GOLD ENTERTAINMENT GROUP, INC. (GEGP.PK)
Since April, 2005, the Company has been inactive with no revenues and is currently seeking an acquisition or merger to bring an operating entity into the Company. The Company does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.
Gold Entertainment Group, Inc. was originally incorporated in the State of Nevada on March 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.
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Chief Executive Officer and Director
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President and Director
Hamon Fytton has been our President and a director since January, 2008. Mr. Fytton was the President and CEO upon acquisition 5 April 2002 when he obtained controlling interest from the previous management. Mr. Fytton has served continuously as a director of Gold Entertainment Group, Inc. since 5 April 2002 until the present. From 2007 to Jan 2008 Mr. Fytton resigned as an officer of the company in order to focus on other activities. He is currently the President and a Director of the company.
Brian Stetten has been our Chief Executive Officer and a Director since March 2007. Mr. Stetten also acted as President until January 2008 when Mr. Fytton returned as President. Prior to joining Gold Entertainment, Mr. Stetten has over 10 years experience in the securities field working for financial services companies and as an independent consultant.
Our executive offices are located at 23150 Sandalfoot Plaza Drive, Suite C, Boca Raton, Florida 33428. Our corporate website is http://www.goldentertainment.com/
GEGP - Last Reported Share Structure
GEGP - Share Structure as of January 6, 2011 per Transfer Agent
Outstanding Shares 8,981,501,513 as of January 6, 2011
Authorized Shares 25,000,000,000 as of January 6, 2011
Float 4,871,849,411 as of January 6, 2011
Restricted Shares 4,109,652,102 as of January 6, 2011 Certificate of Incorporation authorizes the issuance of up to 50 million (50,000,000) shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Currently, the Company has designated Series A of Preferred Stock. The Series A Preferred has 25,000,000 shares authorized and 5,000,000 shares were issued on March 1, 2010
Management currently owns approximately 40% of all the issued and outstanding common stock of the Company and 100% of the preferred stock issued and outstanding.
State of Florida, Department of State
Florida Profit Corporation GOLD ENTERTAINMENT GROUP, INC.
Document Number P07000096562
FEI/EIN Number N/A
Date Filed 08/28/2007
Effective Date 02/03/1999
Last Event REINSTATEMENT
Event Date Filed 03/20/2014
Event Effective Date NONE
1802 ALAFAYA TRAIL
ORLANDO, FL 32826
1802 ALAFAYA TRAIL
ORLANDO, FL 32826
Changed: 03/20/2014 State of Florida, Department of State
Company Contact Info Update
1802 Alafaya Trail
Orlando, FL 32826
Phone: 212-851-3154 Email: [email protected]
Request to Withdraw Registration Statement on Form S-1 Apr 28, 2010
Gold Entertainment Group, Inc. Files S1 Mar 3, 2010
FORM S-1 As filed with the Securities and Exchange Commission on March 2, 2010
This prospectus covers the resale by selling stockholders named on page 13 of up to 6,898,426,636 shares of our common stock.
Gold Entertainment Group Inc (All Company Filings)
Francis Fytton is also the CEO of IGSM.
WHAT IS A SHELL COMPANY?
A shell is a company that is incorporated, but generally has no significant assets or business operations. Shells typically trade on the Bulletin Board or Pink Sheet markets and were at one point operating entities before ceasing normal business activities. Shells on the Bulletin Board are more likely to regularly file with the Securities and Exchange Commission than Pink Sheet Shells. Shell companies are often involved in Reverse Merger Activities with private companies that desire to go public.
Reverse mergers occur when a shell company is purchased by a private firm seeking to become a public company. Consummating this type of transaction involves an exchange of information and shares
"When a firm "goes dark" it deregisters with the Securities and Exchange Commission (SEC) and delists its shares. Deregistered firms are no longer required to make SEC filings such as annual reports, proxies, 10-Ks, 10-Qs and other important documents. And they're no longer required to have annual meetings or elect outside directors.
To deregister, a firm files Form 15-12G (Securities Registration Termination) with the SEC stating its intent to deregister, usually by a certain date. Once that date arrives, the stock exchange or NASDAQ prohibits future trading in the shares. The firm's shares are then relegated to the pink sheets, where liquidity is usually much lower. Although the actual process takes some time, the firm's share price typically will decline immediately after the "going dark" announcement, since many institutions are prohibited from owning shares of firms that don't file with the SEC or trade on the exchanges or NASDAQ.
Shareholder Action Plan
The lessons here are several:
If a company you own announces plans to deregister, don't panic. If the fundamentals are intact, the shares are probably worth owning. Even in the less liquid pink sheets, shares of firms with improving fundamentals will appreciate. However, you should call the firm immediately to assess their plans for ongoing communication with outside shareholders. Ask the same questions we did of Southern Energy Homes-which gave the right answers. If you receive answers that indicate communication will be lessened, there may be some governance issues relating to the treatment of outside shareholders. For example, we would find it difficult to own shares of a company that provided only an annual report and had no annual meetings or election of directors.
Make sure the fundamentals are intact. Use the deregistration announcement as an opportunity to perform a thorough review of company prospects. Often a firm will deregister to help hide a deteriorating financial condition, bad accounting or other ailments
Fortune favors the bold. To be a successful investor you must have the courage of your convictions. That means if you've done your homework; don't be afraid to step up to the plate, especially in the face of consensus opinion that's going the other way.
