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 March 31, 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 March 31, 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 Changes in Stockholders' Deficiency..............F-4
Consolidated Statements of Cash Flows.......................................F-5
Notes to Consolidated Financial Statements..................................F-6
<PAGE>
MICHAEL A. KRAVATZ C.P.A.
4747 HOLLYWOOD BOULEVARD
SUITE 104
HOLLYWOOD, FL. 33021
- --------------------------------------------------------------------------------
Phone 954-987-6934
Fax 954-987-6934
To the Board of Directors
Platinum and Gold, Inc.
Fort Lauderdale, Florida
I have compiled the accompanying consolidated balance sheet of Platinum and
Gold, Inc. and Subsidiary (a Development Stage Company) as of March 31, 2000,
and March 31, 1999, and the related consolidated statements of income, cash
flows, and stockholders deficit for the three months then ended, in accordance
with standards established by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management's. I have not audited or
reviewed the accompanying financial statements, and, accordingly , do not
express an opinion or any other form of assurance on them.
The Company is in the development stage as of March 31, 2000 and to date had no
significant operations. Recovery of the Company's assets is dependent on future
events, the outcome of which is indeterminable. In addition, successful
completion of the Company's development program and its transition, ultimately,
to attaining profitable operations is dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of sales
adequate to support the Company's cost structure.
/s/ Micheal Kravatz, CPA
Hollywood, Florida
May 10, 2000
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Balance Sheets-Unaudited
<S> <C> <C>
ASSETS
3/31/00 3/31/99
---------- -----------
Current assets:
Cash $61,790 $546
Prepaid Expense 871
------------ ----------
Total current assets 62,661 546
------------ ----------
Equipment - net 3,971 1,959
Other assets 31,546 34,883
------------ ----------
Total Assets $98,178 $37,388
------------ ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $130,003 $25,649
Notes payable 200,000
------------
Total current liabilities 330,003 25,649
------------ ----------
Stockholder loans 20,589 16,721
------------ ----------
Total liabilities 350,592 42,370
------------ ----------
Stockholders' (deficit):
Common stock, $.001 par value; authorized 20,000,000
shares, 12,431,000 shares issued and outstanding 12,431 12,355
Additional paid-in capital 5,178 4,400
Deficit accumulated during the development stage -270,023 -21,737
------------ ----------
Total stockholders' (deficit) -252,414 -4,982
Total liabilities and equity $98,178 $37,388
------------ ----------
</TABLE>
Read Accountant's Compilation Report
F-2
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Operations-(Unaudited)
Three Months Three Months From Inception From Inception
Ended Ended (February 19, 1997) (February 19, 1997)
3/31/00 3/31/99 to 12/31/99 to 3/31/00
--------------- ------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Advertising 5,156 70 370 5,526
Amortization Expense 800 800 3,200 4,000
Automobile Expense 2,731 - 1,322 4,053
Contract Labor 0 - 2,508 2,508
Consulting Expense 2,085 - 196,170 198,255
Depreciation Expense 350 350 957 1,307
Insurance Expense 473 - 473
Interest Expense 0 - 437 437
Office Expense and Misc. 2,567 - 7,367 9,934
Professional Fees 3,916 2,158 15,995 19,911
Recording Artists 2,475 - 2,475
Salaries 12,889 - 12,889
Stockholder Expenses 624 15 1,950 2,574
Taxes and Licenses 847 - 505 1,352
Travel and Entertainment 151 - 4,178 4,329
35,064 3,393 234,959 270,023
------------- ----------- -------------- ---------------
Net Loss ($35,064) ($3,393) ($234,959) ($270,023)
------------- ----------- -------------- ---------------
Net loss per common share:
Basic
Net Loss per share -0.0028 0.0000 -0.0186 -0.0214
Diluted
Net Loss per share -0.0027 0.000 -0.0183 -0.0210
</TABLE>
Read Accountant's Compilation Report
F-3
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)(Unaudited)
For the Periods Indicated
Deficit
accumulated
Common Stock 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 12,355 4,400 - -2,800 13,955
Net Loss -106 - -106
---------------- ------------ ------------ ----------- ------------ -----------
Balance, December 31, 1997 11,600,000 12,355 4,400 -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 $12,355 $4,400 ($18,050) - ($1,295)
---------------- ------------ ------------ ----------- ------------ -----------
Issuance of Common Stock 831,000 $76 $778 $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>
Read Accountant's Compilation Report
F-4
<PAGE>
<TABLE>
<CAPTION>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Consolidated Statements of Cash Flows-(Unaudited)
