THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THESE LAWS. THE COMMON SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY AUTHORITY NOR HAS THE COMMISSION OR ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

2

TABLE OF CONTENTS

4

FORWARD LOOKING STATEMENTS

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY'S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS ESTIMATE,PROJECT, BELIEVE, ANTICIPATE AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

About This Form 1-A and Offering Circular

In making an investment decision, you should rely only on the information contained in this Form 1-A and Offering Circular. The Company has not authorized anyone to provide you with information different from that contained in this Form 1-A and Offering Circular. We are offering to sell, and seeking offers to buy the Shares only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this Form 1-A and Offering Circular is accurate only as of the date of this Form 1-A and Offering Circular, regardless of the time of delivery of this Form 1-A and Offering Circular. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other documents are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.

5

SUMMARY OF INFORMATION IN OFFERING CIRCULAR

As used in this prospectus, references to the Company, company, we, our, us, The Company, or Company Name refer to GOLD ENTERTAINMENT GROUP, INC., unless the context otherwise indicated.

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

6

7

8

COVID-19 Risks Related to the Company

The COVID-19 pandemic poses specific risks related to our Company

The COVID-19 pandemic poses specific risks related to our Company. Specifically it makes it difficult for us to evaluate specific business opportunities, visit certain areas easily, meet with potential investors and joint venture partners. Some investment companies may also determine that because we are a company with limited revenue and assets, that we will delayed unreasonably in our ability to create new products and expand in a timely manner. This may influence them in a negative manner and make decisions based on those estimates of our potential future performance.

We intend to pursue business expansion via acquisition. With these existing opportunities, there may be unforeseen delays and late payments due to COVID-19. This may reduce our ability to obtain investment financing for those opportunities. This will require the Company to acquire these opportunities being asked to agree to unreasonable terms or abandon those opportunities altogether. This will increase our cost and create delays in acquiring opportunities.

There is, however, a potential upside to the COVID-19 disruption. If we can obtain the confidence of investors, we may be able to target opportunities where the income has been delayed or disrupted by the pandemic. We would typically have to make a fast offer on such opportunities in order to negotiate a sale. We would expect to obtain such opportunities at a discount relative to a normal market appraisal.

In either case the COVID-19 pandemic will cause continued disruption in the consumer market for an unknown time period. This may result in the delays in the Company's operations.

ITEM 2. RISK FACTORS

Investing in our shares involves risk. In evaluating the Company and an investment in the shares, careful consideration should be given to the following risk factors, in addition to the other information included in this Offering circular. Each of these risk factors could materially adversely affect The Company's business, operating results or financial condition, as well as adversely affect the value of an investment in our shares. The following is a summary of the most significant factors that make this offering speculative or substantially risky. The company is still subject to all the same risks that all companies in its industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company

Our having generated no revenue in the past year, makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

As of June 30, 2021, we have not generated any revenues of for the six months ended June 30, 2021 as well as the six months ended June 30, 2020. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Because of the related uncertainties, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues and expenses. If we make poor budgetary decisions as a result of unreliable data, we may never become profitable or incur losses, which may result in a decline in our stock price.

The company has realized significant operating losses to date and expects to incur losses in the future

The company has operated at a loss since inception, and these losses are likely to continue. The Company's net loss for the period ending June 30, 2021 is $51,608. Until the company achieves profitability, it will have to seek other sources of capital in order to continue operations.

The Company has limited capitalization and a lack of working capital and as a result is dependent on raising funds to grow and expand its business.

The Company lacks sufficient working capital in order to execute its business plan. The ability of the Company to move forward with its objective is therefore highly dependent upon the success of the offering described herein. Should we fail to obtain sufficient working capital through this offering we may be forced to abandon our business plan.  

Because we do not have a recent history of operations we may not be able to successfully implement our business plan.

We are a public company trading under the symbol GEGP. We have limited recent operational history, accordingly, our future operations are subject to similar risks inherent in the establishment of a new business enterprise, including access to capital, successful implementation of our business plan and generating revenue from operations. We cannot assure you that our intended activities or plan of operation will be successful or result in revenue or profit to us and any failure to implement our business plan may have a material adverse effect on the business of the Company.

9

We are a publicly traded corporation with over ten years of operating history, however we may not be able to successfully operate our business or generate sufficient operating cash flows to make or sustain distributions to our stockholders.

Our growth strategy could fail or present unanticipated problems for our business in the future, which could adversely affect our ability to make acquisitions or realize anticipated benefits of those acquisitions. Our financial condition, results of operations and ability to make or sustain distributions to our stockholders will depend on many factors, including:

  We are dependent on funding from our Officers and Directors and the sale of our securities to fund our operations.

