SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-Q10-QSB
■[X] QUARTERLY REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended JulyOctober 31, 20172003
or
□[ ] TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _______________________to_______________________________ to_____
Commission File Number:000-28571No. 0-28571
GOLD ENTERTAINMENT GROUP, INC.
Gold Entertainment Group, Inc.
(Exact name of RegistrantSmall Business Issuer as specified in its charter)
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429 W PLUMB LANENevada 98-0206212
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2805 East Oakland Park Blvd., PMB 363
RENO, NV 89509Ft. Lauderdale, FL 33306
(Address of principal executive offices - Zipoffices) (Zip Code)
561-927-0605
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)Issuer's telephone number: (561) 927-0605
Indicate by check markCheck whether the registrantissuer (1) has filed all reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ■ Yes □ No[X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ■ Yes □ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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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
APPLICABLE ONLY TO CORPORATE REGISTRANTS
IndicateState the number of shares outstanding of each of the issuer's classes of common stock,equity, as of the mostlatest practicable date.date:
Common Stock ($.001 Par Value) 10,426,362
(Title of Class) Shares Outstanding as of October 31, 2003
Transitional Small Business Disclosure Format: [ ] YES [X] NO
INDEX
Part I FINANCIAL INFORMATION
ITEM 1. Financial StatementsPage
Balance Sheet - October 31, 2003 (unaudited) - F-1
Statements of Operations (unaudited) - Nine Months Ended October 31, 2003 and 2002 and for the period from February 3, 1999 (inception) until October 31, 2003 - F-2
Statement of Operations - Three Months Ended October 31, 2003 and 2002 - F-3
Statements of Cash Flows - Nine Months Ended October 31, 2003 2003 and 2002 and for the period from
February 3, 1999 (date of inception) to October 31, 2003 - F-4
Notes to Consolidated Financial Statements - F-5
ITEM 2. Management's Discussion and Analysis or Plan of Operation 3
ITEM 3. Controls and Procedures 6
Part II - OTHER INFORMATION
ITEM 1. Legal Proceedings - Page 6
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 3. Defaults Upon Senior Securities 8
ITEM 4. Submission of Matter to a Vote of Security Holders 8
ITEM 5. Other Information
Signatures - Page 9
Certifications - Pages 11-13
GOLD ENTERTAINMENT GROUP INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
OCTOBER 31, 2003
ASSETS | ||
CURRENT ASSETS | ||
Cash | $0 | |
Total current assets | 0 | |
Total Assets | $0 | |
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Gold Entertainment Group, Inc.
INDEX
Accounts payable and accrued expenses | $123,000 | |
Total current liabilities |
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Common stock, $0. 001 par value, 200,000,000 shares authorized;
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10,426 | ||
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PART 1. FINANCIAL INFORMATION
ITEM 1.
Gold Entertainment Group, Inc.
(AN EMERGING GROWTH COMPANY)
GOLD ENTERTAINMENT GROUP, INC. | ||||
BALANCE SHEETS (UNAUDITED) | ||||
July 31, | January 31, | |||
2017 | 2017 | |||
ASSETS | ||||
Current Assets: | ||||
Cash | $3,875 | $188 | ||
Total Current Assets | 3,875 | 188 | ||
Other Assets: | ||||
Software license, net of amortization of $1,000 at July 31, 2017 and $-0- at January 31, 2017 | 19,000 | - | ||
Total Other Assets | 19,000 | - | ||
