U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 2000
Commission file no. 000-27641
Platinum and Gold, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Nevada 65-0729332
------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12724 N.W. 11th Court, Sunrise, FL 33323
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (800) 525-8495
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
None None
----------------------------- -------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------------
(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696: Fax: (561) 659-5371
<PAGE>
Indicate by Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 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.
Yes X No
---- ----
As of September 30, 2000, there are 12,431,000 shares of voting stock
of the registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
Basis of Presentation
The consolidated financial statements have been prepared by Platinum and Gold,
Inc. and Subsidiaries, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosure normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations. The Company believes that the disclosures are
adequate to make the information presented not misleading when read in
conjunction with the Company's consolidated financial statements for the year
ended December 31, 1999. The financial information presented reflects all
adjustments, which are, in the opinion of management, necessary for a fair
statement of the results for the interim periods presented.
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets............................................F-2
Consolidated Statements of Operations (unaudited)......................F-3
Consolidated Statements of Operations (unaudited)......................F-4
Consolidated Statement of Stockholders' Equity.........................F-5
Consolidated Statements of Cash Flows..................................F-6
Notes to Consolidated Financial Statements.............................F-7
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Balance Sheets
ASSETS
Unaudited
September 30, December 31,
2000 1999
================= =================
<S> <C> <C>
Current assets:
Cash $12,546 $98,329
----------------- -----------------
Total current assets 12,546 98,329
----------------- -----------------
Equipment - net 3,271 4,321
Other assets 31,246 32,346
----------------- -----------------
Total Assets $47,063 $134,996
----------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $134,791 $131,757
Notes payable 210,000 200,000
----------------- -----------------
Total current liabilities 344,791 331,757
----------------- -----------------
Stockholder loans 21,439 20,589
----------------- -----------------
Total liabilities 366,230 352,346
----------------- -----------------
Stockholders' (deficit):
Preferred stock, $.001 par value, authorized 1,000,000 none issued.
Common stock, $.001 par value; authorized 20,000,000
shares, 12,431,000 shares issued and outstanding 12,431 12,431
Additional paid-in capital 5,178 5,178
Deficit accumulated during the development stage (336,776) (234,959)
----------------- -----------------
Total stockholders' (deficit) (319,167) (217,350)
Total liabilities and equity $47,063 $134,996
----------------- -----------------
</TABLE>
See Accompanying Notes to Financial Statement
F-2
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Operations-(Unaudited)
From Inception to
Nine Months Ended Nine Months Ended (February 19, 1997)
September 30, 2000 September 30, 1999 September 30, 2000
------------------- -------------------- ---------------------
<S> <C> <C> <C>
Advertising 6776 1,233 7,146
Amortization Expense 2400 2,400 5,600
Automobile Expense 5596 82 6,918
Contract Labor 0 2,508
Consulting Expense 2085 198,255
Depreciation Expense 1050 654 2,007
Insurance Expense 2398 2,398
Interest Expense 75 512
Office Expense and Misc. 6656 3,170 13,182
Professional Fees 7211 3,808 23,206
Recording Artists 3458 3,458
Salaries & Payroll Taxes 58207 58,207
Stockholder Expenses 624 15 2,574
Taxes and Licenses 3510 4857
Travel and Entertainment 1771 775 5,948
101,817 12,137 336,776
------------------- -------------------- ---------------------
Net Loss ($101,817) ($12,137) ($336,776)
------------------- -------------------- ---------------------
Net loss per common share:
Basic and Diluted
Net Loss per share (0.0082) (0.0009) (0.0281)
Weighted Average Shares Outstanding 12,431,000 12,431,000 12,000,000
</TABLE>
See Accompanying Notes to the Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Operations-(Unaudited)
Three Months Ended Three Months Ended
September 30, 2000 September 30, 1999
-------------------- --------------------
<S> <C> <C>
Advertising 0 0
Amortization Expense 800 800
Automobile Expense 1339 0
Contract Labor 0 0
Consulting Expense 0 0
Depreciation Expense 350 185
