the lack of liquidity of our common stock.
Any of the factors listed above and other factors contained in
this Form 10 could cause our actual results to differ materially from
the results implied by these or any other forward-looking statements
made by us or on our behalf. We cannot assure you that our future
results will meet our expectations. When you consider these
forward-looking statements, you should keep in mind these risk
factors and the other cautionary statements in this Form 10. Our
forward-looking statements speak only as of the date made.
TABLE OF CONTENTS
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PAGE
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ITEM
1
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DESCRIPTION
OF BUSINESS
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3
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ITEM
1A
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RISK
FACTORS
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4
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ITEM
2
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FINANCIAL
INFORMATION
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8
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ITEM
3
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PROPERTIES
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12
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ITEM
4
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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12
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ITEM
5
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DIRECTORS
AND EXECUTIVE OFFICERS
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12
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ITEM
6
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EXECUTIVE
COMPENSATION
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13
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ITEM
7
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CERTAIN
BENEFICIAL RELATIONSHIPS AND RELATED TRANSACTIONS
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13
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ITEM
8
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LEGAL
PROCEEDINGS
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13
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ITEM
9
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MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
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14
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ITEM
10
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RECENT
SALES OF UNREGISTERED SECURITIES
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14
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ITEM
11
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DESCRIPTION
OF REGISTRANT'S SECURITIES TO BE REGISTERED
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14
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ITEM
12
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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15
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ITEM
13
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FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
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15
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ITEM
14
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CHANGES
IN AND DISAGREEMENTS WITH INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON ACCOUNTING AND FINANCIAL DISCLOSURE
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15
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ITEM
15
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FINANCIAL
STATEMENTS AND EXHIBITS
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15
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SIGNATURES
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16
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FINANCIAL STATEMENTS
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17
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ITEM 1 : DESCRIPTION OF BUSINESS
Our Company
Our business Since January 31, 2008, the Company has had minimal
operations and no revenue and is currently seeking an acquisition or
merger to bring an operating entity into the Company. The Company
does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. The Company has
unrestricted discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities,
economic conditions, and other factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited
resources and may find it difficult to locate good opportunities.
There can be no assurance that the Company will be able to identify
and acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its shareholders. The Company will
select any potential business opportunity based on management's
business judgment.
The activities of the Company are subject to several significant
risks, which arise primarily as a result of the fact that we have no
specific business, and may acquire or participate in a business
opportunity based on the decision of management, which potentially
could act without the consent, vote, or approval of the Company's
shareholders. The risks faced by the Company are further increased as
a result of its lack of resources and our inability to provide a
prospective business opportunity with significant capital. Please
find below information regarding the Company's various endeavors
prior to January 31, 2008 and its status as an "emerging growth
company".
Our History
Gold 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 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.
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 not currently active. During its
operations, it had 11 full time employees.
The company had as a wholly owned subsidiary, Quality Of Life
Marketing Inc, a Canadian corporation, operated from rental
facilities in Toronto, Ontario, Canada. It was intended to
use this as a basis for its international operations at a later
date. Quality of Life Marketing Inc has no direct
employees, and its registration has lapsed. The historical
information for the subsidiary is included in the consolidated
financial statements attached to this filing. The
subsidiary was administratively dissolved on September 25, 2009 with
the State of Florida. It is no longer in operation.
We do not currently file reports with the Securities and Exchange
Commission. Upon the effectiveness of the registration
statement of which this prospectus forms a part, we will be subject
to the information and periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and we intend to file
periodic reports, proxy statements and other information with the
Securities and Exchange Commission.
Revenue
We have no revenues for the years ended January 31, 2015 and 2016
and for the nine months ended October 31, 2016 or through the date of
this filing.
Our Strategy
Our strategy is to seek an appropriate merger or acquisition
candidate.
Employees
As of October 31, 2016, we have no 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.
Our Approach to the Business
We believe there are opportunities to acquire companies that have
existing revenue or are now operating under marginal 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 acquisition of the prospect.
ITEM 1: DESCRIPTION OF BUSINESS
-
continued
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 an acceptable price.
Our Chief Executive Officer, Hamon Francis Fytton, leads our
evaluation process, consulting with professionals engaged by the
Company. Our Chief Financial Officer, Fred Schiemann, manages the
financial analysis of prospective acquisitions with our Chief
Executive Officer. We expect to hire independent contractors to
perform specialized functions on an as needed basis.
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.
Gold Entertainment presently has no full-time executive,
operational, and clerical employees.
ITEM 1A: RISK FACTORS
You should carefully consider the risk factors set forth
below as well as the other information contained in this filing
before investing in our common stock. Any of the following risks
could materially and adversely affect our business, financial
condition or results of operations. In such a case, you may lose all
or part of your investment. The risks described below are not the
only risks facing us. Additional risks and uncertainties not
currently known to us or those we currently view to be immaterial may also materially adversely affect
our business, financial condition or results of operations.
Risks related to our business
Because our auditors have issued a going concern opinion and
we may not be able to achieve our objectives, we may have to suspend
business operations should capital or other resources, such as
management or other personnel cease to be available.
Our auditors' report in our January 31, 2016, financial
statements, expressed an opinion that the Company's capital
resources as of January 31, 2016, are not sufficient to sustain
operations. These conditions raise substantial doubt about our
ability to continue as a going concern. There is the distinct
possibility that we will no longer be a going concern and will cease
operations.
We depend heavily on our senior management and we may be
unable to replace key executives if they leave
The loss of the services of one or more members of our senior
management team or our inability to attract, retain and maintain
additional senior management personnel could harm our business,
financial condition, results of operations and future prospects. Our
operations and prospects depend in large part on the performance of
our senior management team, particularly Hamon Fytton Chief Executive
Officer. In addition, we may not be able to find qualified
replacements for him if his services are no longer available. We do
not have key man insurance on Mr. Fytton.
