Gold Entertainment: Attorney’s Opinion Letter Regarding Current Information

100 Pine Street, Suite 1250

San Francisco, California 94111

Tel: +1 (415) 707-2717° Fax: +1 (415) 535-1665


Via the OTC News and Disclosure Service

August 26, 2022

OTC Markets Group, Inc. – Issuer Services

304 Hudson St., 3rd Floor

New York, NY 10013

Tel: (212) 896-4400

Fax: (212) 868-3848

Re: Adequacy of current public information

Dear Sir or Madam:

I, the undersigned, am an attorney licensed to practice law in the State of California and in the courts of the United States. I am licensed to practice before the Securities and Exchange Commission (“SEC”) and have never been prohibited from practicing under it. I am a resident and citizen of the United States with a law firm in San Francisco, California. This legal opinion is limited to matters of federal securities law.

I declare that neither I nor my company are under investigation at any time before, including within the last five years, for any violations of federal or state securities laws, by agencies such as SEC, FINRA, CTFC or state securities regulators; not suspended or prohibited from practicing in any jurisdiction; nor charged in any criminal or civil action. Neither my company nor I am, directly or indirectly, a shareholder, beneficial interest or creditor of the issuer, and I have no agreement to receive any shares of the issuer in the future, in payment for services or otherwise.

My company was retained by Gold Entertainment Group, Inc, a Florida corporation. (“GEGP” or the “Company”) for the limited purpose of rendering a legal opinion on the adequacy of current information made available to the public with respect to the filing of an “information and disclosure statement”. pursuant to Rule 15c2-11(a)(5) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 144(c)(2) of the Securities Act of 1933, as amended (the ” Securities Act”). The Company is incorporated under the laws of the State of Florida.

1. Facts and assumptions

In rendering this notice, I have reviewed various company records and other documents necessary and appropriate for a notice in conjunction with the filing of the

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The Company’s Annual Information and Disclosure Statement for the periods ending January 31, 2022 and Quarterly Information and Disclosure Statement for the periods ending April 30, 2022 and October 31, 2021. In addition, j I have researched and investigated additional laws, regulations, and commentaries available for these filings. With respect to the corporate documentation reviewed, I have assumed the authenticity of all signatures therein; the authenticity of all documents provided as originals; compliance of all copies with the original documents; and the authenticity of all original documents submitted as copies.

I have also relied on information available on the Internet, from filings with the SEC, FINRA, OTC Markets Group, Inc. (“OTC”) and Company officers in addition to other sources. believed to be reliable, such as records on file with the Florida Secretary of State, the Edgar database, or the company’s transfer agency. Nothing came to my attention during my investigation that led me to conclude that these documents were not authentic or that the facts contained in them were not true.

2. Investigation and investigation

I have reviewed the Annual Report and Quarterly Report for the periods ending October 31, 2021 (posted December 14, 2021), January 31, 2022 (posted May 11, 2022) and April 30, 2022 (posted August 1, 2022 ). the postings were made in pairs, with the exception of the most recent posting, posting the disclosure requirements and the financial statements on the same day, but as separate documents.

The annual report, quarterly reports, including amendments thereto and other company filings, although unaudited, have been prepared by Hamon Francis Fytton of Florida. Mr. Fytton, although not a CPA, has extensive professional experience as CEO, CFO and director of numerous public and private companies throughout his career and is familiar with the preparation and review of financial statements thereof.

The Company’s transfer agent is Securities Transfer Corporation. I have confirmed by email that this transfer agent is registered with the SEC and that the number of issued and outstanding shares shown in the annual and quarterly reports is accurate. Information regarding the accuracy of the list of shareholders and the issued and outstanding shares of the Company may be confirmed with Securities Transfer Corporation 2901 N. Dallas Parkway #380 Plano, TX, 75093, tel. : (469) 633-0101 orwww.stctransfer.com.

Also, on Friday, August 26, 2022, I met (by conference call) with the Board of Directors Robert Schlegel, James Kander and Hamon Francis Fytton, to discuss the annual and quarterly reports, the information they contain, and more particularly their suitability for these purposes, including profile updates company OTC. An interested investor could easily find current information available regarding the Company through which he/she could objectively make a decision regarding the company’s financial condition and relevant financial information, thereby enabling such investor to make an informed and intelligent decision.

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decision regarding the company’s stock by searching for the company on the OTC Markets Group, Inc. website at: https://www.otcmarkets.com/stock/GEGP/disclosure.

Among the Company’s managers and directors, none holds more than 5% of the ordinary shares with the exception of Hamon Francis Fytton who holds ~36% of the ordinary shares. Of the shareholders over 5%, including Series A Preferred Shareholders through IceLounge Media, Inc. listed in Section 7 of Footnote 1, there is no evidence of an investigation of them. or entities controlled by them by federal or state securities regulators. There is no evidence of investigation of other holders of >5% securities by the SEC or state securities regulators.

3. Legal Conclusions

The legal opinion expressed in this letter is that the filings of the Annual Report and Quarterly Report for the periods ending October 31, 2021, January 31, 2022 and April 30, 2022, as filed via the News and disclosure by the OTC Markets Group on September 27, 2021 and in that order, constitutes: (1) adequate information about the Company that is publicly available in relation to the common stock and that is available within the meaning of Rule 144(c) (2) the Securities Act of 1933; which (2) includes all information that a broker would be required to obtain from the Company in order to publish a listing of the Company’s common stock under Rule 15c2-11 of the Exchange Act of 1934; that (3) complies with the OTC Markets, Group Inc. Alternative Reporting Guidelines for providing adequate and up-to-date information about the Company; and (4) the statement was published in the news and disclosure service of OTC Markets Group, Inc. OTC Markets Group, Inc. is entitled to rely on such notice in determining whether the Company has updated the availability of adequate current information to the public in accordance with Rule 144(c)(2) of the Securities and Exchange Acts, and may publish this notice on its website, www.otcmarkets.comfor such limited purposes.

In addition, (5) the Company is now a “shell company” within the meaning of Rule 405 of the Securities Act and Section 12b-2 of the Exchange Act. In revisions to Rules 144 and 145, the SEC has stated its intention not to relegate start-ups or companies with limited operations to shell status, but the company’s latest SEC filings indicate that it it is a front company. Additionally, the company’s filings with OTC Markets Group, Inc. have indicated that it is a typo on the cover page of those documents.

The statements and opinions set forth herein reflect the observations and results of investigations up to the date hereof and shall remain valid so long as the documents, instruments, records and other information which I have examined and examined remain unchanged and the assumptions on which I will rely will continue to be valid. This notice is intended solely for the use and application of OTC Markets Group, Inc. as it deems appropriate for use and publication on its website.

[signature page follows]

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Sincere friendships,

John E. Dolkart, Jr., Esq.

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Gold Entertainment Group Inc. published this content on August 29, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on August 30, 2022 07:03:10 UTC.

Public now 2022


Sales 2021

Net income 2021 -0.05M

Net debt 2021 0.02M

PER 2021 ratio-80.0x
2021 performance
Capitalization 5.22 million
5.22 million
EV / Sales 2020
EV / Sales 2021
# of employees


Duration :

Period :

Gold Entertainment Group, Inc. Technical Analysis Chart |  MarketScreener

Evolution of the income statement

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