We are dependent on funding from our Officers and Directors and the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our Officers and Directors have not made any written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees. There can be no guarantee that we will be able to successfully sell our equity securities. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

The Company is dependent on key personnel and loss of the services of any of these individuals could adversely affect the conduct of the Company's business.

Our business plan is significantly dependent upon the ability to hire and retain qualified individuals and key personal, who may be appointed as officers and directors, and their continued participation in our Company. It may be difficult to replace any of them at an early stage of development of the Company. The loss by or unavailability to the Company of their services would have an adverse effect on our business, operations and prospects, in that our inability to replace them could result in the loss of yourinvestment. There can be no assurance that we would be able to locate or employ personnel to replace any of our officers, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace our officers we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

10

The Company may not be able to attain profitability without additional funding, which may be unavailable.

The Company has limited capital resources. Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available in the event we do not generate sufficient funds from operations.

Risks Relating to Our Business

The profitability of attempted acquisitions and other business developments is uncertain.

We intend to acquire and develop new marketing technologies and companies selectively. The acquisition and development of these technologies entails risks that investments may fail to perform in accordance with expectations. In undertaking these projects, we will incur certain risks, including the expenditure of funds on, and the devotion of management's time to, transactions that may not come to fruition. Additional risks inherent in the projects include risks that the intended advertisers will not accept our new products and may not achieve additional anticipated sales using these new products. As a result capital expenditure used to develop these new products, may be amortized over a much longer time than expected. Expenses may be greater than anticipated.

Some of our investments may be illiquid.

Because some of our investments may be illiquid, our ability to vary our portfolio promptly in response to economic or other conditions will be limited. This is because there may be apprehension among investors in general, because of relative newness pf the companies we attract as investments or acquisition. The foregoing and any other factor or event that would impede our ability to respond to adverse changes in the performance of our investments could have an adverse effect on our financial condition and results of operations.

11

Risks Relating to Our Business - continued

Our opportunities may not be diversified.

Our potential profitability and our ability to diversify our investments may be limited, both geographically and by type of opportunities purchased. We will be able to purchase or develop additional opportunities only as additional funds are raised and only if owners of businesses accept our stock in exchange for an interest in the target business. Our opportunities may not be well diversified and their economic performance could be affected by changes in local economic conditions.

Competition with third parties for opportunities and other investments may result in our paying higher prices for opportunities which could reduce our profitability and the return on your investment.

We compete with many other entities engaged in brand development and investment activities, including individuals, corporations, REITs, and limited partnerships, many of which have greater resources than we do. Some of these investors may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investments may increase. Any such increase would result in increased demand for these assets and increased prices. If competitive pressures cause us to pay higher prices for opportunities, our ultimate profitability may be reduced and the value of our opportunities may not appreciate or may decrease significantly below the amount paid for such opportunities. At the time we elect to dispose of one or more of our opportunities, we will be in competition with sellers of similar opportunities to locate suitable purchasers, which may result in us receiving lower proceeds from the disposal or result in us not being able to dispose of the property due to the lack of an acceptable return. This may cause you to experience a lower return on your investment.

The Company may not be able to effectively control the timing and costs relating to the acquisition opportunities, which may adversely affect the Companys operating results and the its ability to make a return on its investment or disbursements of dividends or interest to our shareholders.

Nearly all of the opportunities to be acquired by the Company will require some level of capital expenditure immediately upon their acquisition or in the near future. The Company may acquire opportunities that it plans to extensively develop and require significant capital infusion. The Company also may acquire opportunities that it expects to be in good standing and operations, but has problems that require extensive capital expenditure to fix.

If the Companys assumptions regarding the costs or timing of business improvements prove to be materially inaccurate, the Companys operating results and ability to make distributions to our Shareholders may be adversely affected.

The Company has not yet identified any specific opportunities to acquire or improve with net proceeds of this offering, and you will be unable to evaluate the economic merits of the company's investments made with such net proceeds before making an investment decision to purchase the Companys securities.

The Company will have broad authority to invest a portion of the net proceeds of this offering in any opportunities the Company may identify in the future, and the Company may use those proceeds to make investments and improvements with which you may not agree. You will be unable to evaluate the economic merits of the Company's opportunities before the Company invests in them and the Company will be relying on its ability to select attractive investment opportunities. In addition, the Company's investment policies may be amended from time to time at the discretion of the Company's Management, without out notice to the Company's Shareholders. These factors will increase the uncertainty and the risk of investing in the Company's securities.

