PART I
ITEM 1. BUSINESS
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
(
www.txsave.com
) were 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 was going to assist the Company in
arranging for the manufacture and sale of WaterStar machines that
were based on the acquired 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 Hamon Francis
Fytton and Dan Boyer joined our company.
New management intends to engage in the business of providing
pre-paid Internet access cards to be marketed through retail
locations. It further intends to establish a network of distributors
to market a variety of the Company's pre-paid Internet access cards
through their existing channels. To accomplish this, the Company
intends to build on existing relationships with potential
distributors and to focus on strategic partnerships for
distribution, marketing and billing systems. The Company took
initial steps to develop this business during the fiscal year ended
January 31, 2003.
Employees
As of January 31,
2003, we did not have any employees. Hamon Frances Fytton, the
Chief Executive Officer of Gold Entertainment, has been providing
and overseeing all business activities of the company.
ITEM 2. PROPERTIES
Our corporate
headquarters are located in Fort Lauderdale Florida in a
300
square foot office facility in an executive office suite. We have
a month to month lease through January 2003.
We believe that the facilities are well maintained, in substantial
compliance with environmental laws and regulations, and adequately
covered by insurance. We also believe that these leased facilities
are not unique and could be replaced, if necessary, at the end of
the term of the existing leases.
ITEM 3. LEGAL
PROCEEDINGS
None
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET
FOR COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock
currently trades on the Pink Sheets under the symbol "
GEGP
".
Set forth below is the range of high and low information for our
common stock as traded on the
Pink
Sheets
during fiscal 2003 and fiscal
2002. This information regarding trading on the Pink Sheets
represents prices between dealers and does not reflect retail
mark-up or markdown or commissions, and may not necessarily
represent actual market transactions.
-
|
Fiscal
Period
|
HIGH
|
LOW
|
|
200
3:
|
|
|
|
First
quarter (February - April 30, 2002)
|
$0.1
|
$0.004
|
|
Second
quarter (May 1 - July 30, 2002)
|
$0.004
|
$0.001
|
|
Third
quarter (August 1 - October 30, 2002)
|
$0.008
|
$0.001
|
|
Fourth
quarter (November 1 - January 31, 2003)
|
$0.20
|
$0.001
|
|
200
2:
|
|
|
|
First
quarter (February - April 30, 2001)
|
$0.80
|
$0.10
|
|
Second
quarter (May 1 - July 30, 2001
|
$0.70
|
$0.10
|
|
Third
quarter (August 1 - October 30, 2001)
|
$0.14
|
$0.01
|
|
Fourth
quarter (November 1 - January 31, 2002)
|
$0.06
|
$0.005
|
As of January
31, 2003, there were
74
record holders of our outstanding common stock.
COMMON STOCK
The Company has
never declared or paid cash dividends on its common stock and the
Company's Board of Directors intends to continue its policy for
the foreseeable future.. Future dividend policy will depend upon the
Company's earnings, financial condition, contractual restrictions
and other factors considered relevant by the Company's Board of
Directors and will be subject to limitations imposed under Delaware
law.
On March 25, 2002,
the Board of Directors implemented a 1 for 25 reverse split of the
Company's common stock. On September 26, 2002, the Company
implemented a 2.5 for 1 forward stock split.
ITEM 6.
Management's DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
OVERVIEW
We did not generate
any revenues in the fiscal year ended January 31, 2003 or the fiscal
year ended January 31, 2002 and have not generated any revenues
since our inception on February 3, 1999. Our general and
administrative expenses were $107,513 in fiscal 2003 and $467,470 in
fiscal
2002.
Since inception, our operating expenses have been $660,176. Our
operating expenses were significantly lower in fiscal 2003 compared
to fiscal 2002 because
Gold
Entertainment Group Inc. is engaged in a significantly different
business than in fiscal 2002 with much lower operating costs
.
As a result of the forgoing, our net loss for the fiscal year ended
January 31, 2003 was $107,513 and $467,470 for fiscal 2003. Our
cumulative loss from inception is $660,176.
At January 31,
2003, we had no cash on hand. Our current liabilities consisted of
accounts payable and accrued expenses of $122,100, and a loan
payable to a related party of $81,400. Our stockholder's equity
was negative $203,500.
Operations
in fiscal 2003 were funded by capital contributions from our
directors. The company actively sought investment capital from a
variety of sources during fiscal 2003. The company did not
anticipate that it would receive any significant investments until
the stock was actively traded which would require a Form 15c-211
being successfully filed by a broker dealer. A filing was made in
December 2002 which was later abandoned.