Total Assets | $22,875 | $188 | ||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||
Current Liabilities: | ||||
Account payable and accrued expenses | $1,920 | $100 | ||
Account payable and accrued expenses-Related parties | 101,145 | 109,445 | ||
Stock subscription payable | 18,600 | 18,600 | ||
Total Current Liabilities | 121,665 | 128,145 | ||
Total Liabilities | 121,665 | 128,145 | ||
Stockholders' Deficit: | ||||
Preferred stock, 50,000,000 shares authorized, no par value with 25,000,000 shares designated as | ||||
Class A Convertible, of which 1,000,000 shares are issued and | ||||
outstanding at July 31, 2017 and January 31, 2017. | - | - | ||
Common stock, $.0001 par value, 25,000,000 shares authorized; | ||||
9,181,501,513 and 8,981,501,513 shares issued and outstanding at | ||||
July 31, 2017 and January 31, 2017 | 918,150 | 898,150 | ||
Additional paid-in capital | 2,016,394 | 1,992,394 | ||
Accumulated (deficit) | (3,033,334) | (3,018,501) | ||
Total Stockholders' Deficit | (98,790) | (127,957) | ||
Total Liabilities and Stockholders' Deficit | $22,875 | $188 | ||
1
GOLD ENTERTAINMENT GROUP, INC.STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended | Six Months Ended | |||||||||||
July 31, | July 31, | |||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Revenues | $- | $- | $- | $- | ||||||||
Operating Expenses: | ||||||||||||
administrative | 11,496 | 6,489 | 14,833 | 12,789 | ||||||||
Total Operating Expenses | 11,496 | 6,489 | 14,833 | 12,789 | ||||||||
Loss from Operations | (11,496) | (6,489) | (14,833) | (12,789) | ||||||||
Net loss before taxes | (11,496) | (6,489) | (14,833) | (12,789) | ||||||||
Income taxes | - | - | - | - | ||||||||
Net loss after taxes | $(11,496) | $(6,489) | $(14,833) | $(12,789) | ||||||||
Net loss per share - Basic | $(0.00) | $(0.00) | $(0.00) | $(0.00) | ||||||||
Net loss per share - Diluted | $(0.00) | $(0.00) | $(0.00) | $(0.00) | ||||||||
Weighted average shares outstanding: | ||||||||||||
Basic | 9,181,501,513 | 8,981,501,513 | 9,181,501,513 | 8,981,501,513 | ||||||||
Diluted | 9,181,501,513 | 8,981,501,513 | 9,181,501,513 | 8,981,501,513 | ||||||||
2
The accompanying notes are an integral part of the financial statements
F1
GOLD ENTERTAINMENT GROUP INC.
STATEMENTS(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED)OPERATIONS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2003 AND 2002 For the Six Months Ended July 31, 2017 Additional Total Preferred Stock Common Stock Paid-in Accumulated Shareholders' Shares No Par Value Shares Par Value Capital Deficit Deficit Balance, February 1, 2017 1,000,000 $- 8,981,501,513 $898,150 $1,992,394 $(3,018,501) $(127,957) Common stock issued for acquisition of software license - - 200,000,000 20,000 - - 20,000 Forgiveness of debt to related party 24,000 24,000 Net loss for the six months ended July 31, 2017 - - - - - (14,833) (14,833) Balance, July 31, 2017 1,000,000 $- 9,181,501,513 $918,150 $2,016,394 $(3,033,334) $(98,790)AND FOR THE PERIOD FROM FEBRUARY 3, 1999, (INCEPTIONS) UNTIL OCTOBER 31, 2003
FOR THE PERIOD
FEB 3, 1999
(INCEPTION ) NINE MONTHS ENDED
UNTIL OCTOBER 31
OCTOBER 31, 200320032002
REVENUES | $0 | $0 | $0 |
OPERATING EXPENSES | 661,076 | 900 | 105,547 |
Loss before provision for income taxes | (661,076) | (900) | (105,547) |
Income taxes | -0- | -0- | -0- |
Net income (loss) | $(661,076) | $(900) | $(105,547) |
Net income (loss) per common share, basic | $ 0.00 | $ (0.01) 0.00 | |
Weighted average number of common shares outstanding | 10,426,362 | 19,093,099 |
The accompanying notes are an integral part of the financial statements
F2
GOLD ENTERTAINMENT GROUP INC.
