U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   Form 10-KSB

(Mark One)

[X]      ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 1999

[  ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

     For the transition period from _______________ to ________________

Commission File No.  000-27641
                           -----------
                             Platinum and Gold, Inc.
                  --------------------------------------------
               (Name of small business registrant 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)

Registrant's telephone number (800) 525-8495

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class                          Name of each exchange
                                                 on which registered
          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>



     Check whether the registrant (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
                      -----            -----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         State registrant's revenues for its most recent fiscal year. $0.00

     Of the  12,431,000  shares of voting  stock of the  registrant  issued  and
outstanding as of March 30, 2000,  2,401,000 shares are held by  non-affiliates.
Because of the absence of an  established  trading  market for the voting stock,
the  registrant is unable to calculate the aggregate  market value of the voting
stock held by non-affiliates as of a specified date within the past 60 days.




<PAGE>



                                     PART I

Item 1. Description of Business

         (a)      Business Development

     Platinum and Gold,  Inc. (the  "Company" or "P&G") is  incorporated  in the
State of Nevada.  The Company was originally  incorporated as Integra  Ventures,
Inc. on February 19, 1997  ("Integra").  The Company is not presently trading on
an  exchange,  but has applied to have its Common  Stock  quoted on the Over the
Counter  Bulletin  Board by submitting  its 15c2-11  application to the National
Association of Securities  Dealers.  Its executive offices are presently located
at 12724 N.W.  11th Court,  Sunrise,  FL 33323.  Its  telephone  number is (800)
525-8495 and its facsimile number is (954) 845-0656.

     The Company is filing this Form 10-KSB in compliance with the effectiveness
of its filing on Form 10-SB. The Company will file periodic reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

     Initially  the  Company  was engaged in the  medical  supply  business.  In
November 1998, at the time it acquired  Platinum and Gold Recording & Publishing
Company,  a Florida  corporation  formed in June 1997 ("PGRP") as a wholly-owned
subsidiary,  its  purpose  changed  to P&G's  initial  purpose  of  discovering,
developing,  recording and marketing new talent in the  entertainment  industry.
PGRP's  founding  philosophy  arose  from  the  diversified  experience  of  its
management in the music, video, film and related industries. See Part I, Item 1.
"Description of the Business - (b) Business of Issuer."




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     In February  1997,  prior to its  acquisition  of PGRP,  the  Company  sold
1,720,000 shares of its unrestricted common stock to 70 individuals for $17,200.
For such offering, the Company relied upon Section 3(b) of the Securities Act of
1933,  as amended (the "Act"),  Rule 504  promulgated  thereunder  ("Rule 504"),
Section  517.061(11) of the Florida code, Section 90.530(11) of the Nevada code,
Section  48-2-103(b)(4)  of the Tennessee code and Section  5[581-5]I(c)  of the
Texas code.  No state  exemption was necessary for the sales made to Canadian or
French  investors.  See Part III, Item 12.  "Certain  Relationships  and Related
Transactions".

     In July 1997,  prior to its acquisition of PGRP, the Company  conducted a 1
for 4 reverse split of its common stock.  This  transaction  was effected by the
Company's  Board of  Directors  in  accordance  with the  Company's  Articles of
Incorporation  and Bylaws and also in  accordance  with Nevada law. See Part II,
Item 5.  Market  for Common  Equity  and  Related  Stockholder  Matters,  Market
Information";  and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In July 1997,  prior to its acquisition of PGRP, the Company entered into a
share  exchange  agreement  with First Aid Direct,  Inc., a Florida  corporation
("FAD"),  and its  shareholders  which had been  formed in  February  1997.  The
exchange was made whereby the Company issued  2,970,000 shares of its restricted
common stock to the  shareholders  of FAD for all of the issued and  outstanding
stock of FAD. This  offering was conducted  pursuant to Section 4(2) of the Act,
Rule 506 of  Regulation  D  promulgated  thereunder  ("Rule  506")  and  Section
517.061(11) of the Florida Code. See Part III, Item 12.  "Certain  Relationships
and Related Transactions".

     In August 1998,  prior to its acquisition of PGRP, the Company entered into
a Recission and Cancellation  Agreement with FAD and its  shareholders,  thereby
returning the parties to their  original  positions  prior to the share exchange
conducted in July 1997 ab initio. Thus, FAD exchanged 2,970,000 shares of common
stock of the Company for 100% of the issued and outstanding stock of FAD and FAD
was no longer a wholly-owned  subsidiary of the Company.  See Part III, Item 12.
"Certain Relationships and Related Transactions".

     In October 1998, prior to its acquisition of PGRP, the Company  conducted a
4 for 1 forward split of its common stock.  This transaction was effected by the
Company's  Board of  Directors  in  accordance  with the  Company's  Articles of
Incorporation  and Bylaws and also in  accordance  with Nevada law. See Part II,
Item 5.  "Market  for Common  Equity and  Related  Stockholder  Matters,  Market
Information";  and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In October 1998, prior to its acquisition by the Company, PGRP entered into
an agreement with Randy Bernsen to be a Director of PGRP. The term was until the
next annual meeting of the  shareholders and directors.  As compensation,  Randy
Bernsen was promised 10,000 shares of the restricted common stock of the Company
upon the share exchange to be conducted in November 1998. The shares were issued
in January  1999  pursuant  to  Section  4(2) of the Act,  Rule 506 and  Section
517.061(11) of the Florida code. See Part I, Item 1.  "Description of Business -
(b)  Business  of  Issuer -  Employees  and  Consultants";  Part  III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