From Inception From Inception
Three Months Ended (February 19, 1997) to (February 19, 1997) to
3/31/00 12/31/99 3/31/00
<S> <C> <C> <C>
Net Loss ($35,064) ($234,959) ($270,023)
--------------------- ------------------------ ------------------------
Adjustments to reconcile net loss to net cash
used for operating activities:
Amortization expense 800 3,200 4,000
Depreciation expense 350 957 1,307
Increase in other assets -35,546 -35,546
Decrease in accounts payable -1,754 131,756 130,002
Increase in prepaid expense -871 -871
--------------------- ------------------------ ------------------------
Total Adjustments -1,475 100,367 98,892
--------------------- ------------------------ ------------------------
Net cash used for operating
activities -36,539 -134,592 -171,131
--------------------- ------------------------ ------------------------
Cash flows for investing activities:
Acquisition of equipment 0 -5,278 -5,278
--------------------- ------------------------ ------------------------
Net cash used for investing activities 0 -5,278 -5,278
--------------------- ------------------------ ------------------------
Cash flows from financing activities:
Proceeds from stockholder loans, net 0 20,589 20,589
Proceeds from Notes Payable 0 200,000 200,000
Proceeds from issuance of common stock 0 17,610 17,610
--------------------- ------------------------ ------------------------
Net cash provided by financing activities 0 238,199 238,199
--------------------- ------------------------ ------------------------
Net increase (decrease) in cash -36,539 98,329 61,790
Cash at beginning of period 98,329 0 0
--------------------- ------------------------ ------------------------
Cash at end of period 61,790 98,329 $61,790
--------------------- ------------------------ ------------------------
</TABLE>
Read Accountant's Compilation Report
F-5
<PAGE>
PLATINUM AND GOLD, INC. AND SUBSIDIARY
(a Development Stage Company)
Notes to Consolidated Financial Statements (Unaudited)
1. 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, 19998 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
June 18, 1997, was formed to develop and commercialize unique compact 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.
2. 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
accepts 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.
(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 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
F-6
<PAGE>
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 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 aver sixty months using true
straight line method.
3. 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 in 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.
4. ACQUISITIONS
On November 11, 1998, the Company acquired Platinum and Gold Recording and
Publishing Company in a business combination accounted for as 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 wholly owned subsidiary of the Company through the exchange of
10,000,000 shares of the Company's common stock for all 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.
5. OTHER ASSETS
Other assets consist of the following:
March 31,
2000 1999
-------- --------
Deferred production costs $19,546 $18,683
Organization costs 12,000 16,000
Security Deposits 200
------- --------
Totals $31,546 $34,883
6. STOCKHOLDER LOANS
Since 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
F-7
<PAGE>
7. 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.
8. STOCKHOLDER'S 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 per value preferred stock, none
of which has been issued as of March 31, 2000.
(9) One of the founding and primary shareholders of the Company, Carol Neal,
passed away on December 29, 1999.
F-8
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations.
General
In February 2000, Platinum and Gold Recording & Publishing Company, a
Florida corporation formed in June 1997 ("PGRP"), the Company's wholly owned
subsidiary, entered into an agreement with B&D Productions ("B&D") to promote
and sell two full-length albums titled "Stolen Goods" and "A Woman For All
Seasons" through direct marketing efforts. The albums were recorded in 1996 and
1998 respectively and are available in both CD and cassette formats. The Company
is obligated to pay B&D $1.00 for each album sold. The contract expires May 30,
2001 and replaces a former contract between the Company and Betty Dickson.
B&D is also seeking to become affiliated with a record label. A
record company contract would provide B&D with the means to distribute its
albums nationally and internationally, to tour in concert and to possibly record
with other jazz greats and legends, with the whom the record label has some
affiliation. As a term of the contract, P&G is entitled to receive 20% of the
proceeds of any future contract between B&D and such record label.