STATEMENTS(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS (UNAUDITED)OPERATIONS
For the Six Months Ended | |||||
July 31, | |||||
2017 | 2016 | ||||
CASH FLOWS FROM (USED) IN OPERATING ACTIVITIES: | $(14,833) | $(12,789) | |||
ITEMS NOT AFFECTING CASH: | |||||
Amortization | 1,000 | 4--- | |||
CHANGES IN OPERATING ASSETS/LIABILITIES: | |||||
Increase (decrease) in accounts payable and accrued expenses | 1,820 | 500 | |||
Increase (decrease) in accounts payable and accrued expenses-related parties | 15,700 | 28,356 | |||
NET CASH FROM (USED) IN OPERATING ACTIVITIES | 3,687 | 16,067 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | - | - | |||
NET CASH USED IN INVESTING ACTIVITIES | - | - | |||
NET CASH (USED) FOR FINANCING ACTIVITIES | - | - | |||
NET INCREASE IN CASH | 3,687 | 16,067 | |||
CASH AT BEGINNING OF PERIOD | 188 | 3,102 | |||
CASH AT END OF PERIOD | $3,875 | $19,169 | |||
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION: | |||||
Interest | $- | $- | |||
Income taxes | $- | $- | |||
Non-cash investing and financing activities: Forgiveness of related party debt. | $24,000 | $- |
4
FOR THE THREE MONTHS ENDED OCTOBER 31, 2003 AND 2002
OCTOBER 31
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REVENUES | $0 | $0 |
OPERATING EXPENSES | 300 | 20,034 |
Loss before provision for income taxes | (300) | (20,034) |
Income taxes | -0- | -0- |
Net income (loss) | $(300) | $(20,034) |
Net income (loss) per common share, basic | $ 0.00 | $ (0.00) 0.00 |
Weighted average number of common shares outstanding | 10,426,362 | 23,891,423 |
The accompanying notes are an integral part of the financial statements
F3
GOLD ENTERTAINMENT GROUP INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 31, 2003 AND 2002 AND FOR THE PERIOD
FEBRUARY 3, 1999, (DATE OF INCEPTION) TO OCTOBER 31, 2003
FOR THE PERIOD
FEB 3, 1999 NINE
(INCEPTION) MONTHS ENDED
UNTILOCTOBER 31
OCTOBER 31, 200320032002
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net income (loss) | $ (661,076) | $ (900) | $ (105,547) | ||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Common stock issued for services | 16,500 | 0 | 0 | ||
Common stock issued for patent and consulting fees | 50,000 | 0 | 0 | ||
Capital contribution costs | 10,800 | 0 | 0 | ||
Changes in operating assets and liabilities: | |||||
Increase (decrease) in accounts payable & accrued expenses | 123,000 | 900 | (105,216) | ||
Increase (decrease) in accrued expenses-related parties | 194,832 | 0 | |||
Net cash provided (used) by operating activities | (265,944) | 0 | (210,763) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
0 | - 0 - | - 0 - | |||
Net cash provided (used) by investing activities | 0 | 0 | 0 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from common stock | 184,544 | 0 | 131,659 | ||
Increases of shareholders loans | 81,400 | 0 | 79,200 | ||
Net cash provided (used) by financing activities | 265,944 | 0 | 210,859 | ||
Net increase (decrease) in cash | 0 | 0 | 96 | ||
CASH and equivalents, beginning of period | 0 | 0 | 0 | ||
CASH and equivalents, end of period | $ 0 | $ 0 | $ 96 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Payment of taxes | $0 | $0 | $0 | ||
Payment of interest in cash | $0 | $0 | $0 |
The accompanying notes are an integral part of the financial statements
F4
GOLD ENTERTAINMENT GROUP INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JulyOCTOBER 31, 2017 and January 31, 20172003
NOTE 1 - NATURE OF ORGANIZATION AND BASIS OF PRESENTATIONSIGNIFICANT ACCOUNTING POLICIES
Nature of Organization and Operations
Gold Entertainment Group, Inc. (the "Company")The Company was originally incorporated inunder the laws of the State of Nevada on February 3, 1999. 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-basedinternet bases communication network between the healthcare industry manufacturers and the key basebas managers in the medical field to advertise and promote the manufacturers products. On August 28, 2007,
As of March 26, 2002, the Company filedas a certificateresult of domestication withit 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 internet related business ventures.
On March 26, 2002, pursuant to the State of Florida whereby"Stock Exchange and Merger Agreement" the Company becameconsummated a Florida corporation. Simultaneously, the Company's capital structure was increased"reverse acquisition" and changed its name 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.Gold Entertainment Group, Inc.
The Company's current business plan is primarily to serve as a vehicle for the acquisition of or merger or consolidation with another company (a "target business"). The Company intends to use its capital stock, debt, or a combination of these to affect a business combination with a target business which management believes has significant growth potential.
Basis of PresentationAccounting
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 as the annual year-end.
Interim Financial Information
The condensed unaudited interim financial statements included herein have been prepared bywithout audit, pursuant to the Company. In the opinionrules and regulations of the Company's management, all adjustments (consisting of normal recurring adjustmentsSecurities and reclassifications and non-recurring adjustments) necessary to present fairly our results of operations and cash flows for the six months ended July 31, 2017 and 2016 and our financial position as of July 31, 2017 and January 31, 2017 have been made. Exchange Commission. The
NOTE 2 - GOING CONCERN
The Company'scondensed financial statements have beenand notes are presented as permitted on the basis that it is a going concern, which contemplates the realization of assetsForm 10-SB and the satisfaction of liabilitiesdo not contain information included in the normal course of business. The Company has incurred net losses through July 31, 2017Company's annual statements and notes. Certain information and footnote disclosures normally included in the amount of $3,033,334. This factor raises doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.