     In November 1998,  prior to its  acquisition  by the Company,  PGRP entered
into  an  agreement  with  Glenda   Grainger  to  be  a  Director  of  PGRP.  As
compensation,  Glenda  Grainger was  promised  10,000  shares of the  restricted



<PAGE>



common stock of the Company upon the share  exchange to be conducted in November
1998.  The shares were issued in January  1999  pursuant to Section  4(2) of the
Act, Rule 506 and Section  517.061(11)  of the Florida code. See Part I, Item 1.
"Description of Business - (b) Business of Issuer - Employees and  Consultants";
Part III, Item 10. "Executive Compensation - Employee Contracts and Agreements";
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In November 1998, the Company entered into a share exchange  agreement with
PGRP, and its shareholders  which had been formed in June 1997. The exchange was
made whereby the Company issued 10,000,000 shares of its restricted common stock
to the shareholders of PGRP for all of the issued and outstanding stock of PGRP.
As part of the exchange, Ms. Neal the Company's past President and Chairman, Ms.
Peters the  Company's  current  Vice-President,  Secretary  and Director and Ms.
Cavell,  the  Company's  current  President,  Treasurer  and  Chairman  received
6,000,000,  2,000,000 and 2,000,000  shares of the Company's  restricted  common
stock respectively.  Ms. Neal passed away in December 1999. Her shares are still
titled  in her  name  pending  disposition  of her  estate.  This  offering  was
conducted  pursuant  to  Section  4(2)  of the  Act and  Rule  506  and  Section
517.061(11) of the Florida Code. See Part I, Item 1.  "Description of Business -
(b)  Business  of  Issuer  -  Employees  and  Consultants";   Part  I,  Item  6.
"Management's  Discussion  and  Analysis or Plan of  Operation  -  Stockholders'
Equity";  Part III, Item 10.  "Executive  Compensation - Employee  Contracts and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     In January 1999, the Company issued 10,000 shares of its restricted  common
stock to Margaret Ann Ronayne in  connection  with her agreement to serve on the
Company's  Board of Directors  and a  Representation  Agreement  entered into in
December 1998. The shares were issued  pursuant to Section 4(2) of the Act, Rule
506  and  Section  517.061(11)  of  the  Florida  code.  See  Part  I,  Item  1.
"Description of Business - (b) Business of Issuer - Employees and  Consultants";
Part III, Item 10. "Executive Compensation - Employee Contracts and Agreements";
Part  III,  Item 11.  "Security  Ownership  of  Certain  Beneficial  Owners  and
Management";   and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In January  1999,  the Company  conducted  an offering of its  unrestricted
common  stock  pursuant to section  3(b) of the Act and Rule 504. No shares were
sold  thereunder.  See Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     In April 1999,  the Company  sold 1,000 shares of its  unrestricted  common
stock to one (1) investor for $850. For such  offering,  the Company relied upon
Section 3(b) of the Act, Rule 504 and Section 90.530(11) of the Nevada code. See
Part III, Item 12. "Certain Relationships and Related Transactions".

     In July 1999, the Company  initiated an offering of its Convertible  Notes.
The Notes have a term of one (1) year,  bear  interest at a rate of nine percent
(9%) and are  automatically  convertible to shares of the Company's Common Stock
in one (1)  year (if they are not  converted  earlier)  at a price of $1.00  per
share plus  interest,  which interest is also payable in shares of the Company's
Common Stock.  To date,  one (1) note has been sold in the  principal  amount of



<PAGE>



$200,000 in December  1999.  The  offering is ongoing.  For such  offering,  the
Company relied upon Section 3(b) of the Act, Rule 504 and Section 517.061(11) of
the Florida Code. See Part I, Item 6.  "Management's  Discussion and Analysis or
Plan of Operation Financial  Condition,  Liquidity and Capital  Resources";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     In September 1999, the Company executed a Promissory Note in favor of Carol
Neal,  the  Company's  past  Chairman,  President and Treasurer in the amount of
$24,600. The Note was in exchange for monies lent by Ms. Neal to the Company for
working capital. The Note has since been repaid by the Company. See Part I, Item
1.   "Description  of  Business  -  (b)  Business  of  Issuer  -  Employees  and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

     In November 1999, the Company entered into a consulting contract with Joyce
Research  Group,  Inc. to provide  financial  public  relations  services to the
Company. As payment for these services, the Company committed to pay $225,000 or
to issue  shares  of its  "free-trading"  Common  Stock  within a six (6)  month
period.  An initial  payment of $50,000 was made in December  1999.  See Part I,
Item 1.  "Description  of  Business - (b)  Business  of Issuer -  Employees  and
Consultants";  and  Part  III,  Item  12.  "Certain  Relationships  and  Related
Transactions".

     In  November  and  December  1999,  the  Company  entered  into  consulting
contracts with three (3) individuals to provide  financial,  public and investor
relations  services to the Company.  As payment for such  services,  the Company
issued  800,000  shares of its Common Stock and paid $20,000 For such  offering,
the Company relied upon Section 3(b) of the Act, Rule 701, Pub. L. 104- 290, 110
Stat. 3416 (October 11, 1996) commonly known as the National  Securities Markets
Improvement Act of 1996 ("NSMIA"),  Section  517.061(11) of the Florida Code and
Section 10-5- 9(13) of the Georgia  Code.  See Part I, Item 1.  "Description  of
Business - (b) Business of Issuer - Employees  and  Consultants";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

     See (b) "Business of Registrant" immediately below for a description of the
Company's business.