Our
current
plan
requires investment capital in order to proceed beyond the current
prototype stage into full operation.
FACTORS THAT MAY
AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK
We are a
development stage company
We are in
the development stage and our proposed operations are subject to all
of the risks inherent in the establishment of a new business
enterprise, including the absence of an operating history. Our
proposed product, pre-paid Internet access cards, remain in
development, has not been tested in its commercial applications, and
there can be no assurance regarding its commercial success.
The likelihood of the Company's success must be considered in
light of the problems, expenses, difficulties, complications, and
delays frequently encountered in connection with the formation of a
new business and the competitive environment in which we will
operate. In order to commence operations, we have to develop and
implement relationships with suppliers and customers that do not yet
exist. We have had no revenues to date and there can be no assurance
of future revenues. As a result of the start-up nature of our
business and the fact that we will incur start-up expenses, we
expect to sustain initial operating losses.
No
Assurances of Revenue or Profitability
We anticipate that
our primary source of revenue will come from the sale of our
pre-paid Internet access cards. However, we have not conducted any
marketing tests and do not know if people will purchase our pre-paid
Internet access cards. If people do not purchase a sufficient
number of Internet access cards, we will not generate enough
revenues to cover our overhead expenses and will not be profitable.
We need
additional capital
The market for
pre-paid Internet access cards is capital intensive and it will
require significant capital expenditures to complete and develop
this business. We expect to make significant capital expenditures
in the future to develop this business. If we are unable to secure
needed additional financing, if and when needed, it may limit our
ability to develop the pre-paid Internet access card business. In
the event that our plans or assumptions change or prove to be
inaccurate or if cash flow proves to be insufficient, due to
unanticipated expenses or otherwise, it may seek to minimize cash
expenditures and/or obtain additional financing in order to support
our plan of operations. Additional funding, whether obtained through
public or private debt or equity financing, or from strategic
alliances, may not be available when needed or may not be available
on terms acceptable to us
.
Our business
model is not proven
Our business plan,
based on the pre-paid Internet access cards, is relatively unproven.
In order for our business plan to suceed we must create a market
demand for our products, or, rather, successfully promote our
products as superior substitutes for products that have already
achieved market acceptance. Our likelihood of success depends
on our ability to develop these products and communicate effectively
their superiority to the marketplace. We must convince businesses
that use the Internet, that our Internet access cards have
competitive advantages to support marketing them. To be
successful, we must market our Internet access cards so that they
achieves market acceptance by our targeted potential customers
.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are included following the signature page to this Form 10-KSB.
ITEM 8. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
On June 6, 2002,
Anderson, Anderson & Song, L.C. ("AAS") resigned as our
independent certified public accountant. The report of AAS on our
consolidated financial statements for fiscal 2002, fiscal 2001 did
not contain an adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. Furthermore, AAS did not advise us that:
1) internal
controls necessary to develop reliable consolidated financial
statements do not exist, or
2) information has
come to the attention of AAS which made in unwilling to rely upon
Management's representations or made it unwilling to be associated
with the consolidated financial statements prepared by management,
or
3) the scope of
the audit should be expanded significantly, or information has come
to the attention of AAS that they have concluded will, or if further
investigated might, materially impact the fairness or reliability of
a previously issued audit report or the underlying consolidated
financial statements, or the consolidated financial statements
issued or to be issued covering the fiscal periods subsequent to
January 31,, 2002 (including information that may prevent it from
rendering an unqualified audit report on those consolidated
financial statements) or made in unwilling to rely on Management's
representations or to be associated with the consolidated financial
statements prepared by management or,
4) information has
come to the attention of AAS that they have concluded will, or if
further investigated might, materially impact the fairness or
reliability of a previously issued audit report or the underlying
consolidated financial statements or the consolidated financial
statements issued or to be issued covering the fiscal periods
subsequent to January 31, 2002 through June 7, 2002, the date of the
Form 8-K filing reporting the change in accountants, that had not
been resolved to the satisfaction of AAS or which would have
prevented AAS from rendering an unqualified audit report on such
consolidated financial statements.
During our two most
recent fiscal years and all subsequent interim periods through June
7, 2002, there were no disagreements with AAS on any matters of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the
satisfaction of AAS would have caused it to make reference to the
subject matter of the disagreements in connection with its reports
on these financial statements for those periods.