Gold's management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.
There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations.
NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements prepared in conformityaccordance with accounting principles generally accepted in the United States of America requires managementhave been condensed or omitted pursuant to such rules and regulation, although the Company believes that the disclosures are adequate to make estimates and assumptionsthe information presented not misleading. It is suggested that affectthese condensed financial statements be read in conjunction with the reported amount of assets and liabilities and disclosure of contingent liabilities and assets at the date of theJanuary 31, 2003 audited financial statements and the reported amounts of revenues and expenses duringaccompanying notes thereto. While management believes the reporting period. Actual results could differ fromprocedures followed in preparing these estimates. Significant estimates includecondensed financial statements are reasonable, the valuation of stock-based compensation, the valuation of discount on debt, the valuation of derivative instruments, the valuation of debt guarantees, and the valuation allowance on deferred tax assets.
Concentration of Risk
Gold places its cash and temporary cash investments with established financial institutions. Management feels this risk is mitigated due to the longstanding reputation of these banks.
In the normal course of business, the Company extends unsecured credit to the majority of its customers. Management periodically reviews its outstanding accounts receivable and establishes an allowance for doubtful accounts based on historical collection trends and other criteria.
Cash and Cash Equivalents
The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents at July 31, 2017 and January 31, 2017, respectively.
Fair Value of Financial Instruments
The fair valueaccuracy of the Company's debt as of July 31, 2017 and January 31, 2017, approximated fair value at those times.
Fair value of financial instruments: The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of July 31, 2017 and January 31, 2017 because of the relative short term nature of these instruments. At July 31, 2017 and January 31, 2017, the fair value of the Company's debt approximates carrying value.
Shares for Services and Other Assets
The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date, as well as a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option pricing model. These amounts are expensed overin some respect dependent upon the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awardsfacts that are expected to vest,will exist, and as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options and vested and no vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period. None have been issued in the periods presented in these financials.
Intangibles with Finite Lives
The Company applies the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 360-10,Property, Plant and Equipment, where applicable to all long-lived assets. FASB ASC 360-10 addresses accounting and reporting for impairment and disposal of long-lived assets. The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360-10. FASB ASC 360-10 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. Inprocedures that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.The Company issued 200,000,000 shares of its common stock for a license to certain computer software on April 30, 2017 and valued the software license in the amount of $20,000. The value of the software license is being amortized over a 5-year period starting May 1, 2017.
Goodwill and intangible assets are reviewed for potential impairment whenever events or circumstances indicate that their carrying amounts may not be recoverable. Management determined no impairment adjustment related to these intangibles was necessary.
Income taxes
The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company's balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company's valuation allowance in a period are recorded through the income tax provision on the statements of operations.
On January 1, 2007, the Company adopted ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of ASC 740-10, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.
Basic and Diluted Net Loss Per Common Share
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of stock options (using the treasury stock method) and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. Accordingly, potentially dilutive securities for all periods presented have not been included in the calculation of diluted net loss per common share as such effect would have been anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical.
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
Recently Issued Accounting Standards
From time to time, new accounting pronouncements are issued by FASB that are adoptedaccomplished by the Company as oflater in the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company'syear.
These condensed unaudited financial statements upon adoption. No new pronouncements that would affect these financial statements had been issued during or subsequent to these financial statements
NOTE 4 - RELATED PARTY TRANSACTIONS
Due To Related Party - Accounts payable and accrued expenses
From time to time during the six months ended July 31, 2017 and the year ended January 31, 2017, advances were made to and from the Company's current President (also a significant stockholder) and an entity owned 100% by this individual (collectively, the "related party") and another shareholder of the Company. These advances are short-term in nature, non-interest bearing and are the primary source of funding for the Company. For the six months ended July 31, 2017 and the year ended January 31, 2017, the activity with the related parties consisted of the following:
Six months | Year | ||||||
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| July 31, 2017 |
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| January 31, 2017 | ||
Balance due to related party - Beginning | $ | 109,445 | $ | 87,343 | |||
Accrued consulting fees | 7,000 | 24,000 | |||||
Repayments made to related party |
| (24,500) | - |
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| (25,898) | |
Proceeds received from related party |
| 33,200 |
| 24,000 | |||
Extinguishment of debt from related party | (24,000) | ||||||
Balance due to related party - Ending | 101,145 | 109,445 |
5
NOTE 5 - INCOME TAXES
Effective January 1, 2007, we adopted the provisions of ASC 740-10 (formerly known as FIN No. 48, Accounting for Uncertainty in Income Taxes). ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in a Company's financial statements. ASC 740-10 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of income.