12

Risks Related to Our Securities

There is a limited established trading market for our Common Stock and if a trading market does not develop, purchasers of our securities may have difficulty selling their securities

GEGP is a non-reporting company as defined by the SEC. It does not presently, as of the date of this prospectus, file periodic reports with the SEC. It is quoted on the OTC Markets as a PINK sheet company. There is a limited established public trading market for our Common Stock and an active trading market in our securities may not develop or, if developed, may not be sustained.  While we intend to seek a quotation on a major national exchange or automated quotation system in the future, there can be no assurance that any such trading market will develop, and purchasers of the common stock may have difficulty selling their common stock. No market makers have committed to becoming market makers for our common stock and none may do so.

The offering price of the Shares being  offered herein has been arbitrarily determined by us and bears no relationship to any criteria of value; as such, investors should not consider the offering price or value to be an indication of the value of the shares being registered.

Currently, there is a limited public market for our Shares. The offering price for the Shares being registered in this offering has been arbitrarily determined by us and is not based on assets, operations, book or other established criteria of value.  Thus, investors should be aware that the offering price does not reflect the market price or value of our common shares.

We may, in the future, issue additional shares of Common Stock, which would reduce the investor's percentage of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 25,000,000,000 shares of Common Stock; up to 50,000,000 shares of Preferred Stock. As of the June 30, 2021, the Company has 9,181,501,513 shares of Common Stock, and 2,055,000 shares of Preferred Stock, issued and outstanding. If we sell the entire 200,000,000 shares of Common Stock in this Offering, we will have 9,381,501,513 shares of Common Stock issued and outstanding. Accordingly, we may issue additional shares of Common Stock at a later date to employees or for services. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

13

We are publicly traded company and we may finance our business through debt at a future date

As with other public companies, we may choose, from time to time, to finance our business through the sale of stock or promissory notes collateralized by our common stock We may also acquire debt in the form of mezzanine or bridge financing. We may borrow such funds from a traditional bank, or non-bank third party. We hope to finance acquisitions mostly with the sale of our common stock in this offering. As a result, our balance sheet may be unduly leveraged and if we cannot sell or liquidate our opportunities, we will be burdened by debt service, including, but not limited to payment of principal and interest and other fees.

We are subject to compliance with securities law, which exposes us to potential liabilities, including potential rescission rights.

We may offer to sell our common stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act of 1933, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to rely upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which it has relied, we may become subject to significant fines and penalties imposed by the SEC and state securities agencies.

14

ITEM 3. DILUTION

If you invest in our shares, your interest will be diluted to the extent of the difference between the offering price per share of our common stock in this offering and the as adjusted net tangible book value per share of our capital stock after this Offering. The following table demonstrates the dilution that new investors will experience relative to the Company's net tangible book value as of June 30, 2020. Net tangible book value is the aggregate amount of the Company's tangible assets, less its total liabilities. The table presents three scenarios: a $0.5 million raise ($525,000) from this Offering, a $1,050,000 raise from this Offering and a fully subscribed $2,100,000 million raise from this Offering.

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor's stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, a venture capital round, angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, convertible notes, preferred shares or warrants) into stock. If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before.

The company has authorized and issued Common stock and two classes of Preferred Stock. Therefore, all of the company's current shareholders and the investors in this Offering will experience the same dilution if the company decides to issue more shares in the future.

NOTE: As of the date of this offering, 2,055,000 of both classes of Preferred stock has been issued.

15

ITEM 4. PLAN OF DISTRIBUTION

We are offering a maximum of 200,000,000 Common Shares with no minimum, on a best efforts basis. We will sell the shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our shares using our best efforts and no one has agreed to buy any of our shares. This prospectus permits our existing, and future, officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they may sell. There is currently no plan or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officers and directors will sell the shares and intend to offer them to friends, family members and business acquaintances. There is no minimum amount of shares we must sell; so no money raised from the sale of our shares will go into escrow, trust or another similar arrangement.

The shares are being offered by the Company. The Company will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to sell the shares. No sales commission will be paid for shares sold by the Company. None of our Officer and Directors are subject to a statutory disqualification and are not associated persons of a broker or dealer.

Additionally, our Officer and Directors perform substantial duties on behalf of the registrant other than in connection with transactions in securities. None has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and they have not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act of 1934.

The offering will terminate upon the earlier to occur of: (i) the sale of all 200,000,000 shares being offered, or (ii) 365 days after this Offering Circular is declared qualified by the Securities and Exchange Commission or (iii) or the decision by Company management to deem the offering closed.

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

16

ITEM 5. USE OF PROCEEDS TO ISSUER

We estimate that, at a per share price of $0.003, the net proceeds from the sale of the 200,000,000 shares in this Offering will be approximately $1,940,000, after deducting the estimated offering expenses of approximately $60,000.

Purpose of Offering

We will utilize the net proceeds from this offering to identify and acquire business opportunities and to develop our products. Some funds will be used for operating expenses and other expenses.

