GOLD ENTERTAINMENT GROUP INC - Quarter Report: 2003 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from _____ to_____

Commission File No. 0-28571

GOLD ENTERTAINMENT GROUP, INC.

(Exact name of Small Business Issuer as specified in its charter)

Nevada 98-0206212

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

2805 East Oakland Park Blvd., PMB 363

Ft. Lauderdale, FL 33306

(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (561) 927-0605

Check whether the issuer (1) filed all reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act during the past 12 months (or for such period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] NO

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common Stock ($.001 Par Value) 10,426,362

(Title of Class) Shares Outstanding as of April 30, 2003

Transitional Small Business Disclosure Format: [ ] YES [X] NO

INDEX

Part I FINANCIAL INFORMATION

ITEM 1. Financial Statements Page

Balance Sheet - April 30, 2003 (unaudited) - F-1

Statements of Operations (unaudited) - Three Months Ended April 30, 2003 and 2002 and for the period from February 3, 1999 (inception) until April 30, 2003 - F-2

Statements of Cash Flows - Three Months Ended April 30, 2003 and 2002 and for the period from

February 3, 1999 (date of inception) to April 30, 2003 - F-3

Notes to Consolidated Financial Statements - F-4

ITEM 2. Management's Discussion and Analysis or Plan of Operation 3

ITEM 3. Controls and Procedures 6

Part II - OTHER INFORMATION

ITEM 1. Legal Proceedings - Page 6

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3. Defaults Upon Senior Securities 8

ITEM 4. Submission of Matter to a Vote of Security Holders 8

ITEM 5. Other Information

Signatures - Page 9

Certifications - Pages 11-13

GOLD ENTERTAINMENT GROUP INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

APRIL 30, 2003

The accompanying notes are an integral part of the financial statements

F1

GOLD ENTERTAINMENT GROUP INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE PERIOD

FEB 3, 1999

(INCEPTION) THREE MONTHS ENDED

UNTIL APRIL 30

The accompanying notes are an integral part of the financial statements

F2

GOLD ENTERTAINMENT GROUP INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 30, 2003 AND 2002 AND FOR THE PERIOD

FEBRUARY 3, 1999, (DATE OF INCEPTION) TO APRIL 30, 2003

FOR THE PERIOD

FEB 3, 1999 THREE

(INCEPTION) MONTHS ENDED

UNTIL APRIL 30

The accompanying notes are an integral part of the financial statements

F3

GOLD ENTERTAINMENT GROUP INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 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 bas 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 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 at its annual year-end.

Interim Financial Information

The condensed unaudited interim financial statements included herein have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed financial statements and notes are presented as permitted on Form 10-SB and do not contain information included in the Company's annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulation, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed financial statements be read in conjunction with the January 31, 2003 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respect dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

These condensed unaudited financial statements reflect all adjustments, including normal recurring adjustments which, in the opinion of management, are necessary to present fairly the consolidated operations and cash flows for the periods presented. The results of operations for the periods ending April 30, 2003 and 2002 may not be indicative of a full years results.

F4

GOLD ENTERTAINMENT GROUP INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 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 July 31,2002, 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

APRIL 30, 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.

Three Months Ending April 30, 2003

Statutory federal income tax rate and effective tax rate 34%

The amount recorded as a deferred tax asset as of April 30,2003, is approximately

$658,000. 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 April 31, 2003 of approximately

$ 658,000 which is offset by a 100% valuation allowance due to the uncertainty surrounding the ultimate realization of these assets. The loss carry-forward expires progressively in 15 years from commencement in 1999

NOTE 3 - RELATED PARTY TRANSACTIONS

The majority stockholder and officer of the Company advanced as of April 30, 2003 $ 81,400 for working capital. This loan is unsecured, non -interest bearing and has no maturity date.

NOTE 4 - MERGERS AND ACQUISITIONS

Merger Agreement

On March 26, 2002, the Company entered into a merger agreement with Gold Entertainment

Group, Inc. (a Nevada Corporation). As part of the agreement, the Company will divest itself of all its assets, a new Board of Directors will be nominated and "Gold" shareholders shall exchange their shares for the shares of Advanced Medical Technology, Inc.

Additionally, "Gold" will cease to exist and "Advanced" will be the survivor corporation and will change its name to Gold Entertainment Group, Inc.

The stock for stock exchange will be a tax free transaction pursuant to Internal Revenue Code Section 368(a)(1)(4). The merger agreement was ratified by the Board of Directors on April 4, 2002.