Insurance Expense 1517 0
Interest Expense 54 0
Licenses 1270 0
Office Expense and Misc. 2649 2,184
Professional Fees 2545 0
Recording Artists 20 0
Salaries & Taxes 22688 0
Stockholder Expenses 0 0
Travel and Entertainment 673 0
33905 3,169
-------------------- --------------------
Net Loss ($33,905) ($3,169)
-------------------- --------------------
Net loss per common share:
Basic and Diluted
Net Loss per share -0.0027 0.0000
Weighted Average Shares Outstanding 12,431,000 12,431,000
</TABLE>
See Accompanying Notes to the Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)(Unaudited)
For the Periods Indicated
Common Stock
------------------------
Deficit
accumulated
Additional during the
Number Paid-In development Subscriptions
of Shares Amount capital stage receivable Total
------------ ---------- ----------- ------------ --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, February 17, 1997 - $ - $ - $ - $ - $ -
(date of inception)
Issuance of common stock 11,600,000 11,600 5,155 - -2,800 13,955
Net Loss -106 - -106
------------ ---------- ----------- ------------ --------------- ----------
Balance, December 31, 1997 11,600,000 11,600 5,155 -106 -2,800 13,849
Collection of subscription receivable - - - - 2,800 2,800
Net Loss - - - -17,944 - -17,944
------------ ---------- ----------- ------------ --------------- ----------
Balance, December 31, 1998 11,600,000 $11,600 $5,155 ($18,050) - ($1,295)
------------ ---------- ----------- ------------ --------------- ----------
Issuance of Common Stock 831,000 $831 $23 $854
------------ ---------- ----------- ------------ --------------- ----------
Net Loss -216,909 -216,909
------------ ---------- ----------- ------------ --------------- ----------
Balance, December 31, 1999 12,431,000 $12,431 $5,178 -234,959 -217,350
------------ ---------- ----------- ------------ --------------- ----------
Net Loss -35,064
------------ ---------- ----------- ------------ --------------- ----------
Balance, March 31, 2000 12,431,000 $12,431 $5,178 -270,023 -270,023
</TABLE>
See Notes to Consolidated Financial Statements
F-5
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Cash Flows-(Unaudited)
From Inception
Nine Months Ended Nine Months Ended (February 19, 1997)
Sepember 30, 2000 September 30, 1999 to September 30, 2000
==================== =================== =======================
<S> <C> <C> <C>
Net Loss ($101,817) ($12,137) ($336,776)
-------------------- ------------------- -----------------------
Adjustments to reconcile net loss to net
cash used for operating activities:
Amortization expense 2400 2,400 5,600
Depreciation expense 1050 654 2,007
Increase in other assets (1300) 200 (36,846)
Increase(Decr) in accounts payable 3,033 2,911 134,791
Decrease in other assets
-------------------- ------------------- -----------------------
Total Adjustments 5183 6,165 105,552
-------------------- ------------------- -----------------------
Net cash used for operating activities (96,634) 5,972 (231,224)
-------------------- ------------------- -----------------------
Cash flows for investing activities:
Acquisition of equipment 0 0 (5,278)
-------------------- ------------------- -----------------------
Net cash used for investing activities 0 0 (5,278)
-------------------- ------------------- -----------------------
Cash flows from financing activities:
Proceeds from stockholder loans, net 851 3,800 21,438
Proceeds from Notes Payable 10000 0 210,000
Proceeds from issuance of common stock 0 855 17,610
-------------------- ------------------- -----------------------
Net cash provided by financing
activities 10851 4,655 249,048
-------------------- ------------------- -----------------------
Net increase (decrease) in cash (85,783) (1,317) 12,546
Cash at beginning of period 98,329 1,533 0
-------------------- ------------------- -----------------------
Cash at end of period 12,546 216 12,546
-------------------- ------------------- -----------------------
</TABLE>
See Accompanying Notes to the Financial Statements
F-6
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
For the Nine Month and Three Month Periods Ended September 30, 2000 and 1999,
and For the Period from February 12, 1997 (Inception) to September 30, 2000.
(1) The accompanying unaudited interim financial statements of Platinum and Gold
Inc. and Subsidiary (the "Company"), have been prepared in accordance with
generally accepted accounting principles and the rules of the Securities and
Exchange Commission (the "SEC"), and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company's latest
Annual Report filed with the SEC on Form 10-KSB. All significant intercompany
accounts and transactions have been eliminated. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for the
most recent fiscal year, 1999, as reported in the Form 10-KSB, have been
omitted.