We have made allowance for the expenses to file and become an SEC Reporting Company, and therefore be required to file reports periodically with the Securities and Exchange Commission under section 12, 13 or 15(d) of the Securities Exchange Act of 1934.

Accordingly, we expect to use the net proceeds, estimated as discussed above as follows, if we raise the maximum offering amount:

(1) "Acquisition Costs" are costs related to the selection and acquisition of opportunities, including financing and closing costs. These expenses include but are not limited to travel and communications expenses, legal and accounting fees and miscellaneous expenses. The presentation in the table is based on the assumption that we will always finance the acquisition of opportunities whenever posable.

(2) Offering Expensesinclude projected costs for Legal and Accounting, Publishing/Edgar and Transfer Agents Fees.  

The above figures represent only estimated costs. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the status of and results from operations. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering. Furthermore, we anticipate that we will need to secure additional funding for the fully implement our business plan.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

17

ITEM 6.    DESCRIPTION OF BUSINESS

Our Company

Headquartered in Melbourne, FL, Gold Entertainment Group, Inc., the Company has had minimal operations and no revenue 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. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Company has only limited resources and may find it difficult to locate good opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Company and its shareholders. The Company will select any potential business opportunity based on management's business judgment. The activities of the Company are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business, and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the consent, vote, or approval of the Company's shareholders. The risks faced by the Company are further increased as a result of its lack of resources and our inability to provide a prospective business opportunity with significant capital. Please find below information regarding the Company's various business endeavors and its status as an "emerging growth company".

Business Information

Introduction

We are an emerging growth company, and we expect to use substantially all of the net proceeds from this offering to engage in the acquisition of existing businesses and becoming an SEC reporting Company. We expect to build a high-quality brand portfolio intended to generate income and to provide capital preservation, capital appreciation and portfolio diversification. These opportunities may be existing opportunities, new opportunities which we intend to acquire, make business improvements and provide financing for business expansion. We intend to conduct our operations so that neither we nor, our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Our Competitive Strengths

We believe that The Company will be able to attract experienced directors and officers and other key personal with the necessary experience. We believe our investment strategy will assist in their recruitment, and distinguish us from other brand development companies. Specifically, our competitive strengths include the following:

Market Opportunity

The economic outlook, in our view, presents an opportunity for our business. The Company believes that recent corrections in the national, regional and local markets are healthy and, in many cases, overdue. Over the course of the past several months, the Company have noticed that consumers have begun to explore the development of market-appropriate product with realistic absorption projections and expectations of realizable upside upon completion of their project in one to three years. Many businesses are experiencing a critical lack of investment capital. The contraction in capital supply to the small to mid-sized business has not only added to the potential acquition base for the Company but also is expected to produce higher credit borrowers and enhanced the Company's investment power. As a result of tight lending rules, outside of SBA incentives, many smaller business operators, of all types, become more favorable to the concept of acquisition by a public company, combined with financing.

18

Investment Objectives

Our primary investment objectives are:

We will also seek to realize growth in the value of our investments and to optimize the timing of their expansion.

However, we cannot assure you that we will attain these objectives or that the value of our investments will not decrease. We have not established a specific policy regarding the relative priority of these investment objectives.

Investment Criteria

We believe the most important criteria for evaluating the markets in which we intend to purchase investment opportunities include:

The businesses and markets in which we invest may not meet all of these criteria and the relative importance that we assign to any one or more of these criteria may differ from market to market or change as general economic and market conditions evolve. We may also consider additional important criteria in the future.

Investment Policies

Our investment objectives are to maximize the capital gains of our opportunities and achieve long-term capital appreciation for our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives.

We expect to pursue our investment objectives primarily through the ownership of businesses, of various types, and with tangible assets. We currently intend to invest primarily in the acquisition, development and management of existing businesses, instead of developing our own. While we may diversify in terms of business types , we do not have any limit on the amount or percentage of our assets that may be invested in any type of business, or any one geographic area.

We may also participate with third parties in business ownership, through joint ventures or other types of co-ownership. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

19

Equity investments in acquired opportunities may be subject to existing financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these opportunities. Debt service on such financing or indebtedness will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to be treated as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Due Diligence Process

We will consider a number of factors in evaluating whether to acquire any particular asset, including: geographic location; business assets; historical performance; current and projected cash flow; potential for capital appreciation; potential for economic growth in the area where the asset is located; presence of existing and potential competition; prospects for liquidity through sale, financing or refinancing of the assets; and tax considerations. Because the factors considered, including the specific weight we place on each factor, vary for each potential investment, we will not assign a specific weight or level of importance to any particular factor. Our obligation to close on the purchase of any investment generally will be conditioned upon the delivery and verification of certain documents from the seller, including, where available and appropriate: plans and specifications; environmental reports; surveys; evidence of marketable title subject to any liens and encumbrances as are acceptable to the Company; and title and liability insurance policies.