Mr. Fytton will continue to have substantial control over us
and could delay or prevent a change in corporate control.
As of October 31, 2016, Mr. Fytton owns all of our Preferred
Stock, see Item 4, which has votes equal to 5,000 times the
number of common shares outstanding. As a result, Mr. Fytton will
have the ability to determine the outcome of matters submitted to our
stockholders for approval, including the election of directors and
any merger, consolidation or sale of all or substantially all of our
assets. In addition, Mr. Fytton will have the ability to control the
management and affairs of our company. Accordingly, this
concentration of ownership may harm the market price of our common
stock by:
-
delaying,
deferring or preventing a change in control of our company;
-
impeding
a merger, consolidation, takeover or other business combination
involving our company; or
-
discouraging
a potential acquirer from making a tender offer or otherwise
attempting to obtain control of our company.
We will require additional capital to fund our future
activities. If we fail to obtain additional capital, we may not be
able to implement fully our business plan, which could lead to a
decline in reserves.
We are dependent on our ability to obtain financing to supplement
our cash flow from operations. Historically, we have financed our
business plan and operations primarily with issuances of common
stock. We also require capital to fund our capital budget.
ITEM 1A: RISK FACTORS -
continued
Risks related to our business -
continued
If we are successful in acquiring businesses we may require
significant capital in order to expand their operations. We will be
required to meet our needs from our internally generated cash flows,
debt financings and equity financings.
If our revenues decrease as a result of a lower stock price,
operating difficulties, declines in demand for the Company's
products or for any other reason, we may have limited ability to
obtain the capital necessary to sustain our operations at current
levels. We may, from time to time, need to seek additional financing.
Even if additional capital is needed, we may not be able to obtain
debt or equity financing on terms favorable to us, or at all. If cash
generated by operations and available under our revolving credit
facility is not sufficient to meet our capital requirements, the
failure to obtain additional financing could result in a curtailment
of our operations relating to exploration and development of our
projects, which in turn could lead to a possible loss of businesses
and a decline in any revenue.
Competition for suitable acquisitions is intense, and many
of our competitors have resources that are greater than ours.
We operate in a highly competitive environment for acquiring
suitable a company and trained personnel for its operation. Many of
our competitors possess and employ financial, technical and personnel
resources substantially greater than ours.
Those companies may be able to develop and acquire more business
prospects and productive properties than our financial or personnel
resources permit. Our ability to acquire additional businesses in the
future will depend on our ability to evaluate and select suitable
companies and consummate transactions in a highly competitive
environment. Also, there is substantial competition for capital
available for early stage investment. We may not be able to compete
successfully in the future in acquiring a suitable business,
marketing its products, attracting and retaining quality personnel
and raising additional capital.
We depend on our management team and other key personnel.
Accordingly, the loss of any of these individuals could adversely
affect our business, financial condition and the results of
operations and future growth.
Our success largely depends on the skills, experience and efforts
of our management team and other key personnel. The loss of the
services of one or more members of our senior management team or of
our other employees with critical skills needed to operate our
business could have a negative effect on our business, financial
condition, results of operations and future growth. We have entered
into employment agreements with Hamon Francis Fytton, our President
and Chief Executive officer.
See "Executive Compensation Item 6
Employment agreements and other arrangements
." If any of these
officers or other key personnel resign or become unable to continue
in their present roles and are not adequately replaced, our business
operations could be materially adversely affected.
Our ability to manage our growth, if any, will require us to
continue to train, motivate and manage our employees and to attract,
motivate and retain additional qualified personnel. Competition for
these types of personnel is intense, and we may not be successful in
attracting, assimilating and retaining the personnel required to grow
and operate our business profitably.
Technological changes could put
us at a competitive disadvantage.
The technology industry, where most of our past efforts have been,
is characterized by rapid and significant technological advancements
and introductions of new products and services using new
technologies. As new technologies develop, we may be placed at a
competitive disadvantage, and competitive pressures may force us to
implement those new technologies at a substantial cost. If other
companies implement new technologies before we do, those companies
may be able to provide enhanced capabilities and superior products compared with
what we are able to provide. We may not be able to respond to these
competitive pressures and implement new technologies on a timely
basis or at an acceptable cost. If we are unable to utilize the most
advanced commercially available technologies, our business could be
materially and adversely affected.
Attempts to grow our business could have an adverse effect
on our ability to manage our growth effectively.
Because of our small size, we desire to grow rapidly in order to
achieve certain economies of scale. Although there is no assurance
that this rapid growth will occur, to the extent that it does occur,
it will place a significant strain on our financial, technical,
operational and administrative resources. As we increase our services
and enlarge the number of projects we are evaluating or in which we
are participating, there will be additional demands on our financial,
technical and administrative resources. The failure to continue to
upgrade our technical, administrative, operating and financial
control systems or the occurrence of unexpected expansion
difficulties, including the recruitment and retention of
geoscientists and engineers, could have a material adverse effect on
our business, financial condition and results of operations.
Our growth strategy could fail or present unanticipated
problems for our business in the future, which could adversely affect
our ability to make acquisitions or realize anticipated benefits of
those acquisitions.
Our growth strategy may include acquiring a suitable business
acquisition. We may not be able to identify suitable acquisition
opportunities or finance and complete any particular acquisition
successfully.
Furthermore, acquisitions involve a number of risks and
challenges, including:
-
diversion of management's attention;
-
the need to integrate acquired operations;
-
potential loss of key employees of the acquired companies;
-
potential lack of operating experience in a geographic market of the acquired business; and
-
an increase in our expenses and working capital requirements.