(2) BACKGROUND
The Company, ("Platinum and Gold, Inc.") was organized in the state of Nevada on
February 19, 1997, under the name Integra Ventures, Inc. The Company changed its
name to Platinum and Gold, Inc. on November 5, 1998 and on November 11, 1998
completed a merger with its wholly-owned subsidiary, Platinum and Gold Recording
and Publishing Company. The subsidiary, a Florida corporation incorporated on
June18, 1997, was formed to develop and commercialize unique compact disc single
and cassettes.
The Company, through its wholly-owned subsidiary, is in the entertainment
industry involved in the music and film business. The principal activity of the
Company is the acquisition, development, production, marketing, manufacturing
and distribution of recorded music by new recording artists, principally from
other countries.
The Company is currently in a development stage and is in the process of raising
additional capital. There is no assurance that the development of these artists
and their music will be successful and that the Company will achieve a
profitable level of operations.
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Principles of consolidation
The consolidated financial statements include all of the accounts of Platinum
and Gold, Inc. and its wholly-owned subsidiary, Platinum and Gold Recording and
Publishing Company. All significant intercompany transactions and balances have
been eliminated in preparing the consolidated financial statements.
(b) Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(Continued)
F-7
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Financial Statements (Unaudited)
(Continued)
(3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(c) Cash and cash equivalents
Holdings of highly liquid investments with original maturities of three months
or less and investments in money market funds are considered to be cash
equivalents by the Company.
(d) Property and equipment
Property and equipment are stated at cost, less accumulated depreciation.
Depreciation is computed using straight-line methods over the depreciable lives
of the related assets, which is five years for office equipment.
(e) Net loss per share
In 1998, the Company adopted SFAS No. 128, ("Earnings Per Share"), which
requires the reporting of both basic and diluted earnings per share. Basic net
loss per share is determined by dividing loss available to common shareholders
by the weighted average number of common shares outstanding for the period.
Diluted loss per share reflects the potential dilution that could occur if
options or other contracts to issue common stock were exercised or converted
into common stock, as long as the effect of their inclusion is not
anti-dilutive.
(f) Income taxes
The Company adopted the method of accounting for income taxes pursuant to the
Statement of Financial Accounting Standards No.109 " Accounting for Income
Taxes" (SFAS 109). SFAS 109 requires an asset and liability approach for
financial accounting and reporting for income taxes. Under SFAS 109, the effect
on deferred taxes of a change in tax rates is recognized in income in the year
that includes the enactment date.
(g) Organization costs
Organization costs are amortized over sixty months using true straight line
method.
(4) GOING CONCERN
The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/ or equity capital. The
Company has yet to generate an internal cash flow, and until the sales of their
products begin, the Company is totally dependent upon the debt and equity
funding.
As a result of these factors, there exists substantial doubt about the Company's
ability to continue as a going concern. However, management of the Company is
continually negotiating with various outside entities for additional funding. To
date, management has been able to raise the necessary capital to reach this
stage of product development and has been able to fund any capital requirements.
However, there is no assurance that the development of these artists and their
music will be successful and that the Company will achieve a profitable level of
operations.
(Continued)
F-8
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Financial Statements (Unaudited)
(Continued)
(5) ACQUISITIONS
On November 11, 1998, the Company acquired Platinum and Gold Recording and
Publishing Company in a business combination accounted for as a pooling of
interests. Platinum and Gold Recording and Publishing Company, which engages in
the development and commercialization of unique compact disc single and
cassettes became a wholly owned subsidiary of the Company through the exchange
of 10,000,000 shares of the Company's common stock for all of the issued and
outstanding stock of Platinum and Gold Recording and Publishing Company.
Results of operations of the separate companies have not been presented as the
Company did not have any operations since inception other than its organization.
(6) OTHER ASSETS
Other assets consist of the following:
September 30, 2000 December 31, 1999
------------------ -----------------
Deferred production costs $ 20,846 $ 19,546
Organization costs 16,000 16,000
---------------- -----------------
Totals $ 36,846 $ 35,546
---------------- -----------------
Less Accumulated Amoritzation $ 5,600 $ 3,200
---------------- -----------------
$ 31,246 $ 32,346
(7) STOCKHOLDER LOANS
Since the inception of the Company, the principal stockholder has loaned the
Company the necessary funds to operate the business. These loans are
non-interest bearing and unsecured.