         (b)      Business of Registrant

         General

     The  Company was formed in  February  1997 and had little or no  operations
until  November,  1998, when it acquired PGRP. P&G is an  entertainment  company
involved in the music and film business.  Its principal  activity is to discover
gifted  new  artists  and to  pair  those  persons  with  experienced  teams  of
entertainers in the same or similar  fields.  The teams will serve as mentors to
the new artists and will help to further develop their skills.  Ultimately,  the
Company  (with the  artist)  will  produce a  finished  work  based on  original
material created by the artist, the Company or both or will re-record a previous
hit. Artists contract directly with the Company.  This eliminates the expense of
agents and middle  men and  translates  to a  substantial  savings  for both the
Company and the artist.


<PAGE>



Music Recording and Publishing

     In the music  industry,  P&G plans to record its artists both with original
material and with previously  released hit songs. Most works will most likely be
aimed at a pop audience,  as the Company feels that this segment of the industry
is the most  appropriate for the artists P&G currently  scouts,  is possibly the
most profitable and may be the easiest to enter with a new artist.

     P&G will manufacture the recorded material into compact disc ("CD") singles
and albums and  cassette  singles  and  albums and then will  distribute  to the
public via satellite,  cable and national TV networks  through 1-800  buy-direct
response telephone numbers, as well as over the Internet.

If Only and Touch Me

     The Company has already  recorded  the music for its first two (2) singles,
"If Only" and "Touch Me". The Company is searching  for a talented lead vocalist
to record a  "voiceover".  The singles were recorded in Nashville,  TN, with the
help of John Mattick who has worked with such groups as Alabama,  Sawyer  Brown,
and the  Righteous  Brothers.  He has arranged  and produced for Dirty  Dancing,
Michael  Jackson,  Johnny Lee, Andy Reiss,  and Reba McIntire.  Andy Reiss plays
electric  guitar and has also played for Reba  McIntire.  Dave Fowler plays bass
and has played for Lori Morgan and Dottie  West.  Rick Lonow plays drums and has
played with Bellami  Brothers.  Etta Britt is a back-up singer on the single and
has performed with Englebert Humperdink.  Larry Hanson plays acoustic guitar and
has played for both Alabama and Righteous Brothers.  Chris Hinson who works with
percussion  and  engineering  has worked  closely with Clarence  Clemmons and DJ
Jazzy Jeff,  arranging,  writing and performing original music. The singles were
test-marketed  in Nashville in 1998 and tested extremely well. The "I wanna buy"
margin was approximately 95%.

Betty Dickson

     The  Company  signed a contract  with jazz,  blues and swing  artist  Betty
Dickson to promote and sell her two full-length albums titled "Stolen Goods" and
"A Woman  For All  Seasons"  through  direct  marketing  efforts  (the  "Dickson
Contract").  The albums  were  recorded  in 1996 and 1998  respectively  and are
available in both CD and cassette  formats.  Neither  album has been released to
the public to date,  although  there have been limited sales to  individuals  at
concert events at which Ms.  Dickson has performed.  P&G is obligated to pay Ms.
Dickson $1.00 for each album sold. The contract expires September 3, 2000.

     Ms.  Dickson is also seeking to become  affiliated  with a record label.  A
record  company  contract would provide Ms. Dickson with the means to distribute
her 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 Dickson contract, P&G is entitled to receive
20% of the proceeds of any future  contract  between Ms. Dickson and such record
label.

     Ms. Dickson has recorded four (4) full-length  albums to date titled "Can't
Get Out of This Mood" in 1993,  "Many,  Many Kisses" in 1995,  "Stolen Goods" in
1996 and "A Woman For All Seasons" in 1998. She is currently  preparing material
for her next album which is currently  untitled and for which no release date is
available.


<PAGE>



     Ms.  Dickson  resides in Florida,  where she often performs in local hotels
and nightclubs,  as well as in jazz music festivals and concerts.  Additionally,
she tours  nationally and has appeared in a "Legends of Jazz" show aboard the SS
Norway.  She works  regularly with the Eddie Higgins Trio performing for the Ft.
Lauderdale Jazz Society and at other local events.

Steve Jordan

     The Company has signed a letter of intent with artist Steve Jordan to enter
into a contract for the purpose of recording a single CD and cassette to be sold
through direct response  television  advertising and through Internet sales. Mr.
Jordan is currently  completing  work on his first album and plays in the 1940's
and 1950's  contemporary  big band genre. He appeals to a wide range of ages and
musical tastes, from gospel to big band.

     Mr.  Jordan began singing to audiences at the age of three (3) and has been
singing  publicly  ever since.  He studied at the Rhode Island  Conservatory  of
Music and sang with the famous Al Kay  Orchestra  until Al Kay passed away.  Mr.
Jordan sang gospel with a group  called  Jubilee  Band in the mid 1980's and has
looked  forward to sharing his work with others  through  production of an album
ever since.

Barbara Chadwick

     The Company  signed a producers  contract with artist  Barbara  Chadwick in
September 1999 to record a single CD and cassette at New River Recording Studios
in Ft. Lauderdale,  Florida which is to be Ms. Chadwick's first album. P&G is to
bear all costs in the  production of the album,  while Ms.  Chadwick will retain
all  rights to the work  produced.  P&G shall  market the album  through  direct
response  television  advertisement as well as over the Internet.  P&G shall pay
Ms.  Chadwick a $0.12 royalty on all sales of the album through direct  response
television.

     The Company will also serve as Ms.  Chadwick's  agent and will  endeavor to
introduce Ms. Chadwick to a major record  company.  In the event such a contract
is signed, the Company is entitled to 35% of the value of such contract.

     Ms. Chadwick sings both blues and  contemporary  jazz and performs in clubs
and hotels along the east coast of the United States concentrating  primarily in
New Jersey and Florida.