Any of these factors could adversely affect our ability to
achieve anticipated levels of cash flows from the acquired businesses
or realize other anticipated benefits of those acquisitions.
ITEM 1A: RISK FACTORS -
continued
Risks related to our business -
continued
We currently are and expect to remain an "emerging growth
company," as defined in the Jumpstart Our Business Startups Act, or
the JOBS Act, until the earliest of:
-
The
last day of our fiscal year in which the fifth anniversary of an
initial public offering of shares of our common stock occurs;
-
The
end of the fiscal year in which our total annual gross revenues
first exceed $1.0 billion;
-
The
date on which we have, during the prior three-year period, issued
more than $1.0 billion in non-convertible debt; and
-
The
last day of a fiscal year in which we (1) have an aggregate
worldwide market value of our common stock held by non-affiliates of
$700 million or more, computed at the end of each fiscal year as of
the last business day of our most recently completed second fiscal
quarter and (2) have been an Exchange Act reporting company for at
least one year (and filed at least one annual report under the
Exchange Act.
Under the JOBS Act, we are exempt from the provisions of Section
404(b) of the Sarbanes-Oxley Act, which would require that our
independent registered public accounting firm provide an attestation
report on the effectiveness of our internal control over financial
reporting, until such time as we cease to be an "emerging growth
company" and become an accelerated filer as defined in Rule 12b-2
under the Exchange Act.
This may increase the risk that material weaknesses or other
deficiencies in our internal control over financial reporting go
undetected.
Under the JOBS Act, emerging growth companies can delay adopting
new or revised accounting standards until such time as those
standards apply to private companies. We intend to make an
irrevocable election not to take advantage of this exemption from new
or revised accounting standards. We will therefore be subject to the
same new or revised accounting standards as other public companies
that are not emerging growth companies.
We will be subject to ongoing Reporting Obligations
s
ubsequent to the effectiveness of this Registration
Statement
Subsequent to the effectiveness of this Registration Statement, we
will be required to file annual reports, quarterly reports and
current reports with the SEC. This information will be available at
the SEC's public reference room at 100 F Street, N.E., Washington,
D.C. 20549 and on the SEC's website at www.sec.gov.
Information on the operation of the SEC's public reference room may
be obtained by calling the SEC at (202) 551-8090 or (800) SEC-0330.
Risks related to this filing
There has been no public market for our common stock, and
our stock price may fluctuate significantly.
There is currently no public market for our common stock, and an
active trading market may not develop or be sustained after the sale
of all of the shares covered by this filing. The market price of our
common stock could fluctuate significantly as a result of:
-
our
operating and financial performance and prospects;
-
quarterly
variations in the rate of growth of our financial indicators, such
as net income per share, net income and revenues;
-
changes
in revenue or earnings estimates or publication of research reports
by analysts about us or the exploration and production industry;
-
liquidity
and registering our common stock for public resale;
-
actual
or unanticipated variations in our reserve estimates and quarterly
operating results;
-
sales
of our common stock by our stockholders;
-
increases
in our cost of capital;
-
changes
in market valuations of similar companies;
-
adverse
market reaction to any increased indebtedness we incur in the
future;
-
additions
or departures of key management personnel;
-
actions
by our stockholders;
If a trading market develops for our common stock, stock markets
in general experience volatility that often is unrelated to the
operating performance of particular companies. These broad market
fluctuations may adversely affect the trading price of our common
stock.
We do not anticipate paying any dividends on our common
stock in the foreseeable future.
We do not expect to declare or pay any cash or other dividends in
the foreseeable future on our common stock, as we intend to use cash
flow generated by operations to expand our business. A lack of a
revolving credit facility will restrict our ability to pay cash
dividends on our common stock, and we may be unable to enter into
credit agreements or other borrowing arrangements in the future that
restrict or limit our ability to pay cash dividends on our common
stock.
Certain stockholders' shares are restricted from immediate
resale but may be sold into the market in the near future. This could
cause the market price of our common stock to drop significantly.
As of October 31, 2016, we have outstanding 8,981,501,513
shares of common stock. Sales of a substantial number
of shares of our common stock in the public markets following this
filing by any of our existing stockholders (or persons to whom our
existing stockholders may distribute shares of our common stock), or
the perception that such sales might occur, could have a material
adverse effect on the price of our common stock or could impair
our ability to obtain capital through an offering of equity
securities.
ITEM 1A: RISK FACTORS -
continued
Risks related to this filing -
continued
You may experience dilution of your ownership interests due
to the future issuance of additional shares of our common stock.
We may in the future issue our previously authorized and unissued
securities, resulting in the dilution of the ownership interests of
our present stockholders and purchasers of common stock offered
hereby. We are currently authorized to issue 25 billion shares
of common stock and 50 million shares of preferred stock with
preferences and rights as determined by our board of directors. The
potential issuance of such additional shares of common stock may
create downward pressure on the trading price of our common stock.
We may also issue additional shares of our common stock or other
securities that are convertible into or exercisable for common stock
in connection with the hiring of personnel, future acquisitions,
future public offerings or private placements of our securities for
capital raising purposes, or for other business purposes.
If equity research analysts do not publish research or
reports about our business or if they issue unfavorable commentary or
downgrade our common stock, the price of our common stock could
decline.
The trading market for our common stock may rely in part on the
research and reports that equity research analysts publish about our
business and us. We do not control the opinions of these analysts.
The price of our stock could decline if one or more equity analysts
downgrade our stock or if those analysts issue other unfavorable
commentary or cease publishing reports about our business or us.
The availability of shares for sale in the future could
reduce the market price of our common stock.
In the future, we may issue securities to raise cash for
acquisitions. We may also acquire interests in outside companies by
using a combination of cash and our common stock or just our common
stock. We may also issue securities convertible into our common
stock. Any of these events may dilute your ownership interest in our
company and have an adverse impact on the price of our common stock.
