UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: JANUARY 31, 2018

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 000-28571

Gold Entertainment Group Inc.

(Exact Name of Registrant as specified in its Charter)

429 W PLUMB LANE

RENO, NV 89509

 (Address of Principal Executive Offices)

954-440-4678

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨  No þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨  No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes þ  No  ¨   (2) Yes þ  No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨  No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   □

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ■ Yes □ No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of JULY 31, 2017, the last business day of the registrant's most recently completed second fiscal quarter: $918,150.

As of May 21, 2021, the Registrant had 9,181,501,513 Shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  NONE

TABLE OF CONTENTS

PART I

FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report about us that are not purely historical are forward-looking statements with respect to our goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions nationally and/or in the communities in which we may conduct business; changes in the interest rate environment; legislation or regulatory requirements; conditions of the securities markets; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; or other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices, among others.

Accordingly, results actually achieved may differ materially from expected results in these statements.  Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Item 1. Business.

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 31st.

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 currently actively seeking new business opportunities. During its operations, it had 11 full time employees.

On January 3, 2017 the Company filed a Form 10 with the Securities and Exchange Commission. Upon the effectiveness of the registration statement, 60 days following the filing date, we became subject to the information and periodic reporting requirements of the Securities Exchange

Act of 1934, as amended, and we are required to file periodic reports, proxy statements and other information with the Securities and Exchange Commission.

At the time, the Company had operations through its main office in Florida, and a Canadian subsidiary in Toronto, Ontario. None of the Company's operations are handled through its above listed website.

On June 27, 2018, Gold Entertainment Group, Inc. ("we" or "Company") entered into an agreement with IceLounge Media Inc., a Wyoming corporation ('ICELOUNGE"), (the "Agreement"). Pursuant to the terms of the Agreement, the Company authorized a new class of Preferred Shares. The new class, SERIES B Preferred Shares were issued as part of the payment due to the Company's CEO and Director, Mr. Fytton, for the acquisition of the Company's controlling block of Series A Preferred Stock, by ICELOUNGE; whose rights remain unchanged. Following conformation from the State of Florida of these changes, the Effective Date for the previously announced ICELOUNGE Agreement is amended to be August 10, 2018. On the effective date of August 10, 2018, Mr. Fytton resigned as an Officer and Director of the Company. The new Officers and Directors are as follows:

Robert Schlegel President and Director

James Kander Director

The Company is currently actively seeking new business opportunities or merger candidates.

Revenue

We have no revenues for the years ended January 31, 2017 and 2018 or through the date of this filing.

Our strategy is to seek an appropriate company as a working partner looking to develop new markets for its products or services. This may involve any of the following business strategies; licensing, co-ownership or distribution of a number of products and/or services suitable for the North American marketplace. The working partner company will have to provide proof to Management of its ability to sustain operations while expanding its market reach.

Employees

As of January 31, 2018 and through the date of this filing, we did not have any 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 and license products from companies that have existing revenue or are now operating under limited 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 a working business arrangement with the prospect. Our research has shown that there are potential products offered by companies in non-US markets that we believe have market potential in the US.

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 acceptable terms.

Our Chief Executive Officer, Hamon Francis Fytton, leads our evaluation process, consulting with professionals engaged by the Company. We expect to hire independent contractors to perform specialized functions on an as needed basis. The ongoing search has not been successful, nor have any independent contractors been engaged.

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.

Securities Exchange Act of 1934, as amended (the "Exchange Act") Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Company's shareholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the Company's shareholders.

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

On January 29, 2019, the Company filed a form 15-12G to relieve the necessity to continue to report to the Securities and Exchange Commission. This form 15-12G was amended on February 21, 2019.

Effect of the Company being considered a "Shell" and Rule 144.

Amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 Registration Statement with the SEC, along with required audited, interim and pro forma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, that limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions. These types of transactions are customarily referred to as "reverse" reorganizations or mergers in which the acquired Company's shareholders become the controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expenses that are normally avoided by reverse reorganizations or mergers.

Certain amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC's prior position limiting the tradability of certain securities of shell companies, including those that we may issue in any acquisition, reorganization or merger, and further limit the tradability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise whose management may wish to utilize the Company as a means of going public.