Acquisition of opportunities

The Company intends on acquiring businesses primarily through industry contacts, including debt financiers who may have distressed businesses that they would be willing to transfer to our management. The number of businesses opportunities that may be available from all of the foregoing sources will vary from time to time, depending on numerous factors including, without limitation, trends in delinquent debt and capital availability.

Tax Treatment of Registrant and its Security Holders.

We are a publicly traded company and investment typically takes the form of Common Stock as the final delivered asset. Therefore, we operate a, C corporation. As such, our profits are taxable at corporate level and dividends, if any, are taxable at individual level. These are typically taxed as a capital gain or dividend.

Competition

The business acquisition market is highly competitive. We will compete based on a number of factors that including experienced management and capital availability. As a public company, the Common Stock as a viable financial exit is attractive to business owners.

20

We will compete with many third parties engaged in investment activities including REITs, specialty finance companies, hedge funds, investment banking firms, lenders and other entities. Some of these competitors have substantially greater marketing and financial resources than we will have and generally may be able to accept or manage more risk than we can prudently manage, including risks with respect to the businesses being acquired. In addition, these same entities may seek financing through the same channels that we do. Therefore, we will compete for investors and funding in a market where funds for business investment may decrease, or grow less than the underlying demand.

Competition may limit the number of suitable investment opportunities offered to us and result in higher prices, making it more difficult for us to acquire new investments on attractive terms. In addition, competition for desirable investments could delay the investment of net proceeds from this offering in desirable assets, which may in turn reduce our cash flow from operations and negatively affect our ability to make or maintain distributions.

Government Regulation

Our business is subject to many laws and governmental regulations. Changes in these laws and regulations, or their interpretation by agencies and courts, occur frequently.

Investment Company Act of 1940

We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

Environmental Matters

Many environmental regulations require specific zoning and environmental regulations at the State, local and Federal level. The Company may be held liable under these regulations when making acquisitions. These laws and liabilities may be extended to the Company's employees.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property may be held liable for the costs of removing or remediating hazardous or toxic substances. These laws often impose clean-up responsibility and liability without regard to whether the owner or operator was responsible for, or even knew of, the presence of the hazardous or toxic substances. The costs of investigating, removing or remediating these substances may be substantial, and the presence of these substances may adversely affect our ability to rent or sell the property or to borrow using the property as collateral and may expose us to liability resulting from any release of or exposure to these substances. If we arrange for the disposal or treatment of hazardous or toxic substances at another location, we may be liable for the costs of removing or remediating these substances at the disposal or treatment facility, whether or not the facility is owned or operated by us. We may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a site that we own or operate. Certain environmental laws also impose liability in connection with the handling of or exposure to asbestos-containing materials, pursuant to which third parties may seek recovery from owners or operators of real opportunities for personal injury associated with asbestos-containing materials and other hazardous or toxic substances.

The Company may avoid the acquisition of businesses that are subject to specific environmental regulations for the reasons stated above.

21

Other Regulations

The opportunities we acquire likely will be subject to various federal, state and local regulatory requirements, such as zoning and state and local fire and life safety requirements. Failure to comply with these requirements could result in the imposition of fines by governmental authorities or awards of damages to private litigants. We generally will acquire opportunities that are in material compliance with all regulatory requirements. However, there can be no assurance that these requirements will not be changed or that new requirements will not be imposed which would require significant unanticipated expenditures by us and could have an adverse effect on our financial condition and results of operations.

Employees:

Currently, the company has no full time employees. The company may hire a number of employees as needed after effectiveness of this offering primarily to support our acquisition and development efforts.

Legal Proceedings

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Our principal offices are located at 2412 Irwin St. Melbourne, FL 32901 The office is provided by our CFO at no cost to the Company. We do not currently lease or own any other real property.

22

ITEM 8. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The company was incorporated in State of Nevada on February 3, 1999 under the name ADVANCED MEDICAL TECHNOLOGIES INC. / CANADA. The name was changed to Gold Entertainment Group, Inc. in April 2002. The fiscal year end is January 31st. Our principal executive offices are located at 2412 Irwin St., Melbourne, FL 32901 We are an internally managed advertising and media company engaged in the acquisition of businesses and developing their business operations.

We are a development stage company, and we expect to use substantially all of the net proceeds from this offering to engage in the acquisition of existing businesses and develop their business operations and brands. We expect to build a high-quality brand portfolio intended to generate current income and to provide capital preservation, capital appreciation and portfolio diversification. The opportunities may be existing businesses, or new opportunities for which we intend to acquire, make business improvements and provide additional capital.