In addition, sales of a substantial amount of our common stock in
the public market, or the perception that these sales may occur,
could reduce the market price of our common stock. This could also
impair our ability to raise additional capital through the sale of
our securities.
Our common stock can become
subject to penny stock regulation.
As a penny stock, our common stock may become subject to
additional disclosure requirements for penny stocks mandated by the
Penny Stock Reform Act of 1990. The SEC Regulations generally define
a penny stock to be an equity security that is not traded on the
NASDAQ Stock Market or another recognized stock exchange and has a
market price of less than $5.00 per share.
Depending upon our stock price, we may be included within the SEC
Rule 3(a)(51) definition of a penny stock and have our common
stock considered to be a "penny stock," with trading of our
common stock covered by Rule 15g-9 promulgated under the Securities
Exchange Act of 1934.
Under this rule, broker-dealers who recommend such securities to
persons other than established customers and accredited investors
must make a special written disclosure to, and suitability
determination for, the purchaser and receive the purchaser's
written agreement to a transaction prior to sale. The regulations on
penny stocks limit the ability of broker-dealers to sell our common
stock and thus may also limit the ability of purchasers of our common
stock to sell their securities in the secondary market. Our common
stock will not be considered a "penny stock" if our net tangible
assets exceed $2,000,000 or our average revenue is at least
$6,000,000 for the previous three years.
ITEM 2:
FINANCIAL INFORMATION
Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
This registration statement on Form 10 and other reports filed by the
Company from time to time with the SEC (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 relating to the
Company's business, industry, and the Company's operations and
results of operations. 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.
Although
the Company believes that the expectations reflected in the
forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance, or
achievements. Except as required by applicable law, including the
securities laws of the United States, the Company does not intend to
update any of the forward-looking statements to conform these
statements to actual results.
Our
financial statements are prepared in accordance with accounting
principles generally accepted in the United States ("GAAP").
These accounting principles require us to make certain estimates,
judgments and assumptions. We believe that the estimates, judgments
and assumptions upon which we rely are reasonable based upon
information available to us at the time that these estimates,
judgments and assumptions are made. These estimates, judgments and
assumptions can affect the reported amounts of assets and liabilities
as of the date of the financial statements as well as the reported
amounts of revenues and expenses during the periods presented. Our
financial statements would be affected to the extent there are
material differences between these estimates and actual results. In
many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's
judgment in its application. There are also areas in which
management's judgment in selecting any available alternative would
not produce a materially different result. The following discussion
should be read in conjunction with our financial statements and notes
thereto appearing elsewhere in this report.
The following discussion of our financial condition and results of
operations should be read in conjunction with our financial
statements and the notes to those statements included elsewhere in
this prospectus. In addition to the historical financial
information, the following discussion and analysis contains
forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including
those set forth under "Risk Factors" and elsewhere in this
prospectus.
PLAN
OF OPERATION
The
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.
ITEM 2: FINANCIAL INFORMATION -
continued
Plan
of Operations
-
continued
The
following table provides our revenue, cost of revenue, gross loss,
operating expenses, loss from operations, other income and net loss
information for each of the periods indicated below.
|
|
|
|
|
|
|
|
|
|
|
For
the nine months ended October 31, 2016
|
|
|
For
the nine months ended October 31, 2015
|
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cost of
revenue
|
|
|
-
|
|
|
|
-
|
|
|
Gross loss
|
|
|
-
|
|
|
|
-
|
|
|
Operating
expenses
|
|
|
19,190
|
|
|
|
19,903
|
|
|
Loss from
operations
|
|
|
(19,190
|
)
|
|
|
(19,903
|
)
|
|
Other
(expense)
|
|
|
|
|
|
|
(5,023
|
)
|
|
Net (loss)
|
|
$
|
(19,190
|
)
|
|
$
|
(24,926
|
)
|
|
|
|
|
|
|
|
|
|
|
|
For
the year ended January 31, 2016
|
|
|
For
the year ended January 31, 2015
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cost of
revenue
|
|
|
-
|
|
|
|
-
|
|
|
Gross loss
|
|
|
-
|
|
|
|
-
|
|
|
Operating
expenses
|
|
|
(31,686
|
)
|
|
|
(26,071
|
)
|
|
Loss from
operations
|
|
|
(31,686
|
)
|
|
|
(26,071
|
)
|
|
Other
(expense)
|
|
|
(5,022
|
)
|
|
|
(13,264
|
)
|
|
Net (loss)
|
|
$
|
(36,708
|
)
|
|
$
|
(39,335
|
)
|
Revenue
We currently generate no revenue.
Cost
of Revenue
There
is no cost of revenue.
ITEM 2: FINANCIAL INFORMATION -
continued
Operating
Expenses
General
and Administrative Expenses
.
General
and administrative expenses consist primarily of administrative
compensation, travel, legal and other professional services fees, and
other general overhead costs. For the year ending January 31, 2015,
the majority of general and administrative expenses involved
consulting expenses of $24,000. The general and
administrative expenses for the year ending January 31, 2016 were
$31,686 and included mainly consulting expenses and stock transfer
agency fees. General and administrative expenses for the
nine months ended October 31, 2016 and 2015 were $19,190 and $19,903
respectively. The majority of 2016 expenditures related to
consultant fees.
Loss
from Operations
Our
ability to continue is limited without additional debt or equity
financing from outside investors. These matters raise substantial
doubt about our ability to continue as a going concern. Management
plans to fund operations by raising additional capital through the
issuance of equity securities. Our financial statements do not
include any adjustments relating to the recovery of the recorded
assets or the classification of the liabilities that might be
necessary should we be unable to continue as a going concern.
