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: June 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
------------------------------------- ----------
(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 June 30, 2000, there are 12,431,000 shares of voting stock of the
registrant issued and outstanding.
<PAGE>
PART I
Item 1. Financial Statements
INDEX TO FINANCIAL STATEMENTS
Consolidated Balance Sheets..................................................F-2
Consolidated Statements of Operations........................................F-3
Consolidated Statements of Operations-(Unaudited)............................F-4
Consolidated Statements of Cash Flows........................................F-5
Notes to Consolidated Financial Statements...................................F-6
F-1
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Balance Sheets
ASSETS
Unaudited
6/30/00 12/31/00
2000 1999
<S> <C> <C>
Current assets:
Cash $32,174 $98,329
----------------- -----------------
Total current 32,174 98,329
assets
----------------- -----------------
Equipment - net 3,621 4,321
Other assets 30,746 32,346
----------------- -----------------
Total Assets $66,541 $134,996
----------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $130,519 $131,757
Notes payable 200,000 200,000
-----------------
Total current 330,519 331,757
liabilities
----------------- -----------------
Stockholder loans 21,207 20,589
----------------- -----------------
Total liabilities 351,726 352,346
----------------- -----------------
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 (302,794) (234,959)
----------------- -----------------
Total stockholders' (deficit) (285,185) (217,350)
Total liabilities and equity $66,541 $134,996
----------------- -----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Operations-(Unaudited)
From Inception to
Six Months Six Months Ended (February 19,
Ended 1997)
6/30/00 6/30/99 6/30/00
----------------- ----------------- -----------------
<S> <C> <C> <C>
Advertising 6776 1,233 7,146
Amortization Expense 1600 1,600 4,800
Automobile Expense 4256 82 5,578
Contract Labor 0 2,508
Consulting Expense 2085 198,255
Depreciation Expense 700 436 1,657
Insurance Expense 881 881
Interest Expense 22 459
Office Expense and Misc. 6163 985 12,689
Professional Fees 4666 3,808 20,661
Recording Artists 3438 3,438
Salaries 33889 33,889
Stockholder Expenses 624 15 2,574
Taxes and Licenses 1636 2983
Travel and Entertainment 1099 775 5,276
67835 8,934 302,794
----------------- ----------------- -----------------
Net Loss ($67,835) ($8,934) ($302,794)
----------------- ----------------- -----------------
Net loss per common share:
Basic and Diluted
Net Loss per share (0.0055) (0.0007) (0.0252)
Weighted Average Shares 12,431,000 12,431,000 12,000,000
Outstanding
</TABLE>
The accompanying notes are an integral part of 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
6/30/00 6/30/99
-------------------- ---------------------
<S> <C> <C>
Advertising 1620 300
Amortization Expense 800 800
Automobile Expense 1525 82
Contract Labor 0 0
Consulting Expense 0 0
Depreciation Expense 350 218
Insurance Expense 408 0
Interest Expense 22 0
Office Expense and Misc. 2131 714
Professional Fees 750 150
Recording Artists 963 0
Salaries & Taxes 22631 0
Stockholder Expenses 624 0
Travel and Entertainment 948 84
32772 2,348
-------------------- ---------------------
Net Loss ($32,772) ($2,348)
-------------------- ---------------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Cash Flows-(Unaudited)
From Inception
Six Months Ended Six Months Ended (February 19, 1997) to
6/30/00 6/30/99 6/30/00
<S> <C> <C> <C>
Net Loss ($67,835) ($8,934) ($302,794)
------------------- -------------------- ----------------
Adjustments to reconcile net loss to net
cash used for operating activities:
Amortization expense 1600 1,600 4,800
Depreciation expense 700 436 1,657
Increase in other assets 200 (35,546)
Increase(Decr) in accounts payable (1,238) 1,000 130,519
Decrease in other assets
------------------- -------------------- ----------------
Total Adjustments 1062 3,236 101,430
------------------- -------------------- ----------------
Net cash used for operating
activities (66,773) (5,698) (201,364)
------------------- -------------------- ----------------
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 618 3,800 21,206
Proceeds from Notes Payable 0 0 200,000
Proceeds from issuance of
common stock 0 855 17,610
------------------- -------------------- ----------------
Net cash provided by financing
activities 618 4,655 238,816
------------------- -------------------- ----------------
Net increase (decrease) in cash (66,155) (1,043) 32,174
Cash at beginning of period 98,329 1,533 0
------------------- -------------------- ----------------
Cash at end of period 32,174 490 32,174
------------------- -------------------- ----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited) For the Six Month and
Three Month Periods Ended June 30, 2000 and 1999, and For the Period from
February 12, 1997 (Inception) to June 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-6
<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-7
<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:
June 30, December 31,
2000 1999
----------------- -------------
Deferred production costs $ 19,546 $ 19,546
Organization costs 16,000 16,000
----------------- ------------------
Totals $ 35,546 $ 35,546
-------------- -----------------
Less Accumulated Amortization $ 4,800 $ 3,200
--------------- ------------------
$ 30,746 $ 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.