At the adoption date of January 1, 2007, we had no unrecognized tax benefit,reflect all adjustments, including normal recurring adjustments which, would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the six months ended July 31, 2017.
We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of July 31, 2017, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2016, 2015 and 2014 federal return remain open to examination.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all ofare necessary to present fairly the deferred tax assets will not be realized. Deferred tax assetsconsolidated operations and liabilities are adjustedcash flows for the effectsperiods presented. The results of changes in tax laws and rates on the date of enactment.
The provision (benefit) for income taxes for the six months ended July 31, 2017 and the year ended January 31, 2017 consists of the following:
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Net deferred tax assets consist of the following components as of July 31, 2017 and January 31, 2017:
July 31, 2017 | January 31, 2017 | ||||
Deferred tax assets: | |||||
Operating Loss | $1,031,333 | $1,026,290 | |||
Deferred tax liabilities: | - | - | |||
Valuation allowance | (1,031,333) | (1,026,290) | |||
Net deferred tax asset | $ - | $ - |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 34% to pretax income from continuing operations for the six months ended Julyperiods ending October 31, 20172003 and 2016, by the amount2002 may not be indicative of the change in valuation allowance of $5,043 and $4,348.a full years results.
The Company has unused net operating loss carryforwards for income tax purposes totaling approximately $3,018,501 and $2,992,985 at January 31, 2017 and 2016, respectively, expiring through the year 2036 subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. In accordance with certain provisions of the Tax Reform Act of 1986 a change in ownership of greater than fifty (50%) percent of a corporation within a three (3) year period will place an annual limitation on the corporation's ability to utilize its existing tax benefit carryforwards. Such a change in ownership may have occurred in connection with the private placement of securities. Additionally, the Company's utilization of its tax benefit carryforwards may be restricted in the event of possible future changes in the ownership of the Company from the exercise of options or other future issuances of common stock.
6F5
NOTE 6 - COMMON STOCKGOLD ENTERTAINMENT GROUP INC.
On April 30, 2017, the Company licensed and acquired an option on certain computer software and other related intellectual property valued at $20,000 for 200,000,000 shares of its common stock. The value of the license of $20,000 represents management's estimate of the fair market value at the time of the acquisition and was treated as a non-current asset on the Company's balance sheet subject to amortization over a 5-year period.
NOTE 7 - PREFERRED STOCK
Preferred Stock
The Company is authorized to issue 50,000,000 shares of preferred stock with 25,000,000 shares designated as Class A preferred stock. The Class A preferred stock has the following attributes:
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NOTE 8 - SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 20, 2017, the date the financial statements were issued. No subsequent events had occurred as of December 20, 2017.
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
GENERAL
This report on Form 10-Q and other reports filed by Gold Entertainment Group, Inc. ("GEGP", " we,", "us", "our", or the "Company") from time to time with the U.S. Securities and Exchange Commission (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by Company's management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," or the negative of these terms and similar expressions as they relate to the Company or the Company's management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in elsewhere in this report, relating to the Company's industry, the Company's operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
The Company was originally incorporated in the State of Nevada on February 3, 1999 as a C corporation under the name(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC. / CANADA. The fiscal year end is January 31)st. On April 5, 2002, the Stock Exchange and Merger Agreement entered into between Gold Entertainment Group, Inc. and Advanced Medical Technologies, Inc. was filed with the Nevada Secretary of State. Advanced Medical Technologies, Inc., amended its name to Gold Entertainment Group, Inc. On August 28, 2007 the state of incorporation was changed from Nevada to Florida.
A registration statement has been filed with the Securities and Exchange Commission on January 3 2017.Upon the effectiveness of the registration statement, 60 days following the filing date, we became subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and we are required to file periodic reports, proxy statements and other information with the Securities and Exchange Commission.
PLAN OF OPERATION
On April 30, 2017 the Company entered into a Software License Agreement and an option, described below, in exchange for two hundred million (200,000,000) shares of Common Stock. The Company has an option, at terms yet to be negotiated, to acquire the software company that produces it. The software is used to manage all aspects of an event including physical resources, event coordinators, assistants, attendees and payments where applicable. The software also manages and maintains a revolving website for each event prior to, during and after the event.