Any of these types of transactions, regardless of their particular prospects, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in Gold Entertainment Group, Inc. 4

Set forth below is a brief description of the background and business experience of our officer and sole director for the past five years.

Mr. Fytton has acted as our President, and/or Chief Executive Officer, Treasurer, Chief Financial Officer Secretary and member of our board of directors since April 5, 2002.

Mr. Fytton owns 36.8% of the outstanding shares of our common stock.

Gold Entertainment Group, Inc.

FINANCIAL STATEMENTS

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Gold Entertainment Group, Inc

(An Emerging Growth Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDING JANUARY 31, 2018 & 2017

CONTENTS

 

	Page(s)
Reports of Independent Registered Public Accounting Firms	F-1
Financial Statements:
Balance Sheets –  as of January 31, 2018 and 2017	F-2
Statements of Operations – For the years ending January 31, 2018 and 2017	F-3
Statements of Cash Flows – For the years ending January 31, 2018 and 2017	F-4
Statement of Stockholders’ Equity (Deficit) – For the years ending January 31, 2018 and 2017	F-5
Notes to Financial Statements	F6 – F-10

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Gold Entertainment Group, Inc.

Reno, NV

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Gold Entertainment Group, Inc. (the Company) as of January 31, 2018 and 2017, and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has no revenue-generating operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company's auditor since 2019.

Pinnacle Accountancy Group of Utah
(a dba of Heaton & Company, PLLC)
Farmington, Utah
April 26, 2021

F-1

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GOLD ENTERTAINMENT GROUP, INC.
BALANCE SHEETS
For the Years Ending January 31, 2018 & 2017
		January 31,
		2018		2017
ASSETS
Current Assets:
Cash		$2,250		$188
Total Current Assets		2,250		188
Total Assets		$2,250		$188
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Account payable and accrued expenses		$100		$100
Accrued management fees -Related parties		82,000		83,000
Note payable - Related parties		26,445		26,445
Stock subscription payable		18,600		18,600
Total Current Liabilities		127,145		128,145
Total Liabilities		127,145		128,145
Stockholders' Deficit:
Preferred stock, 50,000,000 authorized, no par value
Preferred stock, Class A Convertible Preferred Stock
25,000,000 shares authorized, no par value, 1,000,000 shares
issued and outstanding at January 31, 2017 and 2016		-		-
Common stock, $.0001 par value, 25,000,000,000 shares authorized;
9,181,501,513 shares issued and outstanding at
January 31, 2017 and 2016		918,150		898,150
Additional paid-in capital		2,016,394		1,992,394
Accumulated (deficit)		(3,059,439)		(3,018,501)
Total Stockholders' Deficit		(124,895)		(127,957)
Total Liabilities and Stockholders' Deficit		$2,250		$188

The accompanying footnotes are an integral part of these financial statements.

F2

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GOLD ENTERTAINMENT GROUP, INC.
STATEMENTS OF OPERATIONS
For the Years Ending January 31, 2018 & 2017
		Year Ended
		January 31,
		2018		2017
Revenues		$-		$-
Operating Expenses:
General and administrative		40,938		25,516
Total Operating Expenses		40,938		25,5166
Loss from Operations		(40,938)		(25,516)
Net Loss before taxes		(40,938)		(25,516)
Income taxes		-		-
Net Loss after taxes		$(25,516)		$(36,708)
Net Income/(Loss) per share - Basic and Diluted		$(0.00)		$(0.00)
Weighted Average Shares Outstanding:
Basic and Diluted		9,147,528,910		8,981,501,513

The accompanying footnotes are an integral part of these financial statements.