NOTE 5 CAPITAL TRANSACTIONS

On March 25, 2002, the Board of Directors adopted a resolution for a 1 for 25 reverse split of the Company's common shares.

On March 26, 2002, the Company issued 9,210,000 shares of common stock pursuant to a Merger agreement

In March 2002, the Company sold 118,648 shares of common stock for $ 131,659

On September 2, 2002 the Company President and majority shareholder of the company, donated 6 million shares back to the 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

GOLD ENTERTAINMENT GROUP, INC.

(FORMERLY ADVANCED MEDICAL TECHNOLOGIES, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2003

NOTE 6 - GOING CONCERN

As shown in the accompanying financial statements, the Company incurred substantial net losses for the period February 3, 1999 to April 30, 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.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Quarterly Report on form 10-QSB contains forward-looking statements. Such forward-looking statements are generally accompanied by words such as "intends," "projects," "strategies," "believes," "anticipates," "plans," and similar terms that convey the uncertainty of future events or outcomes. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements.

OVERVIEW

We were incorporated under the laws of the State of Nevada on February 3, 1999. We were organized primarily for the purpose of establishing a website information system specializing in the medical industry.

This concept was terminated by management during the latter part of the year 2000 and all rights to the Company's previous website was transferred to the Company's former President, Irving Abrams.

In January 2001, we acquired from James J. Reidy an exclusive license to patents relating to technology that produces pure drinking water directly from the air. At this time, we entered into a consulting agreement with Mr. Reidy who will assist the Company in arranging for the manufacture and sale of WaterStar machines that are based on the 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 Marc 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. We 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 thee months ended April 30, 2003.

RESULTS OF OPERATIONS

We are a development stage company and have not had any revenues from the date of inception through April 30, 2003. Our business focus changed on March 26, 2002 when new management acquired control of our company. We are now focused on developing the business of providing pre-paid Internet access cards to be marketed through retail locations.

Our operating expenses were $300 during the three months ended April 30, 2003 and $26,783 during the three months ended April 30, 2002. Our operating expenses in the three months ended April 30, 2003 were related to transfer agent fees. Our operating expenses in the three months ended April 30, 2002 were expenses related to debt reduction.

Our net loss for the three months ended April 30, 2003 was $300 compared to a net loss of $26,783 during the three months ended April 30, 2002. Our net loss from inception, February 3, 1999 through April 30, 2003 is $660,476.

As of April 30, 2003, we do not have any cash on hand. Our total liabilities are $203,800 consisting of $122,400 in accounts payable and $81,400 due to our Chief Executive Officer for a loan that he advanced to our company in March 2002.

We have satisfied our capital requirements during this time period by related party contributions and expect to use director loans to finance our operations.

In connection with the Merger, we implemented a 1 for 25 reverse stock split of our common stock on February 25, 2002 and issued 9, 210,000 shares of our common stock to the shareholders of Gold Entertainment one day later. On September 2, 2002, Hamon Francis Fytton, our President and majority shareholder donated 6 million shares of our common stock to our company, which were subsequently cancelled. Effective as of September 26, 2002, we implemented a 2.5 for 1 forward stock split. As of April 30, 2003, we have 10,426,362 shares of our common stock issued and outstanding.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We did not prepare financial statements for the three months ended April 30, 2003 until November 2004 so we were not able to carry out an evaluation of the effectiveness of our disclosure controls and procedures as of April 30, 2003. However, Francis Fytton, our Chief Executive Officer and Chief Financial Officer, did conduct an evaluation as of December 14, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer was able to conclude that our disclosure controls and procedures were effective in accumulating and communicating to our management, material information required to be included in the reports we file or submit under the Securities Exchange Act of 1934 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 our management, 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not involved in any other litigation, other than those actions arising from the normal course of business, and for which management does not believe will have a material effect on the Company's operations, except for the matters described below:

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

1ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit 31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*

Exhibit 31.2. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*

Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

Exhibit 32.2. Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

*Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GOLD ENTERTAINMENT GROUP, INC.

Prepared and Signed

December 21, 2004 By: /s/ Hamon Francis Fytton

Hamon Francis Fytton

Chief Executive Officer, Chief Financial Officer and Director

(Chief Financial Officer and Duly Authorized by the Registrant)

EXHIBIT INDEX

Exhibit 31.1. Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*

Exhibit 31.2. Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*

Exhibit 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act*

Exhibit 32.2. Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*