years ending January 31, 2018 and 2017 | F-4 |
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Statement of Stockholders’ Equity (Deficit) – For the years ending January 31, 2018 and 2017 | F-5 |
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Notes to Financial Statements | F6 – F-10 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Gold Entertainment Group, Inc.
Reno, NV
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Gold Entertainment Group, Inc. (the Company) as of January 31, 2018 and 2017, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Considerations
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no revenue-generating operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company's auditor since 2019.
Pinnacle Accountancy Group of Utah
(a dba of Heaton & Company, PLLC)
Farmington, Utah
April 26, 2021
| GOLD ENTERTAINMENT GROUP, INC. | ||||
| BALANCE SHEETS | ||||
| For the Years Ending January 31, 2018 & 2017 | ||||
| January 31, | ||||
| 2018 | 2017 | |||
| ASSETS | ||||
| Current Assets: | ||||
| Cash | $2,250 | $188 | ||
| Total Current Assets | 2,250 | 188 | ||
| Total Assets | $2,250 | $188 | ||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
| Current Liabilities: | ||||
| Account payable and accrued expenses | $100 | $100 | ||
| Accrued management fees -Related parties | 82,000 | 83,000 | ||
| Note payable - Related parties | 26,445 | 26,445 | ||
| Stock subscription payable | 18,600 | 18,600 | ||
| Total Current Liabilities | 127,145 | 128,145 | ||
| Total Liabilities | 127,145 | 128,145 | ||
| Stockholders' Deficit: | ||||
| Preferred stock, 50,000,000 authorized, no par value | ||||
| Preferred stock, Class A Convertible Preferred Stock | ||||
| 25,000,000 shares authorized, no par value, 1,000,000 shares | ||||
| issued and outstanding at January 31, 2017 and 2016 | - | - | ||
| Common stock, $.0001 par value, 25,000,000,000 shares authorized; | ||||
| 9,181,501,513 shares issued and outstanding at | ||||
| January 31, 2017 and 2016 | 918,150 | 898,150 | ||
| Additional paid-in capital | 2,016,394 | 1,992,394 | ||
| Accumulated (deficit) | (3,059,439) | (3,018,501) | ||
| Total Stockholders' Deficit | (124,895) | (127,957) | ||
| Total Liabilities and Stockholders' Deficit | $2,250 | $188 | ||
The accompanying footnotes are an integral part of these financial statements.
F2
| GOLD ENTERTAINMENT GROUP, INC. | ||||||||
| STATEMENTS OF OPERATIONS | ||||||||
| For the Years Ending January 31, 2018 & 2017 | ||||||||
| Year Ended | ||||||||
| January 31, | ||||||||
| 2018 | 2017 | |||||||
| Revenues | $- | $- | ||||||
| Operating Expenses: | ||||||||
| General and administrative | 40,938 | 25,516 | ||||||
| Total Operating Expenses | 40,938 | 25,5166 | ||||||
| Loss from Operations | (40,938) | (25,516) | ||||||
| Net Loss before taxes | (40,938) | (25,516) | ||||||
| Income taxes | - | - | ||||||
| Net Loss after taxes | $(25,516) | $(36,708) | ||||||
| Net Income/(Loss) per share - Basic and Diluted | $(0.00) | $(0.00) | ||||||
| Weighted Average Shares Outstanding: | ||||||||
| Basic and Diluted | 9,147,528,910 | 8,981,501,513 | ||||||
The accompanying footnotes are an integral part of these financial statements.
F3
| GOLD ENTERTAINMENT GROUP, INC. | ||||||||||||||
| STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT | ||||||||||||||
| For the Years Ended January 31, 2018 and 2017 | ||||||||||||||
| Additional | Total | |||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | Shareholders' | ||||||||||
| Shares | No Par Value | Shares | Par Value | Capital | Deficit | Deficit | ||||||||
| Balance, February 1, 2016 | 1,000,000 | $- | 8,981,501,513 | $898,150 | $1,992,394 | $(2,992,985) | $(102,441) | |||||||
| Net (loss) for the year ended January 31, 2017 | - | - | - | - | - | (25,516) | (25,516) | |||||||
| Balance, January 31, 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 | 20,000 | - | - | 20,000 | |||||||
| Forgiveness of debt to related party | - | - | - | - | - | $24,000 | $24,000 | |||||||
| Net (loss) for the year ended January 31, 2018 | - | - | - | - | - | (40,938) | (40,938) | |||||||
| Balance, January 31, 2018 | 1,000,000 | $- | 9,181,501,513 | $918,150 | $2,016,394 | $(3,059,439) | $(124,895) | |||||||
The accompanying footnotes are an integral part of these financial statements.