(8) NOTE PAYABLE
A convertible note, issued on December 14, 1999, in the amount of $200,000 for
the benefit of Professional Acquisitions Management and Marketing Corp. This
note, if not paid in one year, will be converted into Rule 144 Restricted Common
Stock of the Company. Interest on the unpaid principal balance of this Note at
the rate of nine percent (9%) per annum shall accrue from the date thereof and
shall be payable to the payee in share of Common Stock of the Company at the
maturity Date.
A note issued on August 8, 2000 in the amount of $10,000.00 for the benefit of
Legal Computer Technologies, Inc. This note is payable on demand. Interest
accrues on the unpaid balance of this note at the rate of eight (8%) per annum.
(continued)
F-9
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
( a Development Stage Company)
Notes to Financial Statements (Unaudited)
(Continued)
(9) STOCKHOLDERS' EQUITY
The Company sold 1,600,000 shares of its common stock in a Regulation D exempt
offering in February 1997 at a subscription price of $.01 per share. A total of
$ 16,000 was received from the sale of stock and was used to pay all of the
costs associated with the offering and the organization of the Company. On
November 11, 1998, the Company completed a merger with Platinum and Gold
Recording and Publishing Company. (See Note 4)
The Company also has 1,000,000 shares of $ .001 par value preferred stock, none
of which has been issued as of March 31, 2000.
(10) One of the founding and primary shareholders of the company, Carol Neal,
passed away on December 29, 1999.
F-10
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations.
General
This fiscal quarter, Platinum and Gold Recording & Publishing Company, a
Florida corporation formed in June 1997 ("PGRP"), which is the wholly owned
subsidiary of Platinum and Gold, Inc., a Nevada corporation formed in February
1997 (the "Company" or the "Issuer" or "P&G"), worked to formulate a compilation
album with Sony Music Entertainment Inc. and Sony Music Special Products
entitled Platinum's Picks of the 70's. It is estimated by management that the
cost to the Company per compact disk ("CD") shall be approximately $4.00. The CD
is expected to be sold via direct marketing efforts and retail for $14.99.
In August 2000, the Company held a benefit to raise money for the fight
against breast cancer. Mary Jane Cunningham, an artist with whom the Company is
affiliated, was present. The Company sold CD's and donated a portion of the
proceeds to a local charity.
In August 2000, the Company borrowed $10,000 from Legal Computer
Technology, Inc. The loan is payable on demand and bears interest at a rate of
eight percent (8%) per annum. The loan is not evidenced by a note. For such
offering, the Company relied upon Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), Rule 506 of Regulation D promulgated thereunder ("Rule
506") and Section 517.061(11) of the Florida Code.
The facts relied upon to make the Florida exemption available include the
following: (i) sales of the shares of Common Stock were not made to more than 35
persons; (ii) neither the offer nor the sale of any of the shares was
accomplished by the publication of any advertisement; (iii) all purchasers
either had a preexisting personal or business relationship with one or more of
the executive officers of the Company or, by reason of their business or
financial experience, could be reasonably assumed to have the capacity to
protect their own interests in connection with the transaction; (iv) each
purchaser represented that he was purchasing for his own account and not with a
view to or for sale in connection with any distribution of the shares; and (v)
prior to sale, each purchaser had reasonable access to or was furnished all
material books and records of the Company, all material contracts and documents
relating to the proposed transaction, and had an opportunity to question the
executive officers of the Company. Pursuant to Rule 3E-500.005, in offerings
made under Section 517.061(11) of the Florida Statutes, an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or given reasonable access to full and fair disclosure of material
information. An issuer is deemed to be satisfied if such purchaser or his
representative has been given access to all material books and records of the
issuer; all material contracts and documents relating to the proposed
transaction; and an opportunity to question the appropriate executive officer.
This fiscal quarter, the Company cut a CD entitled "Surround Me With Love,"
which features artists Carol Neal and Mary Jane Cunningham. Carol Neal, a prior
officer and director of the Company, died in December 1999.
Betty Dickson, another Company artist, succeeded in getting her albums
shelved at local Peaches and Uncle Sam's Music stores. The albums are entitled
"Stolen Goods" and "A Woman For All Seasons".