Beverly Fortin

     The Company  signed a producers  contract  with  artist  Beverly  Fortin in
September 1999 to record a single CD and cassette at New River Recording Studios
in Ft.  Lauderdale,  Florida which is to be Ms. Fortin's first album.  P&G is to
bear all costs in the production of the album,  while Ms. Fortin will retain all
rights to the work produced.  P&G shall market the album through direct response
television  advertisement as well as over the Internet. P&G shall pay Ms. Fortin
a $0.12 royalty on all sales of the album through direct response television.

     The  Company  will also serve as Ms.  Fortin's  agent and will  endeavor to
introduce Ms. Fortin to a major record company.  In the event such a contract is
signed, the Company is entitled to 35% of the value of such contract.


<PAGE>





     Ms. Fortin sings pop music occasionally at local events and has served as a
backup singer to nationally known artists such as Brenda K. Star,  Mariah Carey,
Debbie Jacobs, Pamela Stanley, Jessica Williams,  Vickie Sue Robinson and Gloria
Estefan and the Miami Sound  Machine.  She owns a restaurant  in Pompano  Beach,
Florida and several other local nightclubs.

Television

     P&G also plans to explore the  possibility of a talk show based in Florida.
In 1980, the three (3) commercial networks' combined broadcast was less than 100
hours of  programming  a week.  Today  there  are six (6)  commercial  broadcast
networks and over 150 cable channels plus satellite  needing to fill up 24 hours
of every day with programs.  This  translates to over 20,000 hours of time which
programmers must fill.

     A  half-hour  prime time  series can cost over $1  million  per  episode to
produce.  These  shows are too  expensive  for many small  stations,  and in any
event,  can only run at peak hours.  News magazines and talk shows are therefore
high on the networks' wish lists.  These shows are less expensive to produce and
appeal to a large segment of the viewership. Variety shows containing new talent
are  rarely  produced  and  aired  although  they  have  remained  comparatively
inexpensive  to  produce.  Television  stations  often shy away from the task of
recruiting  new  talent for fear of  over-diversifying  from a  television  to a
television and music company.

     The Company feels that it could either  contract with a television  station
to provide talent for a television station sponsored variety show, or could fill
an entire time slot by producing a variety show of its own. By  introducing  its
talent in this medium, the Company hopes to boost record sales.

Films and Videos

     The Company may also expand into the area of the  production of movies made
strictly for the home video,  pay-per-view  and cable  television  and satellite
audiences.

Motion Picture Licensing and Distribution

     The Company may also expand its  business to include  licensing,  sales and
distribution of certain rights to independently produced feature films in a wide
variety of genres. The Company's goal would be to become  increasingly active in
acquiring both domestic and foreign distribution rights, booking motion pictures
with theatrical exhibitors, arranging for the manufacture of release prints from
the film  negative  and  promoting  the motion  pictures  with  advertising  and
publicity campaigns.

     The Company has already  begun to act as a foreign  sales agent,  licensing
distribution  rights in  markets  outside  the  United  States to  independently
produced films which are fully  financed and owned by others,  in exchange for a
sales  agency  fee.  In  addition  to the  production  of  motion  pictures  and
distribution  in the United  States,  substantial  revenues  are  possible  from
international  exploitation  of the  Company's  motion  pictures.  International
revenues of motion picture distributors from filmed entertainment grew from $4.7
billion in 1989 to $8.7  billion in 1996.  This  growth has been  attributed  to
worldwide  acceptance of and the demand for motion pictures  produced in the US,
the  privatization  of foreign  television  industries,  growth in the number of
foreign  households  with  video  cassette  players  and growth in the number of
foreign television screens.


<PAGE>





     The Company actively  participates at all three (3) major film markets (the
American Film Market,  the Cannes Film Festival and MIFED), as well as the major
television (NATPE, MIP, MIPCOM) and video (VSDA) markets.  The Company may also,
from time to time, engage  independent  representatives to assist the Company in
acquiring and/or licensing motion picture rights.

     With   respect  to   international   territories,   the  Company   licenses
distribution  rights  in  various  mediums  (such  as  theatrical,   video,  pay
television,   free   television,   satellite   and  other   rights)  to  foreign
sub-distributors  on either an  individual  rights  basis or  grouped in various
combinations of rights (which  sometimes  includes  rights in all media).  These
rights are licensed by the Company to numerous sub-distributors in international
territories  or  regions  either on a  picture-by-picture  basis or, in  certain
circumstances,  with respect to a number of motion  pictures  pursuant to output
arrangements.  Currently,  the most appealing international  territories for the
Company are Australia,  the Benelux countries,  Brazil, Canada, France, Germany,
Italy, Japan, Scandinavia, Spain and the United Kingdom.

     The terms of the Company's license agreements with foreign sub-distributors
vary  depending  upon the territory and media involved and whether the agreement
relates to a single  motion  picture or multiple  motion  pictures.  Most of the
Company's  license  agreements  will  provide  that the Company  will  receive a
minimum  guarantee  from the foreign  sub-distributor  with all or a majority of
such  minimum  guarantee  paid  prior  to, or upon  delivery  of the film to the
distributor for release in the particular territory. The remainder of any unpaid
minimum guarantee is generally payable at specified  intervals after delivery of
the film to the  sub-distributor.  The  minimum  guarantee  is  recouped  by the
sub-distributor  out of the revenues  generated from exploitation of the picture
in such territory. The foreign sub-distributor retains a negotiated distribution
fee (generally measured as a percentage of the gross revenues generated from its
distribution of the motion picture),  recoups its distribution  expenses and the
minimum guarantee and ultimately (after recoupment by the distribution expenses)
remits  to  the  Company  the  remainder  of  any  receipts  in  excess  of  the
distributor's ongoing distribution fee.