(continued)
F-8
<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-9
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations.
General
In April 2000, Platinum and Gold Recording & Publishing Company, a
Florida corporation incorporated in June 1997 ("PGRP"), the wholly-owned
subsidiary of the Company, entered into a licensing agreement with Houston,
whereby PGRP will use its best efforts to market and sell Houston's album
entitled "Nothing but Piano, Echoes of Broadway" featuring Houston. PGRP is to
bear all expenses including advertising, materials such as compact disks and
cassettes and recording fees. Houston will receive $1.00 for each album sold
through PGRP's efforts. Additionally, PGRP will attempt to negotiate a record
label contract for Houston, for which PGRP will be paid a finder's fee in the
amount of twenty percent (20%) of the value of the contract. The contract
expires on May 30, 2001.
In April 2000, PGRP and Terry Ritchie entered into a licensing
agreement with Mary Jane Cunningham ("Cunningham"), whereby PGRP will use its
best efforts to market and sell Cunningham's album entitled "From Country to
Classic." PGRP is to bear all expenses including advertising, materials such as
compact disks and cassettes and recording fees. Cunningham will receive $1.00
for each album sold through PGRP's efforts. Additionally, PGRP will attempt to
negotiate a record label contract for Cunningham, for which PGRP will be paid a
finder's fee in the amount of twenty percent (20%) of the value of the contract.
The contract is for a period of one (1) year.
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.
<PAGE>
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 June 30, 2000 and June 30, 1999
Financial Condition, Capital Resources and Liquidity
For the 2nd quarter ended June 30, 1999 and 2000 the Company recorded
no revenues. For the second quarter ended June 30, 1999 and 2000 the Company had
salary and tax expenses of $0 and $22,631. This increase of $22,631 was due to
the fact that the officers of the Company began drawing weekly salaries.
For the 2nd quarter ended June 30, 1999 and 2000, the Company had on a
consolidated unaudited basis advertising expenses of $300 and $1,620,
respectively. The increase of $1320 is due primarily to production of
commercials.
For the 2nd quarter ended June 30, 1999 and 2000, the Company had on a
consolidated unaudited basis total operating expenses of $2,348 and $32,772. The
increase is primarily due to an increase in salaries and taxes.
Net Losses
For the 2nd quarter ended June 30, 1999, 2000, the Company reported a
net loss from operations of $2,348 and $32,772 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 begin its planned
operations.
Employees
At June 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
<PAGE>
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
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.
The Company assumes no obligations to update any such forward-looking
statements.
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.
<PAGE>
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 June 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:
<TABLE>
<S> <C>
Exhibit No. Description
------------- ---------------------------------------------------------
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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.
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.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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.
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: August 21, 2000 By: /s/ Louise Cavell
-------------------------
Louise Cavell, President, Treasurer and Chairman
By: /s/ Valerie Peters
-------------------------
Valerie Peters, Vice-President, Secretary
and Director
By: /s/ Glenda Grainger-Miller
-------------------------
Glenda Grainger-Miller, Director
By: /s/ Randy Bernsen
-------------------------
Randy Bernsen, Director
By: /s/ Margaret Ann Ronayne
-------------------------
Margaret Ann Ronayne, Director