WHAT IS A REVERSE MERGER WITH A PUBLIC SHELL?
A Reverse Merger is a transaction where by the private company shareholders may gain control of a public company by merging it in with their private company. The private company shareholders receive a substantial majority of the shares of the public company (normally 85% to 90% or more) and the control of the board of directors. The transaction can be accomplished in as little as two weeks, resulting in the private company becoming a public company. The transaction does not go through a review process with state and federal regulators because the public company has already completed the process. The transaction involves the private and shell company exchanging information on each other, negotiating the merger terms, and signing a share exchange agreement. At the closing the public shell company issues a substantial majority of its shares and the board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company and the private company is now public.
Upon completion of the reverse merger, the name of the shell company is usually changed to the name of the private company. If the shell company has a trading symbol it is changed to reflect the name change. An information statement, called an 8-K, must be filed within 4 days of the closing. The 8-K describes the newly combined company, stock issued, information of new officers and directors, a full description of the business, and financial statements audited to * US GAAP standards. The 8-K must disclose the same type of information that it would be required to provide in registering a class of securities under the Securities Exchange Act of 1934.
(See Sec Final Rule 33-8587, pdf file)
If the shell company is listed on the Bulletin board, the registered or "free trade" shares can continue to trade. The company can do a private placement immediately. To trade new shares offered by the public the newly combined public company must first register the shares with the SEC. This process takes three to four months and normally requires filing a Registration statement with the SEC under Reg. SB-2 or SB-1.
If the shell company does not have a symbol, an application for a symbol is usually made to the NASDAQ Bulletin Board. The application for a symbol requires filing a * Form 211
by a market maker that is a member of the NASD. The Bulletin Board has no financial requirements. A listing will be granted if the affairs of the company are in order and the company answers the questions posed by NASDAQ.
ADVANTAGES OF GOING PUBLIC THROUGH A
REVERSE MERGER OR A PUBLIC SHELL PURCHASE
- Increased Valuation: Typically publicly traded companies enjoy substantially higher valuations than private companies.
Capital Formation: Raising capital is usually easier because of the added liquidity for the investors, and it often takes less time and expense to complete an offering.
Acquisitions: Making acquisitions with public stock is often easier and less expensive.
Incentives: Stock options or stock incentives can be useful in attracting management and retaining valuable employees.
Financial Planning: Public company stock is often easier to use in estate planning for the principals. Public stock can provide a long term exit strategy for the founders.
Reduced Costs: The costs are significantly less than the costs required for an initial public offering.
Reduced Time: The time frame requisite to securing public listing is considerably less than that for an IPO.
Reduced Risk: Additional risk is involved in an IPO in that the IPO may be withdrawn due to an unstable market condition even after most of the up front costs have been expended.
Reduced Management Time: Traditional IPOs generally require greater attention from senior management.
Reduced Business Requirements: While an IPO requires a relatively long and stable earnings history, the lack of an earnings history does not normally keep a privately held company from completing a reverse merger.
Reduced Dilution: There is less dilution of ownership control, compared to a traditional IPO.
Reduced Underwriter Requirements: No underwriter is needed: (a significant factor to consider given the difficulty companies face in attracting an investment banking firm to commit to an offering.)
DISADVANTAGES OF BEING PUBLIC
EITHER VIA A REVERSE MERGER OR AN IPO
- Less Confidentiality: Complete financial disclosure is required to become publicly held.
More Public Reporting: Reporting expense is greater because of the need for full disclosure.
Ownership Dilution: Owners give up some equity percent.
Greater Time Involvement: Management must devote additional time to public company operations.
Greater Liability: More company visibility brings a higher level of liability exposure.
Increased Expense: Higher costs of regulatory compliance for audit, legal and investor relations.
* (GAAP) Generally Accepted Accounting Principles
Generally Accepted Accounting Principles (GAAP) is a term used to refer to the standard framework of guidelines for financial accounting used in any given jurisdiction; generally known as Accounting Standards. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing transactions, and in the preparation of financial statements.
* Filing a Form 211 to Receive a Trading Symbol
Rule 15c211 was designed to allow non-reporting public company's securities to be quoted on the National Association of Securities Dealers' ("NASD") Over-the-Counter Bulletin Board ("OTCBB") by filing some simple disclosures.
Now, companies seeking to obtain a quote on the NASD OTC/BB are required to file reports with the Securities and Exchange Commission ("SEC"), under Section 15D of the Securities Exchange Act of 1933 (the "Act"), as amended, or section 12G of the 1934 SEC Act. A company who has filed a registration statement with the SEC using an SB-1, SB-2, or Form 10, will become a reporting company when the SEC declares the registration statement effective. Once the company is reporting, it is eligible to have a market maker file a Form 211 with the NASD. The 211 must be approved by the NASD, which normally takes 3 to 6 months, before the company can trade its stock on the OTC/BB. The NASD will require 40 to 50 shareholders and sufficient public float to approve the 211 application.
If you need assistance in having a Form 211 filed with the NASD so that your company can trade on the OTCBB, we can help prepare that paperwork and introduce you to a market maker. Contact us for more information.