     The  Company  must  rely  on  the  foreign   sub-distributor's  ability  to
successfully  exploit the film in order to receive any proceeds in excess of the
minimum guarantee. In certain situations, the Company does not receive a minimum
guarantee from the foreign  sub-distributor  and instead  negotiates terms which
usually result,  in effect,  in an allocation of gross revenues between the sub-
distributor and the Company.  Typically the terms of such an arrangement provide
for the sub- distributor to retain an ongoing  distribution fee (calculated as a
percentage of gross receipts of the  sub-distributor  in the territory),  recoup
its expenses and pay  remaining  receipts in excess of the ongoing  distribution
fee to the Company.  Alternatively,  such as often with respect to video rights,
the terms may provide for a royalty to be paid to the  Company  calculated  as a
percentage of the gross receipts of the sub-distributor from exploitation of the
video  rights  (without   deduction  for  the   sub-distributor's   distribution
expenses).

     Groups of motion  pictures  are often  packaged and licensed as a group for
exhibition on video and television  over a period that extends beyond five years
from the  initial  domestic  theatrical  release of a  particular  film.  Motion



<PAGE>



pictures are also  licensed and  "packaged" by producers  and  distributors  for
television  broadcast in international  markets by government owned or privately
owned television studios and networks.  Pay television is less developed outside
the U.S., but is experiencing  significant  international  growth. The prominent
foreign pay television  services include channel Premiere,  STAR TV, British Sky
Broadcasting  and the  international  operations of several U.S.  cable services
including HBO, the Disney Channel and Turner Broadcasting.

Business Strategy

     The Company's business strategy,  which is dependent upon its continuing to
have sufficient cash flow from operations and/or obtaining sufficient additional
financing  with which to enhance the  commercialization  of existing  and future
products,  is to develop the talents of new artists and to either  reproduce  an
existing  work or to record  original  material  for  global  distribution.  The
Company's  revenues  to date  are  minimal  and are  based  upon  the  licensing
arrangements  it has  entered  into as a  foreign  sales  agent.  The  Company's
revenues are  dependent on the volume of sales from its products and services it
provides.

     Revenues  from sales and  services  are  recognized  in the period in which
sales are made or services are provided.  The Company's gross profit margin will
be  determined  in part by its ability to estimate  and control  direct costs of
manufacturing  and production costs and its ability to incorporate such costs in
the price charged to customers and clients.

     The Company's  objective is to become a dominant  provider of entertainment
products, initially in the music industry and eventually including music, video,
television  products as well as to become an agent for others.  To achieve  this
objective, and assuming that sufficient funds are available, the Company intends
to: (i) develop international  distribution channels and co-marketing  alliances
for the Company's  products and services;  (ii) continue to sign new artists and
to develop  their  skills and ready them for  production;  (iii) to explore  new
possibilities in television and the internet;  and (iv) to begin retail sales of
its products through Direct Sales efforts.

     Management  believes  that  the  Company  is  poised  to lead  in the  ever
developing entertainment industry.  Management expects, in the event the Company
continues to achieve  product  acceptance,  to increase  its market  penetration
through  acquisition of additional  artists,  joint venture  opportunities  with
established  market  leaders  and  expansion  of its  personnel.  However,  such
expansion  presents  certain  challenges and risks and there can be no assurance
that  the  Company,  even if it were  successful  in  acquiring  other  bases of
business  development,  would be  successful  in  profitably  penetrating  these
potential markets.

Marketing and Distribution

Marketing

     The following  discussion of the entertainment  industry,  as it relates to
the  Company's  objectives,  is of  course  pertinent  only  if the  Company  is
successful in maintaining  sufficient cash flow from operations and/or obtaining
sufficient debt and/or equity financing to commercialize its existing  products,
to add  additional  key personnel  where needed,  and to supplement  new product
development.  In  addition,  the Company  must be able to  generate  significant



<PAGE>



profits from operations  and/or additional  financing to continue  expanding the
business and/or to fund the anticipated growth,  assuming the Company's proposed
expanded business is successful. There can be no assurance such financing can be
obtained or that the Company's proposed expanded business will be successful.

     According to the National Association of Recording  Merchandisers ("NARM"),
the music  industry is a $8.79  Billion a year  enterprise,  with 32.6% of sales
being made through the use of credit cards. The Company was recently approved to
accept major credit cards and will  implement  their use on direct sales efforts
immediately.

     Although  according  to  the  Recording  Industry  Association  of  America
("RIAA")  the Internet  accounted  for only 0.3% of the total music sales in the
U.S. in 1997, the RIAA sees the Internet as, "an  opportunity to expose music to
a wider audience than ever before." The Internet is an inexpensive  medium which
also allows a company with less resources such as independents  and start-ups to
compete for sales with larger more established companies.

     In the wake of a dramatic  increase  in  Internet  sales,  the record  club
industry has reported steady declines  between the years of 1994 and 1997. While
record club  purchases  accounted for a total of 15.1% of total music sales,  in
1997 record club sales accounted for only 11.6% of total music sales. Mail order
sales, which seem to have paralleled record club sales, have reached a seven (7)
year market share low of 2.7% (RIAA).

     A significant  factor in the above  distribution forum changes has been the
introduction  of new  mediums for audio  listening.  In 1997,  full-length  CD's
dominated  the market with a 70.2% market  share.  A far second was  full-length
cassettes with only an 18.2% share. Vinyl sales however,  rose from 0.3% in 1993
(the date of CD introduction)  to 0.7% in 1997. This rise was mostly  attributed
to collectors, disk jockeys and rap music (RIAA).

