Form 10-QSB for Gold Enterainment Group, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: April 30, 2002
( ) 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: 0-28571
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GOLD ENTERTAINMENT GROUP, INC.
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(Exact name of registrant as specified in charter)
Nevada 98-0206212
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2805 East Oakland Park Boulevard, PMB 363, Ft. Lauderdale, Florida 33306
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(Address of principal executive offices)
(954) 782-5802
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(Registrant's telephone number)
Advanced Medical Technologies, Inc.
735 St. Albans Drive, Boca Raton, Florida 33486
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(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 [X] No ___
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date.
Class Outstanding as of April 30, 2002
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Common Stock, $0.001 per share 11,864,867
1
INDEX
Page
PART I - FINANCIAL INFORMATION:
ITEM 1. FINANCIAL STATEMENTS
Balance Sheet - April 30, 2002......................................3
Statement of Operations for the Three Months Ended
April 30, 2002 and 2000 and for the Period from
February 3, 1999 (date of inception) to April 30, 2002..............4
Statements of Cash Flows for the Three Months Ended
April 30, 2002 and 2001 and for the Period from
February 3, 1999 (date of inception) to April 30, 2002..............5
Notes to Financial Statements ......................................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS............................10
PART II - OTHER INFORMATION:
ITEM 1. LEGAL PROCEEDINGS................................................12
ITEM 2. CHANGES IN SECURITIES............................................12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................12
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF
SECURITY HOLDERS............................................12
ITEM 5. OTHER EVENTS.....................................................12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................12
SIGNATURES....................................................................13
2
PART I - FINANCIAL INFORMATION
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
APRIL 30, 2002
ASSETS
Current Assets:
Cash $ 1,829
--------
Total Assets $ 1,829
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Account payable and accrued expenses $ 124,599
Accrued consulting fees - related parties 194,832
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Total Liabilities 319,431
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Stockholders' Equity:
Common Stock $.001 par value, 200,000,000 authorized;
11,864,867 shares issued and outstanding $ 11,865
Additional paid in capital 249,979
Accumulated Deficit during development stage (579,446)
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Total Stockholders' Equity (deficiency) (329,467)
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Total Liabilities and Stockholders' Equity $ 1,829
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See accompanying notes to financial statements
F-1
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Three Months Feb 3,1999(Inception)
April 30,2002 April 30,2001 to April 30,2002
-------------- ------------- -------------
Revenue $ - 0 - $ - 0 - $ - 0 -
Expenses 26,783 49,736 579,446
Net income (loss)
before provision
for income taxes $ (26,783) $ (49,736) $ (579,446)
Provisions for income
taxes - 0 - - 0 - - 0 -
Net income (loss) $ (26,783) $ (49,736) $ (579,446)
Net (Loss) per
weighted average
of shares $ (.006) $ (.088) $ (.633)
Weighted average
of shares 4,346,037 567,892 915,549
See accompanying notes to financial statements
F-2
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED APRIL 30, 2002 AND 2001
AND FOR THE PERIOD FROM FEBRUARY 3, 1999 (DATE OF INCEPTION)
TO APRIL 30, 2002
For the For the
ended April 30, ended April 30, (Inception) to April
2002 2001 30, 2002
-------------- -------------- --------------------
Cash Flows from operations:
Net income (loss) $ (26,783) $ (49,736) $ (579,446)
Adjustments to Reconcile Net Loss to net
Cash Used for Operating Activities
Capital contributions
costs - 0 - - 0 - 10,800
Common stock issued
for services - 0 - - 0 - 16,000
Common stock issued
for patent and consulting
fees - 0 - - 0 - 50,500
Changes in Assets and Liabilities:
Increase in account
payable 103,047 67,187 124,599
Increase in accrued
expenses - related
parties - 0 - (2,241) 194,832
Net cash used
for operations (129,830) 19,692 (182,715)
Cash flow from
financing activities:
Proceeds from
common stock (131,659) - 0 - 184,544
Net increase (decrease)
in cash 1,829 19,692 1,829
Cash - beginning - 0 - - 0 - - 0 -
Cash - ending $ 1,829 $ 19,692 $ 1,829
Schedule of Noncash
Investing and Financing
Activities:
Capital contributions 10,800
=================
See accompanying notes to financial statements
F-3
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations
The Company was incorporated under the laws of the State of Nevada
on February 3, 1999 with authorized common stock of 200,000,000
shares at $0.001 par value.
The Company was organized formerly for the purpose of establishing
a multimedia internet bases communication network between the
healthcare industry manufacturers and the key bas managers in the
medical field to advertise and promote the manufacturers products.
As of March 26, 2002, the Company, as a result of its abandonment
of its patent rights and termination of its previous consulting
agreements, will not pursue its previous business plan involving
multimedia internet bases. The company intends to engage in the
business of providing pre-paid internet access cards to be marketed
through retail locations.
On March 26, 2002, pursuant to the "Stock Exchange and Merger Agreement"
the Company consummated a "reverse acquisition" and changed its
name to Gold Entertainment Group, Inc.
Basis of Accounting
The Company's policy is to prepare its financial statements
using the accrual basis of accounting in accordance with generally
accepted accounting principles. The Company has elected January 31
at its annual year-end.
Interim Financial Information
The condensed unaudited interim financial statements included
herein have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The
condensed financial statements and notes are presented as permitted
on Form 10-SB and do not contain information included in the
Company's annual statements and notes. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulation, although the
Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the
January 31, 2002 audited financial statements and the accompanying
notes thereto. While management believes the procedures followed
in preparing these condensed financial statements are reasonable,
the accuracy of the amounts are in some respect dependent upon the
facts that will exist, and procedures that will be accomplished by
the Company later in the year.