F3

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GOLD ENTERTAINMENT GROUP, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the Years Ended January 31, 2018 and 2017
									Additional				Total
	Preferred Stock				Common Stock				Paid-in		Accumulated		Shareholders'
	Shares		No Par Value		Shares		Par Value		Capital		Deficit		Deficit
Balance, February 1, 2016	1,000,000		$-		8,981,501,513		$898,150		$1,992,394		$(2,992,985)		$(102,441)
Net (loss) for the year ended January 31, 2017	-		-		-		-		-		(25,516)		(25,516)
Balance, January 31, 2017	1,000,000		$-		8,981,501,513		898,150		1,992,394		(3,018,501)		(127,957)
Common stock issued for acquisition of software license	-		-		200,000		20,000		-		-		20,000
Forgiveness of debt to related party	-		-		-		-		-		$24,000		$24,000
Net (loss) for the year ended January 31, 2018	-		-		-		-		-		(40,938)		(40,938)
Balance, January 31, 2018	1,000,000		$-		9,181,501,513		$918,150		$2,016,394		$(3,059,439)		$(124,895)

The accompanying footnotes are an integral part of these financial statements.

F4

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GOLD ENTERTAINMENT GROUP, INC.
STATEMENTS OF CASH FLOWS
Years Ended January 31, 2018 and 2017
			For the Years		Ended January 31
		2018				2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)		$	(40,938	)		$	(25,516)
Adjustments to reconcile net income/(loss) to net cash used in operating activities:
Amortization of intangible assets			3,333				-
Impairment of intangible assets			16,667				-
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease in prepaid expenses			400				-
Increase in accounts payable and accrued expenses			-				100
Increase in accounts payable and accrued expenses-Related Parties			10,000				24,000
NET CASH (USED) IN OPERATING ACTIVITIES			(10,938)				(1,016)
CASH FLOWS FROM INVESTING ACTIVITIES			-				-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party loan			38,500				24,000
Repayments of related party loan			(25,500)				(25,898)
NET CASH (USED) FOR FINANCING ACTIVITIES			13,000				(1,898)
NET INCREASE (DECREASE) IN CASH			2,062				(2,914)
CASH AT BEGINNING OF PERIOD			188				3,102
CASH AT END OF PERIOD		$	2,250			$	188
SUPPLEMENTAL DISCLOSURE CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-
Non-cash investing and financing activities:		$	24,000			$	-

 

 

The accompanying footnotes are an integral part of these financial statements.

 

F5

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GOLD ENTERTAINMENT GROUP, INC
NOTES TO FINANCIAL STATEMENTS
January 31, 2018 and 2017

NOTE 1 - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION

Nature of Organization

Gold Entertainment Group, Inc. ("Gold" or the "Company") was originally incorporated in the State of Nevada on February 3, 1999 under the name Advanced Medical Technologies, Inc. The Company was organized formerly for the purpose of establishing a multimedia internet-based communication network between the healthcare industry manufacturers and the key base managers in the medical field to advertise and promote the manufacturers's products. As a result of the abandonment of its patent rights and termination of its previous consulting agreements, as of March 26, 2002, the Company decided not to pursue its previous business plan involving multimedia internet bases. On March 26, 2002, the Company consummated a "reverse acquisition" and changed its name to Gold Entertainment Group, Inc. On August 28, 2007, the Company filed a certificate of domestication with the State of Florida whereby the Company became a Florida corporation. Simultaneously, the Company's capital structure was increased to 25,000,000,000 common shares having a par value of $0.0001 per share and 50,000,000 preferred shares having no par value per share.

The Company's current business plan is primarily to serve as a vehicle for the acquisition of, or merger or consolidation with, another company (a "target business"). The Company intends to use its capital stock, debt, or a combination of these to effect a business combination with a target business which management believes has significant growth potential.

Basis of Presentation

The financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP").

Reclassifications

Certain reclassifications were made to the prior year consolidated financial statements to conform to current year presentations. There was no effect on loss per share.

NOTE 2 - GOING CONCERN

Gold's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Gold has accumulated net losses through January 31, 2018 in the amount of $3,059,439. This factor raises substantial doubt as to Gold's ability to obtain debt and/or equity financing and achieve profitable operations. Gold's management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, Gold will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that Gold will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support Gold's working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, Gold will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, Gold may be required to curtail its operations.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent liabilities and assets at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates include the valuation allowance on deferred tax assets.

Cash and Cash Equivalents

The Company considers all short-term highly liquid investments with an original maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents at January 31, 2018 or 2017.