F4
| GOLD ENTERTAINMENT GROUP, INC. | ||||||||
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STATEMENTS OF CASH FLOWS
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Years
Ended January 31, 2018 and 2017
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For the Years |
Ended January 31 | |||||||
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2018
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2017
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net Income (loss)
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$ | (40,938 | ) | $ | (25,516) | |||
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Adjustments to reconcile net income/(loss) to net cash used
in operating activities:
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Amortization of intangible assets
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3,333 | - | ||||||
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Impairment of intangible assets
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16,667 | - | ||||||
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CHANGES IN OPERATING ASSETS AND LIABILITIES:
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Decrease
in prepaid expenses
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400 | - | ||||||
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Increase
in accounts payable and accrued expenses
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- | 100 | ||||||
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Increase
in accounts payable and accrued expenses-Related Parties
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10,000 | 24,000 | ||||||
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NET CASH (USED) IN OPERATING
ACTIVITIES
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(10,938) | (1,016) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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- | - | ||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from related party loan
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38,500 | 24,000 | ||||||
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Repayments of related party loan
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(25,500) | (25,898) | ||||||
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NET CASH (USED) FOR FINANCING ACTIVITIES
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13,000 | (1,898) | ||||||
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NET INCREASE (DECREASE) IN CASH
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2,062 | (2,914) | ||||||
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CASH
AT BEGINNING OF PERIOD
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188 | 3,102 | ||||||
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CASH
AT END OF PERIOD
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$ | 2,250 | $ | 188 | ||||
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SUPPLEMENTAL DISCLOSURE
CASH FLOW INFORMATION:
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Cash
paid for income taxes
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$ | - | $ | - | ||||
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Cash
paid for interest
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$ | - | $ | - | ||||
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Non-cash investing and financing activities:
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$ | 24,000 | $ | - | ||||
GOLD ENTERTAINMENT GROUP, INC
NOTES TO FINANCIAL STATEMENTS
January 31, 2018 and 2017
NOTE 1 - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION
Nature of Organization
Gold Entertainment Group, Inc. ("Gold" or the "Company") was originally incorporated in the State of Nevada on February 3, 1999 under the name Advanced Medical Technologies, Inc. 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's products. As a result of the abandonment of its patent rights and termination of its previous consulting agreements, as of March 26, 2002, the Company decided not to pursue its previous business plan involving multimedia internet bases. On March 26, 2002, the Company consummated a "reverse acquisition" and changed its name to Gold Entertainment Group, Inc. 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 effect 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 accordance with accounting principles generally accepted in the United States of America ("GAAP").
Reclassifications
Certain reclassifications were made to the prior year consolidated financial statements to conform to current year presentations. There was no effect on loss per share.
NOTE 2 - GOING CONCERN
Gold'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. Gold has accumulated net losses through January 31, 2018 in the amount of $3,059,439. This factor raises substantial doubt as to Gold's 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, Gold will need to achieve profitable operations in order to continue as a going concern.
There are no assurances that Gold will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support Gold's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, Gold 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, Gold may be required to curtail its operations.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with GAAP 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 allowance on deferred tax assets.
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 January 31, 2018 or 2017.
Fair Value of Financial Instruments
The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
F-6
Due to related parties | Year Ended January 31, 2018 | Year Ended January 31, 2017 |
Beginning balance | $109,445 | $87,343 |
Accrued consulting fees | 10,000 | 24,000 |
Repayments made to related party | (25,500) | (25,898) |
Proceeds received from related party | 38,500 | 24,000 |
Forgiveness of related party debt | (24,000) | - |
Ending balance | $108,445 | $109,445 |
F-7
|
|
|
Year |
2018 |
2017 |
|
|
|
|
|
|
|
|
|
Federal |
$8,597 |
$5,358 |
|
|
|
|||
|
|
|
|
|
|
|
|
|
State |
$2,252 |
$1,403 |
|
|
|
|
|
|
|
|
|
Change in valuation allowance |
(10,849) |
(6,761) |
|
|
|
|
|
|
|
|
|
Deferred tax asset |
$ - |
$ - |
|
|
|
Year |
2018 |
2017 |
|
|
|
|
||||
|
|
|
Net Operating Loss carry forward |
|
|
|
|
|
|
(at 26.5%) |
$810,751 |
$799,902 |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
Valuation allowance |
(810,751) |
(799,902) |
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
$ - |
$ - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-8
F-9