UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 10, 2020
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Gold Entertainment Group, Inc.
(Exact name of registrant as specified in its charter)
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Florida |
000-28571 |
98-0206212 |
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(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
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of Incorporation) |
File Number) |
Identification No.) |
429 W PLUMB LANE RENO, NV 89509
(Address of Principal Executive Office) (Zip Code)
561-927-0605
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
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 Former 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.
Item 3.03 Material Modification to Rights of Security Holders.
In connection with the Amended Agreement, a new provision was added to ITEM 2 CLOSING, as section (f) as follows.
(f) SELLER shall cause a share dividend to be made to its registered shareholders of record on or as soon as possible following the CLOSE of this Agreement. This dividend shall be made in a manner and time determined by the SELLER. The SELLER shall be responsible for all costs associated with this transaction. The SELLER shall exclude from the dividend, the Officers and Directors of the Company.
The specific rights and privileges are included in Exhibit 10.1 to this filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
10.1
AMENDMENT TO GEGP STOCK PURCHASE AGREEMENT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Date: September 10, 2020 |
Gold Entertainment Group, Inc. |
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By: |
/s/ Robert Schlegal |
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Robert Schlegal President |
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AMENDMENT TO GEGP STOCK PURCHASE AGREEMENT
A Stock Purchase Agreement was entered into on June 27, 2018, by and among IceLounge Media, Inc., a Wyoming Corporation, with a principal address of 429 W. Plumb Lane, Reno, NV, 89509 ("Buyer"), Hamon Francis Fytton an individual and director of Company (as defined herein) ("Fytton"), CAPITAL ADVISORY LLC. ("CAI") a Florida limited liability company (Known collectively as the owners of the SERIES A PREFERRED STOCK, the " Seller") and GOLD ENTERTAINMENT GROUP, INC. a public company with ticker symbol " GEGP" organized in the state of Florida (the " Company") (Buyer, Sellers and Company each a " Party" and collectively the " Parties").
This Agreement was later amended such that; " the Effective Date for the previously announced ICELOUNGE Agreement is amended to be August 10, 2018." This Agreement, and amendment, being filed with the SEC as two 8K's.
Under the Terms of the Agreement, CAI is owed seventy-five thousand dollars($75,000.00) following the Closing Date and registered as Preferred B Shares issued by GEGP and recorded with its Transfer Agent, being Island Stock Transfer of Clearwater, Florida.,
Whereas GEGP has offered to CAI, and mutually agreed upon, to lower the amount of the debt by Five Thousand Dollars ($5,000.00) which will be Five Thousand Dollars ($5,000) by wire transfer within two business days of the signing of this document, in reduction of Series B Preferred Stock .
Whereas CAI has agreed to notify GEGP's Transfer Agent of this transaction and reduce the number of Preferred B Shares from seventy-five thousand to seventy thousand, upon receipt of the funds.
Further the Agreement shall have the following ITEMS included in this Amendment.
ITEM 2 CLOSING
Adding:
(e) SELLER shall retain, following the Closing, the domain name GOLDENTERTAINMENT.com for its exclusive use. SELLER shall forward any email correspondence to CEO@, CORP@ to a new email address supplied by the BUYER for a period of one year, following the final payment owed to the BUYER, being paid in full per the Terms and Conditions of this Agreement and amendments.
(f) SELLER shall cause a share dividend to be made to its registered shareholders of record on or as soon as possible following the CLOSE of this Agreement. This dividend shall be made in a manner and time determined by the SELLER. The SELLER shall be responsible for all costs associated with this transaction. The SELLER shall exclude from the dividend, the Officers and Directors of the Company.
This Amendment shall be determined to be a Dependent Agreement as follows. The Dependent Agreements shall mean those agreements required to be executed concurrently with this Agreement, namely the Confidential Mutual Release Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 20th of August, 2020.
BUYER
IceLounge Media Inc.
By: Calvin Wong
SELLERS
CAPITAL ADVISORY LLC. Hamon Francis Fytton
By: Hamon Francis Fytton, Managing Member
By: Hamon Francis Fytton, an individual
COMPANY
GOLD ENTERTAINMENT GROUP, INC.
By: ROBERT SCHLEGEL - PRESIDENT & Director