We have been utilizing and may utilize funds from IceLounge Media, Inc. our Majority shareholder, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees. IceLounge however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to implement our plan of operations for the next twelve-month period, we require approximately $300,000 of funding from this offering. We are a development stage company, we have a very limited operating history for the past 4 years. After a twelve-month period, we may need additional financing, depending on the capital needs of the acquisitions, but currently do not have any arrangements for such financing.

For the next twelve months we anticipate that we will need up to $5 million in operational funds to carry out the acquisition and development of opportunities, The Company may select different companies, geographic locations as and when funds become available, therefore, we may need 1-2 months to evaluate specific locations. For all business purposes if we are short of funds we may request funds from our Chief Executive Officer, however, there is no guarantee he will loan us funds.

The company has contacted institutions about financing loans for our Company. We will only use such funds when we feel we have both located a target acquisition, and the Company has capital sufficient to complete the acquisition.

Generally, it is known to be a common fact that banks, credit unions, and other comparable institutions may not provide financing to a Company without substantial assets, revenue and/or personal asset guarantees. Because of this we may face difficulty in acquiring financing for our target opportunities or funds necessary to provide the marketing and administration funds for business expansion, including acquisitions. We are therefore dependent upon our ability to attract private investment that may include financing through convertible debentures or loans. This may cause investors to lose some or all of your investment, due to the debt being converted and the common stock of the Company diluted.. 

Once the Company locates a suitable acquisition, we will determine the funds required to complete the project. The amount of funds allocated for this may vary and will depend on the target company and their capital needs.

Long term financing and commitments will be required to fully implement our business plan. The Company will always be dependent on outside funding for the full implementation of our business plan. Our expansion may include expanding our office facilities, hiring personnel and developing a larger customer base.

If we do not receive adequate proceeds from this offering to carry out our forecasted operations to operate for the next 12 months our majority shareholder, IceLounge, has informally agreed to provide us funds, however, he has no formal commitment, arrangement or legal obligation to provide funds to the company.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.

We intend to conduct our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act of 1940, as amended, or the 1940 Act.

23

POLICY WITH RESPECT TO CERTAIN ACTIVITIES

(a) We do not plan to issue any new shares of Common Stock outside of this Offering. Notwithstanding we may issue new shares to employees, independent contractors or acquisition targets.. Our Board of Directors may change our policy regarding the issuance of preferred shares at any time and in their discretion and without a vote of security holders.

(b) We do plan to borrow money from private secured lenders to make acquisitions and finance business activities, but will not do so unless this offering is successful. Our business plan involves obtaining financing through the sale of Common Stock. Our Management may change our policy regarding borrowing money at any time and without a vote of security holders.

(c) We have not and do not have any plans to make loans to other businesses. Our Management may change our policy regarding plans to make loans to other persons or entities in their discretion at any time and without a vote of security holders.

(d) We have not and do not have any plans to invest in the securities of other issuers for the purpose of exercising control. Our Management may change our policy regarding plans to make loans to other persons or entities in their discretion at any time and without a vote of security holders.

 (e) We have not and do not have any plans to underwrite securities of other issuers. Our Management may change our policy regarding plans to underwrite securities of other issuers in their discretion at any time and without a vote of security holders.

(f) We have not and do not have any plans to engage in the purchase and sale (or turnover) of investments. Our Management may change our policy regarding plans to engage in the purchase and sale (or turnover) of investments at any time and without a vote of security holders.

(g) We have not and do not have any plans to offer securities in exchange for services. Our Management may change our policy regarding plans to offer securities in exchange for services at any time and without a vote of security holders.

(h) We have not and do not have any plans to repurchase or otherwise reacquire its shares or other securities. Our Management may change our policy regarding plans to repurchase or otherwise reacquire its shares or other securities at any time and without a vote of security holders.

(i) We do intend to make quarterly and annual or other reports to security holders in the future, although we have not concluded the nature, content and scope of such reports at this time and such reports may contain financial statements certified by independent public accountants. These reports may be required by agencies such as the SEC and FINRA as well as quotation systems and stock exchanges. Our Management may change or eliminate our policy regarding plans to make quarterly and annual reports available to security holders including the content at any time and without a vote of security holders. 

24

INVESTMENT POLICIES OF REGISTRANT

1. We plan to focus our on business acquisition. Where these businesses own real estate as part of their assets, we will evaluate the value assigned to the real estate portion of the business separately. The Company may expand our operations to acquire and lease real estate in states as part of our operations. Our Management may change our existing policy regarding target businesses at any time and without a vote of security holders. We may invest some of our assets in the purchase of real estate, where such purchases involve our business operations.

 2. We may invest in any type of business including but not limited to existing businesses and special purpose buildings.

3. To support the market for its public stock, we plan on commencing an extensive investor relations program. We may also use a (to be identified) online funding platform to sell shares pursuant to this offering but have no definitive plans to do so.