Other
(Loss)
In
the fiscal year ending January 31, 2016 the total other income was as
a result of a gain on extinguishment of debt in the amount of
$6,119. For the year ending January 31, 2015, the $13,264
was interest expense. The net difference of other expenses
for the nine months ended October 31, 2016 related to interest
expense.
Going
Concern
Our
independent registered public accounting firm has added an
explanatory paragraph to their audit opinion issued in connection
with the financial statements of Gold Entertainment Group, Inc. for
the years ending January 31, 2016 and 2015, with respect to their
doubt about our ability to continue as a going concern due to our
lack of revenues, recurring losses from operations, cash used in
operations, working capital deficit, stockholder deficit and our
accumulated deficit.
As
reflected in the accompanying condensed financial statements, the
Company has a net loss of $19,190 and net cash used in operations of
$2,588 for the nine months ended October 31, 2016, and an accumulated
deficit of $3,012,175, stockholders' deficiency of $121,631, and
working capital deficit of $121,631 at October 31, 2016. The
Company has net cash used in operations of $8,402 for the year ended
January 31, 2016, and an accumulated deficit of $2,992,985,
stockholders' deficiency of $102,441, and working
capital deficit of $102,441 at January 31, 2016, and for the year
ended January 31, 2015, had a net loss of $39,335 and cash provided
from operations of $0 and an accumulated deficit of $2,956,277,
stockholders' deficiency of $ 195,373, and working capital deficit
of $195,373 at January 31, 2015, and has been inactive with no
revenues since April 2005.
The
ability of the Company to continue as a going concern is dependent on
the Company's ability to further implement its business plan and/or
raise capital. The Company plans to locate an operating
company to merge with or sell a controlling interest to a third party
who would subsequently merge an operating business into the
Company. Management believes that the actions presently
being taken provide the opportunity for the Company to continue as a
going concern. The consolidated financial statements do
not include any adjustments that might be necessary if the Company is
unable to continue as a going concern.
Income
Tax Expense
The
Company has unused net operating loss carryforwards for income tax
purposes totaling approximately $2,992,985 and $2,956,277 at January
31, 2016 and 2015, respectively, expiring through the year 2029
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.
ITEM 2: FINANCIAL INFORMATION -
continued
Stock-Based
Compensation
There
are no stock options in effect at this time.
Liquidity
and Capital Resources
As
of October 31, 2016, we had an accumulated deficit of $3,012,175 and
cash in the bank of $514. Since our inception, we have
experienced negative cash flows and have met our operating
requirements by incurring debt. From inception additional cash
has been obtained from related parties in the form of loans. We
relied primarily on these loans to meet our cash requirements.
Litigation
From
time to time, we may become subject to legal proceedings, claims and
litigation arising in the ordinary course of business. We are not
currently a party to any material legal proceedings, nor are we aware
of any other pending or threatened litigation that would have a
material adverse effect on our business, operating results, cash
flows or financial condition should such litigation be resolved
unfavorably.
Off-Balance
Sheet Arrangements
We
do not have off-balance sheet arrangements. As part of our ongoing
business, we do not participate in transactions that generate
relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special
purpose entities, often established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or
limited purposes.
Recently
Issued Accounting Standards
None
Inflation
Inflation
was not a material factor in either revenue or operating expenses
during the years ended January 2016 and 2015.
Critical
Accounting Estimates
We
apply the following critical accounting policies in the preparation
of our financial statements:
Income
taxes
Current
income taxes are based on the year's taxable income for federal and
state income tax reporting purposes. Deferred income taxes
are provided on a liability basis whereby deferred tax assets are
recognized for deductible temporary differences and operating loss
carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the
differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax law and rates on the
date of enactment.
In
June 2006, the FASB issued SFASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109" ("FIN 48"). This statement
clarifies the accounting for uncertainty in income taxes recognized
in an enterprise's financial statements in accordance with SFAS No.
109, "Accounting for Income Taxes." FIN 48 prescribes
a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. FIN 48, which is
effective for fiscal years beginning after December 15, 2006, also
provides guidance on derecognition, classification, interest and
penalties, accounting in interim periods, disclosure, and
transition. The Company believes its tax positions are all
highly certain of being upheld upon examination. As such,
the Company has not recorded a liability for unrecognized tax
benefits. As of January 31, 2009, the tax years 2006
through 2008 remain open for IRS audit. The Company has
received no notice of audit from the Internal Revenue Service for any
of the open tax years. The adoption of the provisions of
FIN 48 did not have a material impact on our financial position and
results of operations.
On
May 2, 2007, the FASB issued FASB Staff Position FIN 48-1, Definition
of Settlement in FASB Interpretation No. 48, ("FSP FIN 48-1"). FSP
FIN 48-1 amends FIN 48 to provide guidance on how an entity should
determine whether a tax position is effectively settled for the
purpose of recognizing previously unrecognized tax benefits. The
term "effectively settled" replaces the term "ultimately
settled" when used to describe recognition, and the terms
"settlement" or "settled" replace the terms "ultimate
settlement" or "ultimately settled" when used to describe
measurement of a tax position under FIN 48. FSP FIN 48-1
clarifies that a tax position can be effectively settled upon the
completion of an examination by a taxing authority without being
legally extinguished. For tax positions considered
effectively settled, an entity would recognize the full amount of tax
benefit, even if the tax position is not considered more likely than
not to be sustained based solely on the basis of its technical merits
and the statute of limitations remains open. The adoption
of FSP FIN 48-1 did not have an impact on the accompanying
consolidated financial statements.
Contingencies
and Litigation
None
Off
Balance Sheet Arrangements
The
Company has not had any off balance sheet arrangements.
ITEM 3:
PROPERTIES
Our
corporate office is located at 429 W PLUMB LANE, Reno, Nevada 89509.