In
May
2002,
we engaged Baum & Company,
P.A.as our independent certified public accountant. Our decision to
engage new accountants was approved by our Audit Committee in
May
2002
.
We did not consult
with Baum & Company, P.A. regarding the application of
accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on our
financial statements, and no written or oral advice was provided by
Baum & Company that was a factor considered by us in reaching a
decision as to the accounting, auditing or financial reporting
issues.
.
ITEM 8A. CONTROLS
AND PROCEDURES
Evaluation of
Disclosure Controls and Procedures
We were not able
to carry out an evaluation, under the supervision and with the
participation of our management, including
Hamon
Francis Fytton, our Chief Executive
Officer and Chief Financial Officer , of the effectiveness of our
disclosure controls and procedures as of the end of January 31,
2003, the period covered by this Annual Report on Form 10-KSB
because the financial statements were prepared after the date of
this Annual Report. However, Hamon Francis Fytton did review our disclosure controls and procedures
as of December 15, 2004 and based on this evaluation, he has concluded that
our disclosure controls and procedures were effective in
accumulating and communicating to our management, including them,
material information required to be included in the reports we file
or submit under the Securities Exchange Act of 1934 as appropriate
to allow timely decisions regarding required disclosures.
Changes in
Internal Control over Financial Reporting
Based
on an evaluation, under the supervision and with the participation
of Hamon Francis Fytton, our Chief Executive Officer and Chief
Financial Officer, there has been no change in our internal control
over financial reporting during our last fiscal quarter, identified
in connection with the evaluation, that has materially affected, or
is reasonably likely to materially affect, our internal control over
financial reporting
ITEM 8B. OTHER
INFORMATION
We
did not file any reports on Form 8-K during the three month period
between October 31, 2002 through January 31, 2003.
PART III
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following table
sets forth certain information with respect to our executive
officers, directors and significant employees as of January 31,
2003.
|
Name
|
Age
|
Position
|
|
|
|
|
|
Hamon
Francis Fytton
|
53
|
Chief
Executive Officer, Chief Financial Officer
And
Chairman of the Board
|
|
Mark
Boye
r
|
54
|
Director
|
Mr.
Fytton has served as our Chief Executive Officer, Chief Financial
Officer and Director of Gold Entertainment since March 26, 2002.
Mr. Fytton has over 20 years experience in the computer industry,
commencing with Sperry Univocal in London, England and later in
their Chicago office. Having been involved in all aspects of the
computer industry notably as a Network Specialist with Xerox
Corporation, Software Product Manager for Crowntek Networks and
Product Manager with Microsoft Corporation, this demonstrates a firm
foundation in the computer industry. Mr. Fytton has also operated
Internet Web-sites for several years, has acted as an Internet
consultant and conducted seminars throughout the U.S. and Canada.
Most recently Mr. Fytton was the co-founder and Chief Technical
Administrator for the Internet Advisory Corporation, a public
corporation.
Marc
Boyer has served as our VP Technical Services and Director since
March 26, 2002. Marc Boyer is a graduate of the IHPST at the
University of Toronto, where he did his Master's work in the
development of communication technology and neurophysiology. He has
specialized in the use of Database technology and Interactive
Multimedia for Training and Business. He helped develop a startup
company Blue Owl Multimedia Inc that partnered with Philips
Electronics in Einhoven to create MPEG based interactive training
CD's using hyperscripts and real actors. This involved original
research on a new type of motion video GUI that was supported by the
National Research Council. He has worked for corporations and
colleges in the development of Internet based distance training
including the Humber College School of Hospitality. In addition Marc
is an experienced programmer who has also developed and delivered
training programs in VB, VBA, Cold Fusion, ASP and a number of other
application technologies.
Our directors serve
for a term of one year, or until their successors shall have been
elected and qualified. Our executive officers are appointed and
serve at the discretion of the Board of Directors. One of our
executive officers, Mr. Chan has an employment agreement with us.
BOARD COMMITTEES
We have an audit
committee consisting of Mr. Fytton and Mr. Boyer. The audit
committee recommends the engagement of independent auditors to the
board, initiates and oversees investigations into matters relating
to audit functions, reviews the plans and results of audits with our
independent auditors, reviews our internal accounting controls, and
approves services to be performed by our independent auditors..
DIRECTOR'S
COMPENSATION
Our directors did
not receive any compensation for serving on our Board of Directors
during fiscal 2003.
COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of
the Exchange Act requires our directors and executive officers and
person who own beneficially more than 10% of our common stock to
file reports of ownership and changes in ownership of such common
stock with the Securities and Exchange Commission, and to file
copies of such reports with us. Based s
olely on
a review of the copies of such reports furnished to the Company and
written representations that no other reports were required, the
Company believes that during the year ended January 31, 2003, its
officers, directors and 10% shareholders complied with all Section
16(a) filing requirements except Frances Fytton and Mark Boyer were
not timely in the filing of their Initial Statement of Beneficial
Ownership of Securities and Mr. Fytton filed a late Form 4
representing his contribution of Grillion shares to the Company, and
the previous officers and directors were not timely in filing their
reports indicating they were no longer subject to Section 16.
ITEM 10.
EXECUTIVE COMPENSATION
The following table
sets forth certain compensation information for the fiscal years
ended January 31, 2003, 2002 and 2001 with regard to Hamon Francis
Fytton, our Chief Executive Officer and Chief Financial Officer
since March 26, 2002 and Donald Brumlik, our President from December
31, 2001 through March 26, 2002.
|
Position
|
Year
|
Salary
|
Bonus
|
Other Compensation
|
|
Hamon Francis Fytton (1)
|
|
|
|
2003
|
$0
|
$0
|
$0
|
|
|
2002
|
$0
|
$0
|
$0
|
|
|
2001
|
$0
|
$0
|
$0
|
|
David Brumlik (2)
|
|
|
|
2003
|
$0
|
$0
|
$0
|
|
|
2002
|
$0
|
$0
|
$0
|
|
|
2001
|
$0
|
$0
|
$5,088,000
|
-
Mr. Fytton became
our Chief Executive Officer on March 26, 2002.
-
Mr. Brumlik
resigned as our Chief Executive Officer on March 26, 2002 when the
principals of Gold Entertainment acquired our company.
-
On August 31,
2001, we issued 1,600,000 shares of its common stock to Donald
Brumlik as compensation for his services to the Company which are
valued based on the fair market value on this date of $3.18 per
share.
OPTION GRANTS IN
FISCAL 2003
We did not grant
any options to any of our officers and directors during fiscal 2003.
Aggregated
Option Exercises In Fiscal Year Ended March 31, 2003 And Option
Values
None
of our officers and directors exercised any options during fiscal
2003.
EMPLOYMENT
AGREEMENTS
We do not have any
employment agreements with any of our executive officers during
fiscal 2003.
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table
set forth as of January 31, 2003, certain information concerning
beneficial ownership of our common stock by:
-all directors of
Gold Entertainment,
-all executive
officers of Gold entertainment.
-persons known to
own more than 5% of our common stock;
Unless otherwise
indicated, the address for each person is Gold Entertainment Group, Inc.,
2805 E. Oakland Park Blvd., Suite 363, Ft. Lauderdale, Florida
33306. As of January 31, 2003, we had 10,426,362 shares of our
common stock issued and outstanding. As used herein, the term
beneficial ownership with respect to a security is defined by Rule
13d-3 under the Securities Exchange Act of 1934 as consisting of
sole or shared voting power (including the power to vote or direct
the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition of) with respect to the
security through any contract, arrangement, understanding,
relationship or otherwise, including a right to acquire such
power(s) during the next 60 days. Unless otherwise noted, beneficial
ownership consists of sole ownership, voting and investment rights.
PEOPLE THAT OWN MORE THAN 5% OF GOLD'S ISSUED AND
OUTSTANDING COMMON STOCK
|
Shares
of
Common
Name
|
Percent
of
Common
Stock
|
Amount
of
Common
Stock
|
|
|
|
|
|
Hamon
Francis Fytton
CEO,
CFO and Director
|
48%
|
5,000,000.00
|
|
|
|
|
|
Mark
Boyer
Director
|
19%
|
2,000,000.00
|
|
|
|
|
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective
as of September 2, 2002, Hamon Francis Fytton, our CEO and majority
stockholders, donated 6 million shares to the company, which shares
were cancelled. As of January 31, 2003, Hamon Francis Fytton
advanced $81,400 to the Company for working capital. The loan is
unsecured and is non-interest bearing and has no maturity date.
Effective
as of September 30, 2002,
James
J. Reidy
, a consultant contributed
$194,832 to capital. This represents the balance of accrued
consulting fees outstanding. Additionally, this related party
received the rights to certain company owned patents and
intellectual property.