4. We believe that our CEO and other management has the necessary experience and industry contacts to carry out our business plan.

5. Our policy is to acquire assets primarily for income and not capital gain. Our Management may change our existing policy regarding our method of operating and financing of acquisitions at any time and without a vote of security holders.

6. We do not have a policy that restricts us to the amount or percentage of assets which will be invested in any specific business.

7. We do not have any other material policy with respect to our proposed acquisition activities.

8. Investments in other securities.

We do not have any policy or plans at this time to invest in any other types of securities. Our Management may change our existing plan regarding an investment in any other securities at any time and without a vote of security holders.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have not commenced. The Company has generated minimal revenues from operations and therefore lacks meaningful capital reserves.

Operating Results

Year analysis for the years ending January 31, 2021 and January 31, 2020

Liquidity and Capital Resources for the years ending January 31, 2021 and January 31, 2020

Six months analysis July 31, 2021 and July 31, 2020.

We had a net loss of $45,558 for the six months ended July 31, 2021 compared to a net loss of $16,243 for the six months ended July 31, 2020. Expenses of operation were $11,450 for the six months ended July 31, 2021 as compared to $2,323 for the six months ended July 31, 2020.

To meet our need for cash we are attempting to raise money from this offering. The maximum aggregate amount of this offering will be required to fully implement our business plan. If we are unable to successfully generate revenue we may quickly use up the proceeds from this offering and will need to find alternative sources. If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. 

25

Liquidity and Capital Resources for the Six months ending July 31, 2021

Cash flows used by operating activities for the six months ended June 30, 2021 were $(45,558) compared to cash used of $(16,243) for the six months ended July 31, 2020. The increase comparing those two periods was primarily due to an increase in net loss for the period. Cash flows used in investing activities were $(0) and $(0) for the six months ended July 31, 2021 and 2020, respectively. Cash flows gained from financing activities for the six months ended June 30, 2021 were $(0) compared to $(0) for the six months ended July 31, 2020.

Although we intend on identifying businesses for acquisition with our proceeds, there is no guarantee that we will acquire any such opportunities. Executing on our business plan will depend highly on our funds, the availability of those funds, and the size of the opportunities. Upon the qualification of the Form 1-A, the Company plans to pursue its investment strategy by acquiring businesses. There can be no assurance of he Company's ability to do so or that additional capital will be available to the Company. If so, the Company's investment objective of acquiring businesses will be adversely affected and the Company may not be able to execute on its business plan if it is unable to finance such projects. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company. There can be no assurance that additional capital will be available to the Company. If we are successful at raising capital by issuing more stock, or securities which are convertible into shares of the Company, your investment will be diluted as a result of such issuance.

We are highly dependent upon the success of this offering, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which may not even be possible for the Company. However, if such financing were available, because we are a development stage company with limited revenue to date, we would likely have to be subject to an above market interest rates. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

Off-Balance Sheet Arrangements

As of July 31, 2021 we did not have any off-balance sheet arrangements.

Plan of Operations

Over the next twelve months, the Company intends to focus on acquiring businesses using the proceeds from this offering. Our officers and directors will meet with businesses owners, brokers, consultants and advisors in the finance industry to locate opportunities which meet the Company's profile. We may engage other consultants to conduct initial due diligence with respect to opportunities which may be of interest to the Company.

IceLounge has a network that includes a businesses owners, and believes that by utilizing this network, they will be able to identify appropriate opportunities. We plan to purchase these opportunities through the sale of the Company's Common Stock and debt financing. We may also acquire debt in the form of mezzanine or bridge financing. However, we hope to limit our financing costs and our financing to direct leverage of the business asset being acquired. We hope to finance acquisition costs mostly with the sale of our Common Stock in this offering.

26

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until her successor is elected and qualified, or until her earlier resignation or removal. Our directors and executive officers are as follows:

The table below lists our directors and executive officers, their ages, and the date of their first appointment to such positions. Each position is currently held with an indefinite term of office.

Curtis J. Melone, CEO and Director

Over the last five years Mr. Melone acted as President to the company, overseeing the merger with an existing public company in 2017.

Robert Schlegel, has worked in both public and private markets for over 20 years. He specializes in operations and marketing in the various industries. He has worked extensively in both start-up and established businesses of all sizes and industries. He has an extensive resume of successful companies in his portfolio. He also has an extensive background in mergers and acquisitions and in strategic partnerships.