This is the office of our CFO, and is provided at no cost to the
Company. The Company does not own or lease any properties.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth as of October 31, 2016 the number and
percentage of the outstanding shares of common stock, which according
to the information available to Gold Entertainment, were beneficially
owned by (i) each person who is currently a director, (ii) each
executive officer, and (iii) all current directors and executive
officers as a group. Except as listed in the table below, to the
knowledge of Gold Entertainment, no person is the beneficial owner of
five percent or more of the outstanding common stock other than as
stated for them herein. Except as otherwise indicated, the persons
named in the table have sole voting and dispositive power with
respect to all shares beneficially owned, subject to community
property laws where applicable.
|
Name
and Address of Beneficial Owner
|
|
Number of
Common Shares
|
|
|
Percent of
Class
|
|
|
Hamon
Fytton (1)
429
W PLUMB LANE,
Reno,
Nevada 89509
|
|
3,309,500,000
|
|
|
36.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred
Schiemann
429
W PLUMB LANE,
Reno,
Nevada 89509
|
|
-0-
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
All
executive officers, beneficial owners, and directors as a group
|
|
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.
See
Item 11. Description of Registrants Securities to be Registered.
Series A Preferred Stock.
In March 2010, management of the Company restructured its share
structure in the Company. As part of this restructuring,
Mr. Fytton was issued 1,000,000 shares of Series A Preferred
Stock. These 1,000,000 shares represent all of the shares
of Series A Preferred Stock authorized. The holders of the
Series A Preferred Stock have votes equal to 5,000 times the number
of shares outstanding giving voting control of the Company to Mr.
Fytton.
ITEM 5:
DIRECTORS AND EXECUTIVE OFFICERS
Directors
and Officers
The
following table sets forth the names, ages, and positions with Gold
Entertainment for each of the directors and officers as of October
31, 2016.
|
Name
|
|
Age
|
|
Position
|
|
Since
|
|
Hamon
Fytton
|
|
|
63
|
|
Chief
Executive Officer, and President
|
|
April
2002
|
|
|
|
|
|
|
|
|
|
|
Fred
Schiemann
|
|
|
65
|
|
Chief
Financial Officer
|
|
February
2013
|
|
|
|
|
|
|
|
|
|
Mr.
Fytton does not hold a directorship in any other publicly held
company. Mr. Schiemann is an officer and director in Viratech Corp.,
Interactive Health Network and Solos Endoscopy Inc., all publicly
held companies.
All
directors hold office until the next annual meeting of stockholders
and until their successors are elected and qualify. Officers serve at
the discretion of the Board of Directors. The following is
information on the business experience of each director and officer.
Hamon
Fytton - CEO and Director
Over
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 in the US and other countries.
In
2016 Mr. Fytton became the CEO 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. He is
currently the CEO, Director and majority shareholder of Gold
Entertainment Group, Inc. a public company.
Fred
Schiemann - Chief Financial Officer
and
Director
Fred
Schiemann is a financial executive and a licensed CPA with broad
experience in all aspects
of
accounting, auditing and financial management. He has direct
experience with real estate, financial consulting and venture
capital. He is interested in early-stage startups as well as
companies seeking to go public and take advantage of financial
markets. He specialized in CFO in a box services for small and
micro-cap public companies. Prior to that, on June 1, 2011 he held a
position at the major commercial real estate company Reis, Inc. that
is publicly traded on the NASDAQ as a commercial Real Estate Research
Analyst. In that position, he gathered market data for multi-family
and warehouses all throughout the country. After researching this
information, he would compile packages which were then purchased by
major banks that included market data such as average rent, sale
prices, occupancy, cap rates etc. for these buildings throughout the
country.
Over
the last five years Mr. Schiemann has been heavily involved in the
commercialization of various technologies in the biotechnology arena.
He continues to serve as officer and or board member for the
following public companies; Solos Endoscopy, Inc., Lifeline
Biotechnologies, Inc. and Viratech Corp.
Since
1982, Mr. Schiemann has owned and operated a CPA practice
specializing in auditing, tax practice, administration of public and
private companies. He has served on the board of several public
companies and continues to act as an accountant and consultant to the
industry.
Board
Meetings
The
Board of Directors meets at least four times during the year. All
directors attended at least 75 percent of the meetings of the Board.
Board
Compensation
Effective
January 31, 2016 Gold Entertainment's Directors are not compensated
for attending meetings of the Board of Directors or for attending
meetings of Board committees. Expenses are reimbursed.
ITEM 6: EXECUTIVE COMPENSATION
Annual
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, 2016, January 31, 2015
and through October 31, 2016 of those persons who were executive
officers of Gold Entertainment for the year ended January 31, 2016,
or who receive annual salary and bonuses exceeding $100,000.
|
|
|
|
|
Annual
|
|
|
Long
Term
|
|
|
|
|
|
|
Compensation
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Warrant
Awards($)
|
|
|
Hamon
Fytton
|
|
2016
|
|
$12,000
|
|
|
|
-0-
|
|
|
President
and CEO
|
|
2015
|
|
$12,000
|
|
|
$
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred
Schiemann
|
|
2016
|
|
$12,000
|
|
|
|
-0-
|
|
|
Chief
Financial Officer
|
|
2015
|
|
$12,000
|
|
|
$
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options
No
options are currently issued to any executive, employee, consultant
or investor.
Executive
Compensation Arrangements
Gold
Entertainment has not entered into employment contracts with Mr.
Fytton as Chief Executive Officer, nor with Mr. Schiemann as Chief
Financial Officer. They both have consulting agreements.
|
The
current consulting agreements of the executive officers are as
follows:
|
|
|
|
|
Hamon
F. Fytton,Chief Executive Officer
|
|
$12,000
|
per year
|
|
Fred
Schiemann, Chief Financial Officer
|
|
$12,000
|
per
year
|
The
above consulting agreements for Mr. Fytton and Mr, Schiemann
indicated has been booked as an accrued liability.