ITEM 13.
EXHIBITS
Exhibit 3.1
Articles of Incorporation of Advanced Medical Technologies, Inc.
filed with the Nevada Secretary of State on February 2, 1999
(incorporated by reference to Exhibit 2(a) of the Company's Form
10-5B filing on December 20, 1999).
Exhibit 3.2
Articles of Merger dated April 4, 2002 between AMT and Gold
Entertainment filed with the Nevada Secretary of State on April 5,
2002 (incorporated by reference to Exhibit 2.2 of the Company's
Current Report in Form 8-K filed with the SEC on April 17, 2002).
Exhibit 3.3 Bylaws
(incorporated by reference to Exhibit 2(B) of the Company's Form
10-5B filing in December 20, 1999).
Exhibit 10.1 Stock
Exchange Agreement dated March, 2002 by and between Advanced Medical
Technologies, Inc. and Gold Entertainment Group, Inc. (incorporated
by reference to Exhibit 2.1 of the Company's Current Report in
Form 2-K filed with the SEC on April 17, 2002).
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*
ITEM 14.
Principal Accountant Fees and Services
The following is a
summary of the fees billed to Gold Entertainment by Baum &
Company for professional services rendered for the fiscal years
ended January 31, 2003 and January 31, 2002, respectively:
-
|
Fee
Category
|
Fiscal 2003
|
|
Fiscal
2002
|
|
Audit Fees
|
$5,000.00
|
|
$5,000.00
|
|
Audit-Related
Fees
|
0
|
|
0
|
|
Tax Fees
|
0
|
|
0
|
|
All Other
Fees
|
|
|
|
|
|
|
|
|
|
Total Fees
|
$5,000.00
|
|
$5,000.00
|
Audit Fees.
Consists of fees billed for professional services rendered for
the audit of Gold Entertainment's consolidated financial
statements and review of the interim consolidated financial
statements included in quarterly reports and services that are
normally provided by Baum & Company in connection with statutory
and regulatory filings or engagements.
Audit-Related
Fees.
Consists of fees billed for
assurance and related services that are reasonably related to the
performance of the audit or review of Gold Entertainment's
consolidated financial statements and are not reported under "Audit
Fees." These services include employee benefit plan audits,
accounting consultations in connection with acquisitions, attest
services that are not required by statute or regulation, and
consultations concerning financial accounting and reporting
standards.
Tax Fees
.
Consists of fees billed for professional services for tax
compliance, tax advice and tax planning. These services include
assistance regarding federal and state tax compliance, tax audit
defense, customs and duties, mergers and acquisitions, and
international tax planning.
All Other Fees.
Consists of fees for products and services
other than the services reported above. In fiscal 2004, these
services included general business meetings between Baum &
Company and executives and directors of Gold Entertainment.
Policy on Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services
of Independent Auditors
The Audit
Committee's policy is to pre-approve all audit and permissible
non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax
services and other services. Pre-approval is generally provided for
up to one year and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a
specific budget. The independent auditors and management are
required to periodically report to the Audit Committee regarding the
extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services
performed to date. The Audit Committee may also pre-approve
particular services on a case-by-case basis.
SIGNATURES
In accordance with
the requirements of Section 13 and 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GOLD
ENTERTAINMENT GROUP, INC.
Prepared and Signed
Dated: December
21, 2004 By:
/s/ Hamon Francis Fytton
Hamon Francis
Fytton
Chief Executive Officer, Chief Financial Officer and
Director
(Principal
Executive Officer and Duly Authorized Representative)
In accordance with
the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
|
Signature
|
Capacity
|
Date
|
|
/s/
Hamon Francis Fytton
____________________
Hamon
Francis Fytton
|
Chief
Executive Officer, Chief
|
December 21, 2004
|
|
//s/
Hamon Francis Fytton
|
(Director)
|
December 21, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2003
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES
Organization
and Operations
The Company was
incorporated under the laws of the State of Nevada on February 3,
1999 with authorized common stock of
200,000,000 shares at $0.001 par value.
The Company was
organized formerly for the purpose of establishing a multimedia
internet bases
communication network between the healthcare industry manufacturers
and the key base managers in the
medical field to advertise and promote the manufacturers products.
As of March 26,
2002, the Company as a result of it abandonment of its patent rights
and termination of its previous
consulting agreements, will not pursue its previous business plan
involving multimedia internet bases. The company
intends to engage in the internet related business ventures.