     According to the RIAA,  unit shipments of all formats to direct and special
markets grew 11% from 124.7 million in mid-'98 to 138.4 million in mid-'99. This
is especially of interest to the Company, who plans to focus in these areas. The
dollar  value of  shipments  to direct and special  markets  also grew 4.7% from
$732.5 million in mid-'98 to $767.2 million in mid-'99.

     Consumer  profiles compiled by NARM are also of interest to P&G, as much of
the Company's music will appeal to an older audience.  1997 statistics show that
persons 45 years of age and older are the  second  largest  purchasers  of music
products, second only to ages 15-19.

Distribution

     The  Company's  initial  plan of  distribution  is to  market  and sell the
product  through  direct  sales  efforts.  Primarily  the Company  will focus on
infomercials to sell its products.  Print media,  direct mail and short form 120
and 60-second commercials may follow the infomercial.

     In addition to the  infomercial,  the  Company may  eventually  institute a
direct mail and sales  campaign  for the  Company's  products  which the Company
believes will generate  sales from consumers  throughout  the United States.  In
addition,  the Company has an ongoing  program to participate in trade shows and
festivals,   promotional  events  and  retail  mall  shows.  These  events  have
historically generated sales and significant exposure in the industry.


<PAGE>



     The growth  and  improvement  of direct  response  marketing  and sales via
infomercials,  home shopping  networks and commercials has had a positive impact
on the retail sales industry and  specifically on the music industry.  Companies
such as BMG and Columbia House have been  especially  successful.  Additionally,
retailers are increasingly  utilizing  alternative forms of retailing;  such as,
television  shopping  and  infomercials  and  merchandising  albums  with  other
entertainment items.

     The  Company  intends  to save  considerable  expense  by acting as its own
fulfillment  center.  Thus, all telephone sales,  packaging and shipping will be
handled  exclusively  by the  Company.  The  Company  expects  that it will have
sufficient  resources and capital necessary to expand to meet these obligations.
A shortage  of capital  could have a material  adverse  effect on the  Company's
ability to handle its fulfillment obligations in-house.

     The  Company  expects to sell its  products  in retail  stores  when profit
margins show signs of weakening through direct sales efforts.  The retail market
is expected to support the product for several years thereafter.

     The  Company's  intends to eventually  joint  venture with major  recording
labels which have the support structure necessary to record and publish an album
on a much larger scale. By joint-venturing  for manufacturing,  distribution and
finance  of  albums,  P&G hopes to be able to launch  new  artists  quickly  and
efficiently,  dedicating  adequate  funds to promote  the artist and the work to
achieve maximum exposure.

Distribution on the Internet

     The Company is also already  selling its  products  over the  Internet.  It
advertises  albums for sale directly through the Company website.  Customers are
able to browse the site,  listen to sample  wav.  files and soon will be able to
purchase  albums  directly  from  the  Company  over  the  Internet  in a secure
environment.  The Company  intends to pay for  advertising  space on  frequently
visited sites such as browsers  upon receipt of  sufficient  capital from either
revenues or debt or equity financing.

     Also,  the on-line  delivery of music and video is inevitable and the death
of the  modern  music  and  video  stores is  imminent.  P&G plans to  establish
websites to promote and distribute  its  materials,  as well as the materials of
others. Online sales are considerably less expensive to promote.

Status of Publicly Announced Products and Services

     The singles "If Only" and "Touch Me" were  originally  to be recorded  with
Michela as the lead vocalist.  The Company released information to the public in
various mediums publicizing the expected release. The singles were test-marketed
in Nashville  in 1998 and tested  extremely  well.  The "I wanna buy" margin was
approximately  95%. The Company has since elected not to use Michela as the lead
vocalist  for these two (2) singles and is  currently  searching  for a suitable
singer to replace Michela.

     Additionally,  the Betty Dickson  albums A Woman For All Seasons and Stolen
Goods  are  currently   available  through  the  Company's  website  located  at
http://www.platinum-gold.com.



<PAGE>



     No other P&G  products or services  have been  publicly  announced  and are
either in the production or planning phase.

Competition

     The Company faces competition from large,  well-established  companies with
considerably  greater financial,  marketing,  sales and technical resources than
those available to the Company. Additionally,  many of the Company's present and
potential competitors have research and development  capabilities that may allow
such competitors to develop new and improved products which may compete with the
Company's  products.  The Company's  products could be rendered obsolete or made
uneconomical  by  the  development  of  new  products,   technological  advances
affecting the cost of production, or marketing or pricing actions by one or more
of the Company's  competitors.  The Company's  business,  financial condition or
results of operations could be materially  adversely  affected by one or more of
such  developments.  There can be no assurance  that the Company will be able to
compete  successfully  against current or future competitors or that competition
will not have an material  adverse effect on the Company's  business,  financial
condition or results of operations.

Competition - Music Recording and Publishing

     Competition is intense within the music industry,  in general,  and also in
the agency or booking  aspect of the  industry  in which the Company may conduct
its operations in the future.  The Company's  opportunity to obtain clients with
the potential for achieving popular and commercial success may be limited by its
financial  resources and other assets. It is anticipated that the music industry
may be subject to changes in the  general  state of the  economy,  shifts in the
demographic  structure,  changes  in  the  buying  habits  of  the  public,  the
availability  of alternative  forms of  entertainment  and the increased cost of
doing business.  Further, there may be significant technological advances in the
future and the Company may not have adequate  creative  management and resources
to enable it to take advantage of such advances. Many of the companies and other
organizations  with which the Company  will be in  competition  have far greater
financial  resources,  greater  experience  and larger  staffs than the Company.
Additionally,  many of such organizations have proven operating histories, which
the Company lacks. The Company expects to face strong competition from both such
well-established companies and independent companies like itself.