ITEM 7: CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
None.
At various times the Officers and Directors have advanced money to
pay expenses on behalf of the Company. As of October 31, 2016 $13,445
is due to Mr. Fytton.
ITEM 8: LEGAL PROCEEDINGS
Neither
Gold Entertainment nor any of its officers, directors or holders of
five percent or more of its common stock is a party to any additional
material pending legal proceedings and to the best of our knowledge,
no additional such proceedings by or against Gold Entertainment or
its officers, or directors or holders of five percent or more of its
common stock have been threatened.
ITEM 9: MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Price and Stockholder Matters
Gold
Entertainment's common stock trades in the pink sheets market and
quotations for the common stock are listed in the "Pink Sheets"
published by the National Quotation Bureau under the symbol "GEGP".
The following table sets forth for the respective periods indicated
the prices of Gold Entertainment's common stock in this market as
reported and summarized by the National Quotation Bureau. Such prices
are based on inter-dealer bid and asked prices, without markup,
markdown, commissions, or adjustments and may not represent actual
transactions.
|
Calendar
Quarter Ended
|
|
Low Bid ($)
|
|
|
High Bid ($)
|
|
|
April
30, 2014
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
July
31, 2014
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
October
31, 2014
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan
31, 2015
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
April
30, 2015
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
July
31, 2015
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
October
31, 2015
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan
31, 2016
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
April
30, 2016
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
July
31, 2016
|
|
|
0.0001
|
|
|
|
0.0002
|
|
|
October
31, 2016
|
|
|
0.0001
|
|
|
|
0.001
|
|
On
October 31, 2016 there were 100 holders of record of our common stock
listed by our transfer agent.
Dividend
Policy
We
have never paid cash dividends and have no plans to do so in the
foreseeable future. Our future dividend policy will be determined by
our board of directors and will depend upon a number of factors,
including our financial condition and performance, our cash needs and
expansion plans, income tax consequences, and the restrictions that
applicable laws, any future preferred stock instruments, and any
future credit arrangements may then impose.
ITEM 10: RECENT SALES OF UNREGISTERED SECURITIES
Since
February 1, 2014 through October 31, 2016, we sold and issued the
unregistered securities described below. We believe that each of the
securities transactions from the last three years described below was
exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) as a transaction not involving any public
offering and Regulation D promulgated under the Securities Act of
1933. In each case, the number of investors was limited, the
investors were either all accredited and/or otherwise qualified and
had access to material information about the registrant, and
restrictions were placed on the resale of the securities sold.
-
Shares issued for Cash- none.
-
Shares issued for Services -
none.
-
Shares issued to Management - none.
Warrants
The
Company has not issued any warrants.
ITEM 11: DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
Description
of Common Stock
We
are authorized to issue 25,000,000,000 shares of our Common Stock,
$.0001 par value (the "Common Stock"). As of October 31,
2016, there were 8,981,501,513 shares of our Common Stock were
outstanding. Each share of the Common Stock is entitled to share
equally with each other share of Common Stock in dividends from
sources legally available therefore, when, and if, declared by our
board of directors and, upon our liquidation or dissolution, whether
voluntary or involuntary, to share equally in the assets of the
Company that are available for distribution to the holders of the
Common Stock. Each holder of Common Stock is entitled to one vote per
share for all purposes, except that in the election of directors,
each holder shall have the right to vote such number of shares for as
many persons as there are directors to be elected. Cumulative voting
shall not be allowed in the election of directors or for any other
purpose, and the holders of Common Stock have no preemptive rights,
redemption rights or rights of conversion with respect to the Common
Stock. Our board of directors is authorized to issue additional
shares of our Common Stock within the limits authorized by our
Articles of Incorporation and without stockholder action. All shares
of Common Stock have equal voting rights, and voting rights are not
cumulative.
We
have not paid any cash dividends since our inception.
ITEM 11: DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
-
continued
Description
of Preferred Stock
We
are authorized to issue 50,000,000 shares of Preferred Stock at no
par value (the "Preferred Stock"). There are 1,000,000 shares of
SERIES A Preferred Stock outstanding. The remaining shares of
Authorized Preferred Stock carries such relative rights, preferences
and designations as may be determined by our Board of Directors in
its sole discretion upon the issuance of any shares of Preferred
Stock.
Preferred
Stock
We
have one class of Preferred Stock and SERIES A Preferred Stock. The
SERIES A Preferred Stock, consisting of 1,000,000 shares, is all
owned by Mr. Fytton, our CEO.
Holders
of the SERIES A Preferred stock are not entitled to receive any
dividend, the stock is not transferrable, do not participate in any
liquidation, and the stock is convertible into common shares at the
ratio of 1:5,000. These shares may be transferred only to
an entity for estate planning purposes provided that entity is
controlled by the holder, in this case, Mr. Fytton.
The
1,000,000 shares of SERIES A Preferred Stock have the number of votes
equal to 5,000 times the number of shares of common stock
outstanding. Accordingly, except for votes requiring more
than a majority vote of shares of common stock, Mr. Fytton will
determine the outcome of the vote. The only such provision
of Florida law or as required by our Articles of Incorporation or
Bylaws is the removal of directors.