On March 26,
2002, pursuant to the "Stock Exchange and Merger Agreement"
the Company consummated a "reverse
acquisition" and changed its name to Gold Entertainment Group,
Inc.
Basis
of Accounting
The Company's
policy is to prepare its financial statements using the accrual basis
of accounting in accordance with generally accepted
accounting principles. The Company has elected January 31 as its
annual year-end.
GOLD
ENTERTAINMENT GROUP INC.
(FORMERLY
ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2003
NOTE
1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use
of Estimates
The
preparation of financial statements in conformity with generally
accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Cash
and Equivalent
Cash
and cash equivalents include cash and cash in banks. The Company
maintains cash and cash equivalent balances at a financial
institution that is insured by the Federal Deposit Insurance
Corporation up to $100,000.
Organization
Costs
The
Company has incurred various expenditures in the formation of its
corporate and organizational structure. In accordance with SOP98-5
these costs will be expenses as incurred.
Revenue
Recognition
The
Company will recognize revenue upon completion of its services to be
rendered or delivery of products to its customers. The Company has
not generated revenues since inception
Development
Stage
The
Company is in its development stage. The Company since inception has
not commenced its operations, nor
has generated sufficient working capital to pursue its business
objectives. The accumulated deficit
during its development stage is approximately $660,000.
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 January 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
JANUARY
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 existing assets and their respective basis.
Deferred
assets and liabilities are measured using enacted tax rates in effect
for the year in which temporary differences are
expected to be recovered or settled. Under SFAS No. 109,
the effect on deferred assets and liabilities of a change in
tax rates is recognized in the period that includes
the enactment date.
Year
Ending January 31, 2003
Statutory
federal income tax rate and effective tax rate 34%
The
amount recorded as a deferred tax asset as of January 31, 2003,
approximately $660,000. The Company has established a 100% valuation
allowance against this deferred tax asset, as the Company has no
history of profitable operations.
The
Company has a net operating loss carry forward as of January 31,
2003 of approximately$ 660,000 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
GOLD
ENTERTAINMENT GROUP, INC.
(FORMERLY
ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2003
NOTE
3 - RELATED PARTY TRANSACTIONS
The
majority stockholder and officer of the Company advanced as of
January 31, 2003 $ 81,400 for working capital. This loan is
unsecured, non -interest bearing and has no maturity date.
Effective
September 30, 2002, a related party contributed to capital $
194,832. This represents the balance of accrued
consulting fees outstanding. Additionally, this related party
received the rights to certain company owned patents and
intellectual property.
NOTE
4 - MERGERS AND ACQUISITIONS
On
March 26, 2002, the Company entered into a merger agreement with
Gold Entertainment
Group,
Inc. (a Nevada Corporation). As part of the agreement, the Company
will divest itself of all its assets, a new Board of
Directors will be nominated and "Gold" shareholders shall
exchange their shares for the shares of
Advanced Medical Technology, Inc.
Additionally,
"Gold" will cease to exist and "Advanced" will be
the survivor corporation and will change its name
to Gold Entertainment Group, Inc.
The
stock for stock exchange will be a tax free transaction pursuant to
Internal Revenue Code Section 368(a)(1)(4). The
merger agreement was ratified by the Board of Directors on April 4,
2002.
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
GOLD
ENTERTAINMENT GROUP, INC.
(FORMERLY
ADVANCED MEDICAL TECHNOLOGIES, INC.)
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
JANUARY
31, 2003
NOTE
5 CAPITAL TRANSACTIONS (cont'd)
On
September 2, 2002 the Company President and majority shareholder of
the company donated 6 million shares back to the company
(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
Effective
September 30, 2002, a related party contributed to capital $
194,832. This represents the balance of accrued
consulting fees outstanding. Additionally, this related party
received the rights to certain company owned patents and
intellectual property.
NOTE
6 - GOING CONCERN
As
shown in the accompanying financial statements, the Company incurred
substantial net losses for the period February 3, 1999 to January
31, 2003. There is no guarantee whether the Company will be able to
generate enough revenue and/or raise capital to support those
operations. This raises substantial doubt about the Company's ability
to continue as a going concern.
Management
also states that they are confident that they can improve operations
and raise the appropriate funds to grow their underlying business and
acquire other businesses.
The
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
NOTE
7 - NEW ACCOUNTING PRONOUNCEMENTS
In
December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation" Transition and Disclosure 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 the 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 Company.