The Company intends to use this software as a basis for the licensing or acquisition of other assets. Each asset will be targeted towards a particular market segment.
As the Company possesses limited funds, the Company will be extremely limited in its attempts to locate potential business situations for investigation. The Company intends to commence, on a limited basis, the process of investigating possible merger and acquisition candidates, and believes that the Company's status as a publicly held corporation will enhance its ability to locate such potential business ventures. No assurance can be given as to when the Company may locate suitable business opportunities and such opportunities may be difficult to locate; however, the Company intends to actively search for potential business ventures for the foreseeable future.
RESULTS OF OPERATION
We are a development stage company with limited operations. As of July 31, 2017, we had total assets of $22,875 and total liabilities of $121,665. We anticipate that we will continue to incur losses in the next 12 months while we explore new business opportunities and generate positive cash flow. We expect we will require additional capital to meet our short term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities or by further contributions from our sole Officer and Director.
Quarter Ended July 31, 2017
Revenues
During the three-month periods ending July 31, 2017 and 2016, the Company did not generate any revenues.
Operating Expenses
During the three-month periods ended July 31, 2017 and 2016, we incurred general and administrative expenses and professional fees of $11,496 compared to $6,489. General and administrative and professional fee expenses incurred during the three-month periods ended July 31, 2017 and 2016 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs. The expenses increased for the current period due to an increase in professional accounting services incurred.
Net Losses
Our net loss for the three months ended July 31, 2017 was $(11,496) compared to a net loss of $(6,489) during the three months ended July 31, 2016. The major reason for the increase in the net loss for the current period is due to an increase in professional accounting services.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2017
As of July 31, 2017 our current assets were $3,875 compared to $188 at January 31, 2017. The major reason for the increase was the increase was the proceeds received on an account payable to a related party. As of July 31, 2017, our current liabilities were $121,665 compared to $128,145 in current liabilities at January 31, 2017. The major reason for the decrease in the current liabilities was due to the extinguishment of debt to a related party.
As at July 31, 2017 the Company had $3,875 cash on hand, has incurred operating losses of $14,833 over the prior six months and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. There is no assurance that these events will be satisfactorily completed.
Cash Flows from Operating Activities
For the six months ended July 31, 2017, net cash flows from operating activities was $3,687compared to cash flows from operating activities $16,067 during the six months ended July 31, 2016. The reason for the decrease in net cash flows from operations for the current period was the loss from operations and payment of payables to a related party.
Cash Flows from Investing Activities
We neither generated nor used funds in investing activities during the six months ended July 31, 2017 and 2016.
Cash Flows from Financing Activities
We neither generated nor used funds in investing activities during the six months ended July 31, 2017 and 2016.
(A DEVELOPMENT STAGE COMPANY)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.NOTES TO FINANCIAL STATEMENTS
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses (iv) acquiring existing entertainment train operations. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet short-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.OCTOBER 31, 2003
GOING CONCERN
As a result of our net loss from operations, net cash used in operations, deficit accumulated as of July 31, 2017, our ability to continue as a going concern is in substantial doubt. Our ability to continue as a going concern is subject to the ability of the Company to generate profits from operations and/or obtaining the necessary funding from outside sources. Management's plan to address the Company's ability to continue as a going concern includes (i) obtaining funding from private placement sources; (ii) obtaining additional funding from the sale of the Company's securities; and (iii) obtaining loans from shareholders as necessary, (iv) acquiring existing entertainment trains to generate cash flow from operations. Although management believes that it will be able to obtain the necessary funding and acquisitions to allow the Company to remain a going concern, and to pursue its' acquisition strategy through the methods discussed above, there can be no assurances that such methods will prove successful.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or results of its operations as reported in its financial statements
CRITICALNOTE 1 - SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES(Continued)
USE OF ESTIMATESUse 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 amountamounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITIONCash and Equivalent
Cash and cash equivalents include cash and cash in banks. The Company followedmaintains cash and cash equivalent balances at a financial institution that is insured by the guidanceFederal 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 approximately $661,000.
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. 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 October 31,2003, there are no outstanding stock options or stock warrants that would have affected our computation.
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003
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 Securitiesexisting assets and Exchange Commission's Staff Accounting Bulletintheir 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. 104 for revenue recognition.109, the effect on deferred assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date.