General
Description of Preferred Stock
The
shares of Preferred Stock, other than the SERIES A Preferred Stock,
could be issued from time to time by our Board of Directors in its
sole discretion without further approval or authorization by the
stockholders, in one or more series, each of which series could have
any particular distinctive designations as well as relative rights
and preferences as determined by our Board of Directors. The relative
rights and preferences that may be determined by our Board of
Directors in its discretion from time to time include but are not
limited to the following:
-
the rate of dividend and whether the dividends are to be cumulative and the priority, if any, of dividend payments relative to other series in the class;
-
whether the shares of any such series may be redeemed, and if so, the redemption price and the terms and conditions of redemption;
-
the amount payable with respect to such series in the event of voluntary or involuntary liquidation and the priority, if any, of
each series relative to other series in the class with respect to
amounts payable upon liquidation and sinking fund provision, if
any, for the redemption or purchase of the shares of that series;
and
-
the terms and conditions, if any, on which the shares of a series may
be converted into or exchanged for shares of any class, whether
common or preferred, or into shares of any series of the same
class, and if provision is made for conversion or exchange, the
times, prices, rates, adjustments and other terms.
We
believe that the availability of preferred stock provides flexibility
in structuring future financings, should the need for additional
financing arise. We have no plans, understandings, arrangements, or
agreements for issuing any shares of preferred stock at the present
time.
Description
of Preferred Stock
-
continued
Our
authorized but unissued preferred stock could be issued in one or
more transactions, which would make more difficult or costly, and
less likely, a takeover of Gold Entertainment. Issuing additional
shares of stock would also have the effect of diluting the stock
ownership of persons seeking to obtain control of Gold Entertainment.
Moreover, certain companies have issued rights to purchase their
preferred stock, with such rights having terms designed to encourage
in certain potential acquisitions negotiation with the board. The
authorized but unissued shares of preferred stock would be available
for use in connection with the issuance of such rights. Gold
Entertainment does not intend to adopt any anti-takeover measures at
the present time.
Shares
Eligible For Future Sale
At
October 31, 2016 Gold Entertainment had 8,981,501,513 shares of
common stock outstanding, of which 4,109,652,102 shares constituted
"restricted securities" within the meaning of Rule 144 adopted
under the Securities Act of 1933. In general, under Rule 144 a person
(or persons whose shares are aggregated) is entitled to sell
restricted shares if at least one year has passed since the time such
shares were acquired from Gold Entertainment or any of its
affiliates. Rule 144 provides, however, that within any three-month
period such person may only sell up to the greater of: (i) 1% of the
then outstanding shares of common stock; or (ii) the average weekly
trading volume in the common stock during the four calendar weeks
immediately preceding the date on which notice of the sale is filed
with the Securities and Exchange Commission. Sales under Rule 144 are
also subject to certain manner-of-sale provisions and notice
requirements and to the availability of current public information
about Gold Entertainment. All shares held by persons who are deemed
to be affiliates of Gold Entertainment are subject to the volume
limitations and other requirements of Rule 144 regardless of how long
the shares have been owned or how they were acquired. Restricted
shares held by non-affiliates of Gold Entertainment for more than two
years may be sold without limitation under Rule 144.
Sales
of substantial amounts of common stock in the future, or the
perception that such sales could occur, could adversely affect
prevailing market prices of the common stock and could impair our
ability to raise capital through an offering of equity securities.
Transfer
Agent
Island
Stock Transfer is our transfer agent. Their offices are located at
15500 Roosevelt Blvd, Suite 301, Clearwater, FL 33760. Their
telephone number is 727-289-0010.
ITEM 12: INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Our
Articles of Incorporation provide that no officer or director shall
be personally liable to the corporation or its shareholders for money
damages except as provided pursuant to the Florida Revised Statutes.
Our Bylaws provide that we will indemnify and hold harmless, to the
full extent allowed by the laws of the State of Florida, each person
who was, or is threatened to be made a party to, or is otherwise
involved in any threatened proceedings by reason of the fact that he
or she is or was a director or officer of Gold Entertainment or is or
was serving at the request of Gold Entertainment as a director,
officer, partner, trustee, employee, or agent of another entity,
against all losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such
proceedings.
ITEM 13: FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
The
Financial Statements of Gold Entertainment Group, Inc. for the years
ended January 31, 2016 and 2015 and for the period ending October 31,
2016 appearing at the end of this registration statement.
ITEM 14: CHANGES IN AND DISAGREEMENS WITH
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There
are currently no disagreements with the independent registered public
accounting firm regarding accounting and financial disclosure.
ITEM 15: FINANCIAL STATEMENTS AND EXHIBITS
Financial
Statements
The
Financial Statements of Gold Entertainment Group, Inc. for the years
ended January 31, 2016 and 2015 and for the three quarters
ending
October 31, 2016 appearing at the end of this registration statement.
Exhibits
See the Exhibit Index beginning following the signature page.
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement
to be signed on its
behalf by the undersigned thereunto duly authorized.
|
|
GOLD
ENTERTAINMENT GROUP, INC.
|
|
|
|
|
|
|
|
Date:
|
|
December
29, 2016
|
|
|
|
By:
|
|
/s/
Hamon F. Fytton
|
|
|
|
|
|
|
|
|
|
Hamon
F. Fytton,
Chief
Executive Officer, and President
|
Exhibit Index
Copies
of the following documents are included as exhibits to this
registration statement.
|
Exhibit
|
|
Title
of Document
|
|
No.
|
|
|
|
|
|
|
|
3.1
|
|
Articles
of Incorporation
|
|
|
|
|
|
3.2
|
|
Amendment
to Articles of Incorporation
|
|
|
|
|
|
3.3
|
|
Bylaws
|
|
|
|
|
|
10.1
|
|
Note
Settlement and Release
|
|
|
|
|
|
10.2
|
|
Management
Consulting Agreement - Schiemann
|
|
|
|
|
|
10.3
|
|
Management
Consulting Agreement - Fytton
|
GOLD ENTERTAINMENT GROUP, INC.
FINANCIAL STATEMENTS
C
O N T E N T S