<PAGE>
The Company also focused on obtaining bar codes from the Uniform Code
Council. The bar codes are necessary in order to shelve the Company's products
at major record stores both in the United States and in Europe.
Discussion and Analysis
The Company, Platinum and Gold, Inc., is a Nevada chartered development
stage corporation which conducts business from its headquarters in Sunrise,
Florida. The Company was incorporated on February 19,1997, as Integra Ventures,
Inc., changed its name to First Aid Direct, Inc. in July, 1997 and to Platinum
and Gold, Inc. in November 1998. In November 1998, the Company, acquired 100% of
the issued and outstanding shares of the Common Stock of PGRP, in a reverse
merger.
The Company is principally involved in the entertainment industry including
discovering, developing, recording and marketing new talent in the industry.
Current activities include preparation of its website, the recording and airing
of television commercials, negotiating the terms of contracts for new talent,
the retention of a telephone call center to process orders and the recording of
albums.
The Company is in the development stage. It is acquiring the necessary
operating assets and it is beginning its proposed business. While the Company is
developing tools necessary to enter the entertainment industry, there is no
assurance that any benefit will result from such activities. The Company will
receive limited operating revenues and will continue to incur expenses during
its development, possibly in excess of revenue.
The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern. The Company is currently seeking
financing to allow it to begin its planned operations.
Results of Operations -For the Three Months Ending September 30, 2000 and
September 30, 1999
Financial Condition, Capital Resources and Liquidity
For the 3rd quarter ended September 30, 1999 and 2000 the Company recorded
no revenues. For the third quarter ended September 30, 1999 and 2000 the Company
had salary and taxes expenses of $0 and $22,688. This increase of $22,688 was
due to an increase in the number of personnel employed by the Company.
For the 3rd quarter ended September 30, 1999 and 2000, the Company had on a
consolidated unaudited basis total operating expenses of $3,169 and $33,905.
<PAGE>
Net Losses
For the 3rd quarter ended September 30, 1999, 2000, the Company reported a
net loss from operations of $3,169 and $33,905 respectively.
The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The Company is
currently seeking financing to allow it to continue its planned operations.
Employees
At September 30, 2000, the Company employed two (2) persons. Neither of
these employees are represented by a labor union for purposes of collective
bargaining. The Company considers its relations with its employees to be
excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate fulfillment needs.
Research and Development Plans
The Company believes that research and development is an important factor
in its future growth. The entertainment industry is closely linked to
technological advances, which produce new ways of producing product and a new
medium for its use by the public. Recent developments include: on-line sales,
digital downloading of music and video, digital video disks and others.
Therefore, the Company must continually invest in the latest technology to
appeal to the public and to effectively compete with other companies in the
industry. No assurance can be made that the Company will have sufficient funds
to purchase technological advances as they become available. Additionally, due
to the rapid advance rate at which technology advances, the Company's equipment
and inventory may be outdated quickly, preventing or impeding the Company from
realizing its full potential profits.
Impact of the Year 2000 Issue
The Company did not experience any material impact to its operations as a
result of the Year 2000 calendar change. The Company does not anticipate any
material disruption in its operations as a result of any failure by the Company
to be in compliance.
Forward-Looking Statements
This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future
<PAGE>
developments as well as other factors it believes are appropriate in the
circumstances. However, whether actual results or developments will conform with
the Company's expectations and predictions is subject to a number of risks and
uncertainties, general economic market and business conditions; the business
opportunities (or lack thereof) that may be presented to and pursued by the
Company; changes in laws or regulation; and other factors, most of which are
beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending September 30, 2000,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B,
as described in the following index of exhibits, are incorporated herein by
reference, as follows:
<PAGE>
Exhibit No. Description
-------------------------------
<TABLE>
<S> <C> <C>
3.(i).1 (1) Articles of Incorporation of Integra Ventures, Inc. filed February 19, 1997.
3.(i).2 (1) Certificate of Amendment of Articles of Incorporation changing name to First Aid
Direct, Inc. filed July 25, 1997.
3.(i).3 (1) Certificate of Amendment of Articles of Incorporation changing name to Platinum
and Gold, Inc.
3.(ii).1 (1) Bylaws of Integra Ventures, Inc.
4.1 (1) Form of Private Placement Offering of 1,600,000 common shares at $0.01 per share.