Nine Months Ending October 31,2003
Statutory federal income tax rate and effective tax rate 34%
The amount recorded as a deferred tax asset as of October 31,2003, is approximately
$661,000. The Company records revenue when allhas established a 100% valuation allowance against this deferred tax asset, as the Company has no history of profitable operations.
The Company has a net operating loss carry forward as of October 31, 2003 of approximately
$ 661,000 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forward expires progressively in 15 years from commencement in 1999
NOTE 3 - RELATED PARTY TRANSACTIONS
The majority stockholder and officer of the following have occurred; (1) persuasive evidenceCompany advanced as of an arrangement exists, (2) product deliveryOctober 31, 2003 $ 81,400 for working capital. This loan is unsecured, non -interest bearing and has occurred, (3)no maturity date.
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003
NOTE 4 - MERGERS AND ACQUISITIONS
Merger Agreement
On March 26, 2002, the sales priceCompany 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.
NOTE 5 CAPITAL TRANSACTIONS
On March 25, 2002, the Board of Directors adopted a resolution for a 1 for 25 reverse split of the Company's common shares.
On March 26, 2002, the Company issued 9,210,000 shares of common stock pursuant to a Merger agreement
In March 2002, the Company sold 118,648 shares of common stock for $ 131,659
On September 2, 2002 the Company President and majority shareholder of the company, donated 6 million shares back to the customercompany (which was canceled).
On September 26, 2002, the Company initiated a 2.5:1 forward stock split
The stock splits did not change the par value of the Company's common stock. All common stock financial data has been restated
GOLD ENTERTAINMENT GROUP, INC.
(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2003
NOTE 6 - GOING CONCERN
As shown in the accompanying financial statements, the Company incurred substantial net losses for the period February 3, 1999 to October 31, 2003. There is fixed no guarantee whether the Company will be able to generate enough revenue and/or determinable,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 (4) collectability is reasonably assured. Revenue is recognized at pointraise 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 sale.these uncertainties.
The Company reported revenue net
NOTE 7 - NEW ACCOUNTING PRONOUNCEMENTS
In December 2002, the FASB issued Statement of salesFinancial Accounting Standards No. 148, "Accounting for Stock-Based Compensation" Transition and use taxes collected from customers and are remittedDisclosure an Amendment of FASB Statement No. 123 (SFAS 148). SFAS 148 amends SFAS 123 "Accounting for Stock-Based Compensation," providing for an alternative method of transition for a voluntary change to governmental taxing authorities.
SHARE BASED PAYMENTS
Generally, all forms of share-based payments, including stock option grants, restricted stock grants and stock appreciation rights, are measured at theirthe fair value based method of accounting for stock-based employee compensation. Additionally, it amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years beginning after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The Company's adoption of the interim disclosure provisions of SFAS 148 did not affect its financial position.
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" (SFAS 150). SFAS sets standards for an issuer as to how to classify and measure financial instruments with characteristics of both liabilities and equity. SFAS 150 is effective for financial instruments entered into after May 31, 2003, and is effective after June 15, 2003. Adoption of SFAS 150 is not expected to have a material effect on the awards' grant date,Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This Quarterly Report on form 10-QSB contains forward-looking statements. Such forward-looking statements are generally accompanied by words such as "intends," "projects," "strategies," "believes," "anticipates," "plans," and similar terms that convey the uncertainty of future events or outcomes. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.
OVERVIEW
We were incorporated under the laws of the State of Nevada on February 3, 1999. We were organized primarily for the purpose of establishing a website information system specializing in the medical industry.
This concept was terminated by management during the latter part of the year 2000 and all rights to the Company's previous website was transferred to the Company's former President, Irving Abrams.
In January 2001, we acquired from James J. Reidy an exclusive license to patents relating to technology that produces pure drinking water directly from the air. At this time, we entered into a consulting agreement with Mr. Reidy who will assist the Company in arranging for the manufacture and sale of WaterStar machines that are based on the estimated numberacquired technology. In March 2002, we decided to abandon this business.
On April 5, 2002, we entered into a Stock Exchange and Merger Agreement with Gold Entertainment Group, Inc. (the "Company"). In connection with this merger, our previous management team resigned and a new management team, consisting of awards that are ultimately expectedHamon Francis Fytton and Marc Boyer joined our company. New management intends to vest. Share-based payment awards issuedengage in the business of providing pre-paid Internet access cards to non-employees for services rendered are recorded at either the fair valuebe marketed through retail locations. We further intends to establish a network of distributors to market a variety of the services rendered orCompany's pre-paid Internet access cards through their existing channels. To accomplish this, the fair valueCompany intends to build on existing relationships with potential distributors and to focus on strategic partnerships for distribution, marketing and billing systems. The Company took initial steps to develop this business during the nine months ended October 31, 2003.