Competition - Films

     In the event the Company enters the motion picture industry,  the Company's
movies will compete with  traditional  feature films and television  programming
produced by major movie studios,  including Disney, Warner Bros. Inc., Twentieth
Century  Fox  Film  Corporation,   Paramount  Pictures,  Sony  Pictures,   Inc.,
Lucasfilm,  Universal City Studios,  Inc. and MGM/UA,  as well as numerous other
independent motion picture and television  production  companies.  The Company's
broadcast  and home video  products  will  compete with the films of these movie
studios for audience  acceptance and exhibition  over  broadcast/cable  and home
video channels. In addition, the Company will compete with movie studios for the
acquisition  of  literary  properties,  production  financing,  the  services of
performing artists,  and the services of other creative and technical personnel.
Most of the movie studios with which the Company will compete have significantly
greater  name  recognition  and  significantly  greater  financial,   technical,
creative,  marketing,  and other  resources than does the Company.  Due to their
substantially  greater  resources,  these movie  studios  likely will be able to
enter into more favorable  distribution  arrangements and to promote their films
and television programming more successfully than the Company.




<PAGE>


Competition - Videos

     In the event the Company  enters into the video  production  industry,  the
Company's videos will compete with the feature films produced by the major movie
studios listed above as well as numerous independent production companies,  some
of whom produce movies  exclusively  for release on  videocassette.  Most of the
movie  studios with which the Company will  compete have  significantly  greater
name  recognition and  significantly  greater  financial,  technical,  creative,
marketing, and other resources than does the Company. Due to their substantially
greater  resources,  these movie studios  likely will be able to enter into more
favorable  distribution  arrangements  and to promote their films and television
programming more successfully than the Company.

Competition - Distribution on the Internet

     The market for online  commerce is extremely  competitive,  and the Company
believes  competition,  particularly in connection with online music sales, will
continue to grow and  intensify.  The  Company's  most visible  competitors  may
include  CustomDisc.com,  CDuctive,  and  amplified.com.  Although the Company's
primary  focus will be on sales of  Company  artists,  rather  than the music of
other artists,  P&G may ultimately  compete with existing  online  websites that
provide sales of pre-recorded music on the Internet.  Online competitors include
CDnow, Inc., Amazon.com,  Inc.,  barnesandnoble.com inc., Columbia House and BMG
Music Service.  CDnow purchased SuperSonic Boom, a custom compilation  provider,
in June 1998.

Sources and Availability of Raw Materials

     The materials needed to produce movies or television and to record music is
widely  available  from numerous  third parties for rent or for sale.  The final
product is then  manufactured  and mass  produced by a third  party  independent
contractor.  The raw materials to produce CD's, audio  cassettes,  digital video
disks,  videocassettes,  laser disks and other medium are widely  available from
numerous  sources.  No shortage  of  materials  is  expected in the  foreseeable
future.

Dependence on one or few customers

     The  Company  will  rely  heavily  on its  customers'  preferences  to best
determine the products  which will be produced.  The  commercial  success of the
Company's  products  will  depend on its  ability to predict the type of content
that will appeal to a broad audience.  Although the Company plans to test market
their  products  prior to their  release,  there  can be no  assurance  that the
Company  will be  able to  predict  the  appeal  of its  products  before  their
production.  Considerable  expense is  expended  on  production  costs  before a
product can be test marketed. Therefore, although a product which tests poor can
be scrapped  before  additional  expense is  incurred  associated  with  release
including  marketing and distribution,  the Company may have to bear the expense
of production  of some  products,  which may never be released.  This may have a
material adverse effect on the Company.

Research and Development

     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



<PAGE>



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.

Patents, Copyrights and Trademarks

     The Company  intends to protect its  original  intellectual  property  with
patents, copyrights and/or trademarks as appropriate.

     To date,  the Company has  registered  two (2)  copyrights.  On November 7,
1997, the Company filed on Form SR (for sound recordings) copyright applications
for the works  titled  "If Only" and  "Touch  Me".  The  effective  date of such
registrations is November 7, 1997.

Governmental Regulation

     Currently there is no government  regulation of the Company's  business nor
of the Company's products.

State and Local Licensing Requirements

     Currently there are no state or local licensing requirements which apply to
the Company's business or to its products

Effect of Probable Governmental Regulation on the Business

     Currently there is no government  regulation of the Company's  business nor
of the  Company's  products.  However,  new laws  are  emerging  which  regulate
commerce over the internet and the way data and  information  may be transmitted
over the  Internet.  Should  the  Company  engage in  activities  involving  the
Internet in the future, it may be subject to these laws and/or regulations.

     As the Company's  products and services are available  over the Internet in
multiple states and foreign  countries,  these  jurisdictions may claim that the
Company is required to qualify to do business as a foreign  corporation  in each
such state and foreign  country.  New legislation or the application of laws and
regulations from jurisdictions in this area could have a detrimental effect upon
the Company's business.

     A governmental  body could impose sales and other taxes on the provision of
the  Company's  products and services,  which could  increase the costs of doing
business.  A number of state and local  government  officials  have asserted the
right or indicated a willingness  to impose taxes on  Internet-related  services
and commerce,  including sales, use and access taxes; however, no such laws have
become  effective to date. The Company  cannot  accurately  predict  whether the



<PAGE>



imposition  of any such  taxes  would  materially  increase  its  costs of doing
business or limit the services  which it  provides,  since it may be possible to
pass on some of these costs to the consumer and continue to remain competitive.