4.2 (1) Form of Private Placement Offering of 984,000 common shares at $1.00 per share.
4.3 (1) Form of Private Placement Offering of 9% convertible notes at $10,000 per Unit.
4.4 (1) Form of Convertible Note pursuant to 9% convertible note offering.
4.5 (2) 9% Convertible Note in favor of Professional Acquisitions Management &
Marketing Corp. dated December 14, 1999.
10.1 (1) Share Exchange Agreement between Integra Ventures, Inc. and First Aid Direct, Inc.
dated July 23, 1997.
10.2 (1) Recision and Cancellation Agreement between First Aid Select, Inc. d/b/a First Aid
Direct and Integra Ventures, Inc. dated August 28, 1998.
10.3 (1) Share Exchange Agreement between Platinum and Gold, Inc. and shareholders of
Platinum and Gold Recording & Publishing Company dated November 11, 1998.
10.4 (1) Agreement with Randy Bernsen dated October 28, 1998.
10.5 (1) Agreement with Glenda Grainger-Miller dated November 1, 1998.
10.6 (1) Agreement with B&D Productions dated September 3, 1999.
10.7 (1) Letter of Intent with Steve Jordan dated July 1, 1998.
10.8 (1) Agreement with Barbara Chadwick dated September 3, 1999.
10.9 (1) Agreement with Beverly Fortin dated September 3, 1999.
10.10 (1) Promissory Note with Carol Neal dated September 7, 1999.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
10.11 (1) Agreement with Margaret Ann Ronayne dated December 2, 1998.
10.12 (2) Financial Public Relations Consulting Agreement with Joyce Research Group, Inc.
dated November 1, 1999.
10.13 (2) Consulting Agreement with Elyse R. Doss dated November 5, 1999.
10.14 (2) Consulting Agreement with Mark F. Jordan dated December 7, 1999.
10.15 (2) Consulting Agreement with David C. Osborne dated December 7, 1999.
10.16 (3) Agreement with B&D Productions executed February 22, 2000
10.17 (6) Agreement between PGRP and Houston dated April 11, 2000.
10.18 (6) Agreement between PGRP, Terry Ritchie and Mary Jane Cunningham dated April
19, 2000.
16.1 (4) Letter on change of certifying accountant pursuant to Regulation SK Section
304(a)(3) [1]
16.2 (4) Letter dated August 7, 2000 from Margolies, Fink and Wichrowski
16.3 (5) Letter on change of certifying accountant pursuant to Regulation SK Section
304(a)(3) [1]
16.4 (5) Letter dated August 9, 2000 from Michael Kravatz C.P.A.
27.1 * Financial Data Schedule.
----------------
</TABLE>
1. Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
2. Incorporated herein by reference to the Company's annual report on Form
10KSB for the period ending December 31, 1999.
3. Incorporated herein by reference to the Company's quarterly report on Form
10QSB for the period ending March 31, 2000.
4. Incorporated herein by reference to the Company's current report on Form 8K
filed August 9, 2000.
5. Incorporated herein by reference to the Company's current report on Form 8K
filed August 9, 2000.
<PAGE>
6. Incorporated herein by reference to the Company's Registration Statement on
Form 10- SBA1.
(* Filed herewith)
(b) Two (2) Reports on Form 8-K were filed during the quarter ended June 30,
2000. Both were filed August 9, 2000. The first report was filed
voluntarily at the insistence of the National Association of Securities
Dealers. It reported a change in the Company's independent auditor at a
time when the Company was not yet a reporting company with the Commission
(November 1, 1999), although it had filed its Registration Statement on
Form 10SB on October 14, 1999. The second report on Form 8-K was filed to
announce a present change in the Company's independent auditor to Gately &
Associates in Orlando, FL.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Platinum and Gold, Inc. (Registrant)
Date: November 14, 2000 By: /s/ Louise Cavell
------------------------------------------------
Louise Cavell, President, Treasurer & Chairman
By: /s/ Valerie Peters
------------------------------------------------
Valerie Peters, Vice-President, Secretary & Director
By: /s/ Glenda Grainger-Miller
------------------------------------------------
Glenda Grainger-Miller, Director
By: /s/ Margaret Ann Ronayne
------------------------------------------------
Margaret Ann Ronayne, Director