RESULTS OF OPERATIONS
We are a development stage company and have not had any revenues from the date of inception through October 31, 2003. Our business focus changed on March 26, 2002 when new management acquired control of our company. We are now focused on developing the share-based payment, whicheverbusiness of providing pre-paid Internet access cards to be marketed through retail locations.
Our operating expenses were $900 during the nine months ended October 31, 2003 and $105,547 during the nine months ended October 31, 2002. Our operating expenses in the nine months ended October 31, 2003 were related to transfer agent fees. Our operating expenses in the nine months ended October 31, 2002 were expenses related to debt reduction.
Our net loss for the nine months ended October 31, 2003 was $900 compared to a net loss of $105,547 during the nine months ended October 31, 2002. Our net loss from inception, February 3, 1999 through October 31, 2003 is more readily determinable. The expense resulting from share-based payments are recorded as a component of general and administrative expense.
BALANCE SHEET ARRANGEMENTS$661,076.
As of the date of this Quarterly Report,October 31, 2003, we do not have any off-balance sheet arrangementscash on hand. Our total liabilities are $204,400 consisting of $123,000 in accounts payable and $81,400 due to our Chief Executive Officer for a loan that he advanced to our company in March 2002.
We have or are reasonably likelysatisfied our capital requirements during this time period by related party contributions and expect to use director loans to finance our operations.
In connection with the Merger, we implemented a 1 for 25 reverse stock split of our common stock on February 25, 2002 and issued 9,210,000 shares of our common stock to the shareholders of Gold Entertainment one day later. On September 2, 2002, Hamon Francis Fytton, our President and majority shareholder donated 6 million shares of our common stock to our company, which were subsequently cancelled. Effective as of September 26, 2002, we implemented a 2.5 for 1 forward stock split. As of October 31, 2003, we have a current or future effect on10,426,362 shares of our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.common stock issued and outstanding.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.CONTROLS AND PROCEDURES
ITEM 4.Evaluation of Disclosure Controls and ProcedureProcedures
We maintain "disclosuredid not prepare financial statements for the nine months ended October 31, 2003 until November 2004 so we were not able to carry out an evaluation of the effectiveness of our disclosure controls and procedures" as such term is definedof October 31, 2003. However, Hamon Francis Fytton, our Chief Executive Officer and Chief Financial Officer, did conduct an evaluation as of December 14, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer was able to conclude that our disclosure controls and procedures were effective in Rule 13a-15(e)accumulating and communicating to our management, material information required to be included in the reports we file or submit under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We conducteddisclosures.
Changes in Internal Control over Financial Reporting
Based on an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report. Our disclosure controls and procedures are not effective as a result of the following material weaknesses:
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Changes in Internal Controls
We have also evaluated our internal control forover financial reporting and there have been no significant changesduring our last fiscal quarter, identified in connection with the evaluation, that has materially affected, or is reasonably likely to materially affect, our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
LEGAL PROCEEDINGS.
ManagementThe Company is not aware of any legal proceedings contemplated by any governmental authority orinvolved in any other party involving us or our properties. Aslitigation, other than those actions arising from the normal course of business, and for which management does not believe will have a material effect on the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.Company's operations, except for the matters described below:
ITEM 1A.None.
RISK FACTORS.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.PROCEEDS
On April 30, 2017, in conjunction with the Software Licensing Agreement, the Company authorized the issuance of two hundred million (200,000,000) common shares.None.
1ITEM 3.
DEFAULTS UPON SENIOR SECURITIES AND USE OF PROCEEDS.
No senior securities were issued and outstanding during the six months ended July 31, 2017.None.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
MINES SAFETY DISCLOSURES.None.
Not applicable
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
EXHIBITS.Exhibit 31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
Exhibit 31.2. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
Exhibit 32.2. Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
*Filed herewith.
Table of ExhibitsSIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLD ENTERTAINMENT GROUP, INC.
Prepared and Signed
December 21, 2004 By:/s/ Hamon Francis Fytton
Hamon Francis Fytton
Date: December 20, 2017
By: Hamon Fytton, Chief Executive Officer, Chief Financial Officer and Director
(Chief Financial Officer and Duly Authorized by the Registrant)
EXHIBIT INDEX
Exhibit 31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
Exhibit 31.2. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*
Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
Exhibit 32.2. Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*