Fair Value of Financial Instruments

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets and liabilities in active markets;

Level 2 - Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and;

Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The carrying amounts of financial instruments, including cash and cash equivalents, accounts payable, accrued expenses, and the amounts due to related parties, approximated fair value as of January 31, 2018 and 2017 because of the relative short-term nature of these instruments.

Shares for Services and Other Assets

The Company accounts for stock-based compensation based on the fair value of all option grants or stock issuances made to employees or directors on or after its implementation date, as well as a portion of the fair value of each option and stock grant made to employees or directors prior to the implementation date that represents the unvested portion of these share-based awards as of such implementation date, to be recognized as an expense, as codified in ASC 718. The Company calculates stock option-based compensation by estimating the fair value of each option as of its date of grant using the Black-Scholes option-pricing model. These amounts are expensed over the respective vesting periods of each award using the straight-line attribution method. Compensation expense is recognized only for those awards that are expected to vest, and as such, amounts have been reduced by estimated forfeitures. The Company has historically issued stock options and vested and no vested stock grants to employees and outside directors whose only condition for vesting has been continued employment or service during the related vesting or restriction period.

Software License

On April 30, 2017, the Company obtained a 3-year license from an unrelated software developer and acquired an option to purchase certain computer software and other related intellectual property valued at $20,000 in exchange for 200,000,000 shares of the Company's common stock. The recorded value of the license of $20,000 represents the publicly-quoted fair market value of the Company's common stock at the time of the acquisition and was treated as a non-current asset on the Company's balance sheet subject to amortization over a 3-year period. As of October 31, 2017, management determined that the software had no future utility and therefore recorded a charge to income to fully impair the software license resulting in a net value of $0 for the software license as of October 31, 2017

F-6

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Income taxes

The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company's balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company's valuation allowance in a period are recorded through the income tax provision on the statements of operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 74010, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Basic and Diluted Net Loss Per Common Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of stock options and convertible debt and equity instruments, and are excluded from the computation if their effect is anti-dilutive. There were no potentially dilutive items outstanding during the years ended January 31, 2018 or 2017. Concentrations of Credit Risk


Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's financial statements upon adoption. No new pronouncements that would affect these financial statements had been issued during or subsequent to the issuance of these financial statements.

From time to time during the years ended January 31, 2018 and 2017, advances were made to and from the Company's current President (also a significant stockholder), an entity owned 100% by this individual, and another significant shareholder of the Company. These advances are due on demand in nature, non-interest bearing and are the primary source of funding for the Company. During the years ended January 31,2018 and 2017 the Company received proceeds of $38,500 and $24,000 respectively, and made repayment of $25,500 and $25,898, respectively, resulting in related part loan balances of $26,445 and $26,445 at January 31, 2018 and 2017, respectively. The Company also accrued $10,000 and $24,000 in management fees with it officers and directors during the years ended January 31, 2018 and 2017, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

Due to related parties	Year Ended January 31, 2018	Year Ended January 31, 2017
Beginning balance	$109,445	$87,343
Accrued consulting fees	10,000	24,000
Repayments made to related party	(25,500)	(25,898)
Proceeds received from related party	38,500	24,000
Forgiveness of related party debt	(24,000)	-
Ending balance	$108,445	$109,445

On January 31, 2018, accrued fees in the amount of $24,000 was forgiven by the related party to enhance the marketability of the Company as it seeks to pursue its current business plan. This amount has been recorded as an increase to additional paid-in capital. As a result the Company owed accrued management fees of $82,000 and $83,000 at January 31,2018 and 2017, respectively.

NOTE 5 - STOCKHOLDERS' DEFICIT

Common Stock

The Company is authorized to issue 25,000,000,000 shares of common stock, $.0001 par value. There were 9,181,501,513 and 8,981,501,513 shares issued and outstanding at January 31, 2018 and 2017, respectively. The Company issued 200,000,000 (Note 3 - Software License) and 0 shares of common stock during the years ended January 31, 2018 and 2017, respectively.

Preferred Stock

The Company is authorized to issue 50,000,000 shares of preferred stock as described below:

Total Series Class A Preferred Stock, 25,000,000 shares authorized, no par value. 1,000,000 shares issued and outstanding at January 31, 2018 and 2017. Such shares were issued, in prior years, at a de minimis value . Voting as 5,000 shares of common stock for each preferred share outstanding. No dividends. No conversion factor.