In February 2000, the Company contracted with Rugby-America to
produce a thirty (30) second and a sixty (60) second television commercial for
direct response sales of Betty Dickson's compact disks. Production was completed
in mid February.
In March 2000, the Company contracted for call center services with
Robbins Telecommunications, Inc. to handle and process orders which result from
direct sales efforts. A minimum monthly fee is incurred by the Company for this
service and termination requires thirty (30) days notice by the Company.
In March 2000, the Company engaged the services of Net Effect, Inc.
to design, host and maintain the Company's website. The Company has prepaid for
hosting through and including March 2001.
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.
-1-
<PAGE>
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 March 31, 1999 and March 31,
2000
Financial Condition, Capital Resources and Liquidity
For the 1st quarter ended March 31, 1999 and 2000 the Company
recorded no revenues. For the first quarter ended March 31, 1999 and 2000 the
Company had salary expenses of $0 and $12,889. This increase of $12,889 was due
to an increase in the number of personnel employed by the Company.
For the 1st quarter ended March 31, 1999 and 2000, the Company had on
a consolidated unaudited basis advertising expenses of $70 and $5,156,
respectively. The increase of $5086 is due primarily to production of the Betty
Dickson commercials.
For the 1st quarter ended March 31, 1999 and 2000, the Company had on
a consolidated unaudited basis total operating expenses of $3,393 and $35,064 of
which $12,889 and $5086 is attributable to an increase in salaries and
advertising by the Company.
Net Losses
For the 1st quarter ended March 31, 1999, 2000, the Company reported
a net loss from operations of $3,393 and $35,064 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 March 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.
-2-
<PAGE>
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
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.
-3-
<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 March 31, 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.
4.5 (2) 9% Convertible Note in favor of Professional Acquisitions Management & Marketing
Corp. dated December 14, 1999.
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C>
10.1 (1) Share Exchange Agreement between Integra Ventures, Inc. and First Aid Direct, Inc.
dated July 23, 1997.
10.2 (1) Recission 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 * Agreement with B&D Productions executed February 22, 2000
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.
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended March 31,
2000.
-5-
<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: May 15, 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
EXHIBIT 10.16
LETTER OF AGREEMENT
This is an agreement between B&D Productions and Gold Recording and Publishing
Company. This agreement will begin on May 30, 1999 and expire on May 30, 2001.
Platinum and Gold Recording and Publishing Company has agreed to one CD, "Stolen
Goods" and "A Woman for All Seasons" vocalist Betty Dickson.
Platinum and Gold Recording and Publishing Company will create a commercial to
market "Stolen Goods" and "A Woman for All Seasons" on television through 1-800
numbers. Major and small recording labels will receive a roster of states, times
and networks the commercial will air. Platinum and Gold Recording and Publishing
Company's best efforts will hopefully achieve a record label contract for Betty
Dickson. Platinum and Gold Recording and Publishing Company will be responsible
for all expenses incurred for cost of commercials, printing of CD's and
cassettes.
B&D Productions through licensing masters of "Stolen Goods" and "A Woman for All
Seasons", authorizes Platinum and Gold Recording and Publishing Company to print
CD's and cassettes for marketing on TV 1-800 numbers and Platinum and Gold
Recording and Publishing Company's website Platinum-Gold.com.
B&D productions will receive $1.00 for each album sold through any advertising
vehicle Platinum and Gold Recording and Publishing Company produces and uses. If
and when a recording contract is accepted, B&D productions will pay Platinum and
Gold Recording and Publishing Company, a finder's fee of 20% of contract.
In witness whereof, the parties hereto, intending to be legally bound, have
executed this agreement.
PLATINUM AND GOLD PUBLISHING AND RECORDING COMPANY
by: Louise A. Cavell, President
/s/ Louise A. Cavell Date: 2-22-00
- ------------------------------
B & D PRODUCTIONS
by: Betty Dickson
/s/ Betty Dickson Date: 02-22-00
- -----------------------------
by: Delores Davies
/s/ Delores Davies Date: 2/22/00
- ---------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001081084
<NAME> Platinum and Gold, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Currency
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> Dec-31-1999
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