Hamon Fytton, Chief Investment Officer and Director

Over the last five years Mr. Fytton acted as a consultant and board member to several public companies as well as private companies seeking to become public. In this capacity he has overseen the preparation of numerous registration statements, subscription agreements, SEC filings, prospectus offerings and general company information packets. He has also often acted as an Officer and/or director for several companies, aiding in their transition from private to public. He has conducted several seminars on the JOBS Act and the Crowdfunding and REG A+ regulations. He continues to consult with various investment groups in the US and other countries. He is currently an Officer, Director and shareholder of Gold Entertainment Group, Inc. a public company, OTC:GEGP.

James Kander Director

Code of Ethics Policy

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Board Composition

Our Bylaws provide that the Board of Directors shall consist of an unlimited number ofdirectors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company's majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet the independence requirements, according to the applicable rules and regulations of the SEC.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. In addition to having no nominating committee for that purpose, we currently have no specific audit committee and no audit committee financial expert. Based on the fact that our current business affairs are simple, any such committees are excessive and beyond the scope of our business and needs.

Family Relationships

27

Involvement in Certain Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Significant Employees

None.

28

Compensation of Directors

We do not compensate our directors for attendance at meetings. We reimburse our officers and directors for reasonable expenses incurred during the course of their performance. We have no long-term incentive plans.

29

ITEM 11.   SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.

30

ITEM 12.   INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Since inception, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.

Conflicts of Interest and Corporate Opportunities

The officers and directors have acknowledged that under Florida law that they must present to the Company any business opportunity presented to them as an individual that met the Oklahoma's standard for a corporate opportunity:  (1) the corporation is financially able to exploit the opportunity; (2) the opportunity is within the corporation's line of business; (3) the corporation has an interest or expectancy in the opportunity; and (4) by taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position inimical to their duties to the corporation. This is enforceable and binding upon the officers and directors as it is part of the Code of Ethics that every officer and director is required to execute. However, the Company has not adopted formal written policies or procedures regarding the process for how these corporate opportunities are to be presented to the Board. It is the Company"s intention to adopt such policies and procedures in the immediate future.

31

ITEM 13. SECURITIES BEING OFFERED

Common Shares

Our authorized capital stock consists of (i) twenty-five billion (25,000,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"), (ii) twenty-five million (25,000,000) shares of PREFERRED of all Classes, par value $0.0001 per share (the "PREFERRED Stock"), authorized at the time of this offering. As of June 30, 2021, we have 9,181,501,513 shares of Common stock and 2,075,000 shares of Preferred shares (all classes) issued and outstanding, at the time of this offering.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, as amended, and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.

Preferred Stock

The Preferred Stock of the Company has several specific designations, listed below, and the resulting possible effect on the Company's securities it enables. Total: 25,000,000 preferred shares authorized, $0.0001 par value.

• Ownership - There are 2,055,000 shares issued and outstanding of all classes of Preferred Stock, as of the date of this Offering.

• Class A Preferred Stock - 2,000,000 shares issued and outstanding at July 31, 2021. 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. Convertible in the same proportion as voting rights.shares of Preferred Stock of all classes. These shares do not have an active "Conversion Provision".

• Class B Preferred stock - 75,000 shares authorized, $1.00 stated value, 55,000 shares issued and outstanding at July 31, 2021, convertible into common, no dividend.s of Preferred Stock of all classes. Additional classes of preferred shares may contain other designations, resulting in restrictions regarding the operation of the Company. The Company may increase the number of authorized shares of all classes at any time, following the qualification of this offering.

There are 2,055,000 shares of all classes of Preferred Stock issued and outstanding, as of the date of this Offering. If a "Preferred Stock Conversion Provision" were to be added then the Common Stock would be subject to dilution and a probable reduction in its value. There are not set limits on this conversion. It should be noted that at the time of this filing no such "Preferred Stock Conversion Provision" is in effect.

Options and Warrants

The management may at some future date decide that it is in the best interests of the shareholders to issue warrants. At the time of this filing, there are no immediate plans to issue, nor any outstanding warrants or options.

Dividends. Subject to preferences that may be applicable to any then-outstanding preferred stock (in the event we create preferred stock), holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of preferred stock that may be created in the future.

Other Rights. Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may create in the future.

Transfer Agent and Registrar

The Transfer Agent of recored is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093

Shares Eligible for Future Sale

Prior to this offering, there is a public market for our common stock, which is traded under the symbol GEGP on OTCMarkets.com.. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

We have outstanding 9,181,501,513 shares of Common Stock. None of these shares will be freely tradable without restriction or further registration under the Securities Act, except as allowed following a qualification of this offering under Regulation A +, unless those shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.

32

ITEM 14.  FINANCIAL STATEMENTS

14A.   FINANCIAL STATEMENTS

GOLD ENTERTAINMENT GROUP, INC.

FINANCIAL STATEMENTS - UNAUDITED

For the years ending January 31, 2020 & January 31, 2021