These condensed unaudited financial statements reflect all adjustments,
including normal recurring adjustments which, in the opinion of
management, are necessary to present fairly the consolidated
operations and cash flows for the periods presented.
F-4
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, the disclosure of contingent assets and liabilities
at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and Equivalent
Cash and cash equivalents include cash and cash in banks. The Company
maintains cash and cash equivalent balances at a financial institution
that is insured by the Federal Deposit Insurance Corporation up to
$100,000.
Organization Costs
The Company has incurred various expenditures in the formation
of its corporate and organizational structure. In accordance
with SOP98-5 these costs will be expenses as incurred.
Revenue Recognition
The Company will recognize revenue upon completion of its
services to be rendered or delivery of products to its customers.
The Company has not generated revenues since inception
Development Stage
The Company is in its development stage. The Company since
inception has not commenced its operations, nor has generated
sufficient working capital to pursue its business objectives. The
accumulated deficit during its development stage is $579,446.
Net Earnings (Losses) Per Share
The Company reports its net earnings (losses) per share in accordance
with SFAS No. 128 "Earnings Per Share". Basic net earnings (losses)
per share is computed by dividing net income (loss) available to
common stockholders by the weighted averaged number of common shares
outstanding.
F-5
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Diluted earnings (losses) per share is computed similar to basic
earnings (losses) per share except that the denominator is increased
to include the number of additional common shares that would have
been outstanding. As of April 30, 2002, there are no outstanding
stock options or stock warrants that would have affected our computation.
NOTE 2 - INCOME TAX
In February 1992, the Financial Standards Board issued Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes.
" Under SFAS No. 109, deferred assets and liabilities are
recognized for the estimated future tax consequences between the
financial statement carrying amounts of the existing assets and their
respective basis.
Deferred assets and liabilities are measured using enacted
tax rates in effect for the year in which temporary differences
are expected to be recovered or settled. Under SFAS No. 109, the
effect on deferred assets and liabilities of a change in tax rates
is recognized in the period that includes the enactment date.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company has accrued $194,832 for consulting fees to related
parties. The Company has informally assumed the obligation for
monthly lease payments for its office faculty from a related party.
The rent payments for the three months ended April 30, 2002 is
$ 2,067.
NOTE 4 - MERGERS AND ACQUISITIONS
Merger Agreement
On March 26, 2002, the Company entered into a merger
agreement with Gold Entertainment Group, Inc. (a Nevada
Corporation). As part of the agreement, the Company will divest
itself of all its assets, a new Board of Directors will be
nominated and "Gold" shareholders shall exchange their shares for
the shares of Advanced Medical Technology, Inc.
Additionally, "Gold" will cease to exist and "Advanced" will be
the survivor corporation and will change its name to Gold
Entertainment Group, Inc.
The stock for stock exchange will be a tax free transaction
pursuant to Internal Revenue Code Section 368(a)(1)(4). The
merger agreement was ratified by the Board of Directors on April
4, 2002.
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2002
NOTE 5 - CAPITAL TRANSACTIONS
Reverse Stock Split
On March 25, 2002, the Board of Directors adopted a resolution
for a 1 for 25 reverse split of the Company's' common shares.
The reverse stock split will not change the par value of the
Company.
Common stock to be issued pursuant to Merger Agreement dated March
26, 2002
The Company has approved the issuance of 118,648 shares of
restricted common stock to former stockholders.
The Company has approved the issuance of 11,034,327 shares of
restricted common stock to the former stockholders of Gold
Entertainment Group, Inc. ( the private company ).
NOTE 6 - GOING CONCERN
As shown in the accompanying financial statements, the Company
incurred substantial net losses for the period February 3, 1999 to
April 30, 2002. There is no guarantee whether the Company will
be able to generate enough revenue and/or raise capital to
support those operations. This raises substantial doubt about
the Company's ability to continue as a going concern.
Management also states that they are confident that they can
improve operations and raise the appropriate funds to grow
their underlying business and acquire other businesses.
The financial statements do not include any adjustments that might
result from the outcome of these uncertainties.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Effective April 5, 2002, a Stock Exchange and Merger Agreement was entered into
between Gold Entertainment Group, Inc. and Advanced Medical Technologies, Inc.,
and was filed with the Nevada Secretary of State. Advanced Medical Technologies,
Inc., has amended its name to Gold Entertainment Group, Inc.
Gold Entertainment Group, Inc. is in the final development stage of its
telecommunications products. As a result, there are no revenues at this time. It
is anticipated that the initial products will be released during the month of
August, 2002.
LIQUIDITY AND CAPITAL RESOURCES
Operations are currently funded by capital contributions from its directors. We
are actively seeking investment capital from a variety of sources. It is
anticipated that no significant investment will be realized until the stock is
actively traded.
The Company intends to engage in the business of providing pre-paid Internet
access cards to be marketed through retail locations. The Company further
intends to establish a network of distributors to market a variety of the
Company's pre-paid Internet access cards through their existing channels. To
accomplish this, the Company intends to build on existing relationships with
potential distributors and to focus on strategic partnerships for distribution,
marketing and billing systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER EVENTS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits - None
B. Reports on Form 8-K during the quarter ended April 30, 2002
(1) Form 8-K filed on April 17, 2002:
Item 1. Changes in Control of Registrant
Item 6. Resignations of Registrant's Directors
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.
Date: July 31, 2002 /s/ Hamon Francis Fytton
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Hamon Francis Fytton
President and Director
(Principal Executive Officer)