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NOTE 6 - INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of January 31, 2018 and 2017, we had no accrued interest or penalties related to uncertain tax positions.

On December 22, 2017 the Tax Cuts Act (TCJA) was signed into law by the President of the United States, TCJA is a tax reform act, that, among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company utilized the using the new corporate tax rate of 21% and the state tax rate of 5.5% for the years ended January 31, 2018 and 2017.

The provision (benefit) for income taxes for the years ended January 31, 2018 and 2017 consists of the following:

		Year	2018	2017
		Federal	$8,597	$5,358
		State	$2,252	$1,403
		Change in valuation allowance	(10,849)	(6,761)
		Deferred tax asset	$ -	$ -

Net deferred tax assets consist of the following components as of January 31, 2018 and 2017:

		Year	2018	2017
		Net Operating Loss carry forward
		(at 26.5%)	$810,751	$799,902
		Valuation allowance	(810,751)	(799,902)
		Net deferred tax asset	$ -	$ -

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 21% and 5.5%, respectively, to pretax income from continuing operations for the year ended January 31, 2018 and 2017, respectively.
The Company has unused net operating loss carry forwards for income tax purposes totaling approximately $3,059,439 and $3,018,501 at January 31, 2018 and 2017, respectively, expiring through the year 2036 subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. In accordance with certain provisions of the Tax Reform Act of 1986 a change in ownership of greater than fifty (50%) percent of a corporation within a three (3) year period will place an annual limitation on the corporation's ability to utilize its existing tax benefit carry forwards. 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 carry forwards 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.

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NOTE 7 - COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of January 31, 2018 and 2017, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

NOTE 8 - SUBSEQUENT EVENTS

In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statements were issued, and noted the following item requiring disclosure:

Change in Control

On June 27, 2018, and amended on August 20, 2020, Gold Entertainment Group, Inc. entered into an agreement ("Agreement") with IceLounge Media Inc., a Wyoming corporation ("ICELOUNGE"),. Pursuant to the terms of the Agreement, the Company transferred all of the 1,000,000 shares of our Series A preferred stock owned by Hamon Fytton and Capital Advisory, LLC., a company controlled by him, (the "Preferred Stock"), which Preferred Stock has super voting rights. At the same time Hamon Fytton, our President and chief executive officer and sole director resigned his position as an officer of the Company. Mr. Fytton shall continue to serve as a Director until further notice; (ii) Two new Officers and Directors were appointed; as President, Secretary and Director Robert Schlegal; and James Kander as Director. As a result of the foregoing, ICELOUNGE and its shareholders, by virtue of the ownership of the Preferred Stock has become our controlling shareholder.

Mr. Calvin Wong is the majority shareholder, owning 52% of IceLounge prior to the signing of this Agreement. As a result of the Agreement described above, ICELOUNGE has become our controlling shareholder. It owns all 2,000,000 issued and outstanding shares of our Series A preferred stock, which votes, together with our common stock at a ratio of 100 to 1. Prior to this agreement 1,000,000 shares of Class A Preferred Stock was outstanding, with the execution of the agreement an additional 1,000,000,000 shares of this Class of Preferred Stock was issued at no additional value.

The "Stock subscription payable" in the amount of $18,600 was also settled in full at the closing date. The full payment was made by a third party.

Preferred Stock

On August 8, 2018 the Company filed form 8-K stating that the Company had designated a new Class B of convertible preferred stock consisting of 75,000 shares having a $1.00 par value, no rights to dividends, even parity with the Corporation's common stock with regards to liquidation of assets, and rights to convert into common stock based on a formula as follows. Each Series B convertible preferred share shall be convertible into the same dollar value of common shares, rounded up to nearest whole share, at a price calculated to be 50% of the ten-day (10 day) average trading price immediately prior to conversion. There have been no conversions of the Series B convertible preferred stock as of the date of this filing. There were 75,000 shares of Series B Preferred Stock issued upon the closing and change of control on June 27, 2018. The value of the transaction was stated at $1.00 per share and was in exchange for the Series A Preferred Stock owned by Mr. Hamon Fytton.

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