     If,  as the law in this area  develops,  the  Company  becomes  liable  for
information  carried on, stored on, or disseminated  through its website, it may
be  necessary  for the Company to take steps to reduce its exposure to this type
of liability through  alterations in its equipment,  insurance or other methods.
This may  require  the  Company  to spend  significant  amounts of money for new
equipment or premiums and may also require it to discontinue offering certain of
its products or services.

     Due to the increasing  popularity  and use of the Internet,  it is possible
that  additional  laws  and  regulations  may be  adopted  with  respect  to the
Internet,  covering issues such as content,  privacy, access to adult content by
minors, pricing, bulk e-mail (spam), encryption standards,  consumer protection,
electronic  commerce,  taxation,  copyright  infringement and other intellectual
property issues.  P&G cannot predict the impact,  if any, that future regulatory
changes or developments may have on the Company's business, financial condition,
or results of operation.

Cost of Research and Development

     For fiscal year 1999, the Company expended no measurable amount of money on
research  and  development  efforts.  At the  current  time,  none of the  costs
associates  with research and  development  are bourne directly by the customer;
however there is no guarantee that such costs will not be bourne by customers in
the future  and, at the current  time,  the Company  does not know the extent to
which such costs will be bourne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     The  Company's  business is not subject to  regulation  under the state and
Federal  laws  regarding  environmental   protection  and  hazardous  substances
control. The Company is unaware of any bills currently pending in Congress which
could change the application of such laws so that they would affect the Company.

Employees and Consultants

     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.

     In October 1998, prior to its acquisition by the Company, PGRP entered into
an agreement with Randy Bernsen to be a Director of PGRP. The term was until the
next annual meeting of the  shareholders and directors.  As compensation,  Randy
Bernsen was promised 10,000 shares of the restricted common stock of the Company
upon the share exchange to be conducted in November 1998. The shares were issued
in January  1999  pursuant  to  Section  4(2) of the Act,  Rule 506 and  Section
517.061(11) of the Florida code. See Part III, Item 10. "Executive  Compensation
- Employee Contracts and Agreements";  Part III, Item 11. "Security Ownership of
Certain  Beneficial  Owners and  Management";  and Part III,  Item 12.  "Certain
Relationships and Related Transactions".


<PAGE>





     In November 1998,  prior to its  acquisition  by the Company,  PGRP entered
into  an  agreement  with  Glenda   Grainger  to  be  a  Director  of  PGRP.  As
compensation,  Glenda  Grainger was  promised  10,000  shares of the  restricted
common stock of the Company upon the share  exchange to be conducted in November
1998.  The shares were issued in January  1999  pursuant to Section  4(2) of the
Act, Rule 506 and Section  517.061(11)  of the Florida code.  See Part III, Item
10. "Executive Compensation - Employee Contracts and Agreements"; Part III, Item
11. "Security  Ownership of Certain Beneficial Owners and Management";  and Part
III, Item 12. "Certain Relationships and Related Transactions".

     In November 1998, the Company entered into a share exchange  agreement with
PGRP, and its shareholders  which had been formed in June 1997. The exchange was
made whereby the Company issued 10,000,000 shares of its restricted common stock
to the shareholders of PGRP for all of the issued and outstanding stock of PGRP.
As part of the exchange, Ms. Neal, Ms. Peters and Ms. Cavell received 6,000,000,
2,000,000  and  2,000,000  shares  of  the  Company's  restricted  common  stock
respectively.  This offering was  conducted  pursuant to Section 4(2) of the Act
and Rule 506 and Section  517.061(11)  of the Florida Code.  See Part I, Item 6.
"Management's  Discussion  and  Analysis or Plan of  Operation  -  Stockholders'
Equity";  Part III, Item 10.  "Executive  Compensation - Employee  Contracts and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

     In January 1999, the Company issued 10,000 shares of its restricted  common
stock to Margaret Ann Ronayne in  connection  with her agreement to serve on the
Company's  Board of Directors  and a  Representation  Agreement  entered into in
December 1998. The shares were issued  pursuant to Section 4(2) of the Act, Rule
506 and  Section  517.061(11)  of the  Florida  code.  See  Part  III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

     In September 1999, the Company executed a Promissory Note in favor of Carol
Neal,  the  Company's  past  Chairman,  President and Treasurer in the amount of
$24,600. The Note was in exchange for monies lent by Ms. Neal to the Company for
working  capital.  The Note has since been repaid by the Company.  See Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

     In November 1999, the Company entered into a consulting contract with Joyce
Research  Group,  Inc. to provide  financial  public  relations  services to the
Company. As payment for these services, the Company committed to pay $225,000 or
to issue  shares  of its  "free-trading"  Common  Stock  within a six (6)  month
period.  An initial  payment of $50,000 was made in December 1999. See Part III,
Item 12. "Certain Relationships and Related Transactions".

     In  November  and  December  1999,  the  Company  entered  into  consulting
contracts with three (3) individuals to provide  financial,  public and investor
relations  services to the Company.  As payment for such  services,  the Company



<PAGE>



issued  800,000  shares of its Common Stock and paid $20,000 For such  offering,
the Company  relied  upon  Section  3(b) of the Act,  Rule 701,  NSMIA,  Section
517.061(11) of the Florida Code and Section  10-5-9(13) of the Georgia Code. See
Part III, Item 12. "Certain Relationships and Related Transactions".

Item 2.           Description of Property

     The  Company  maintains  its  executive  offices at 12724 N.W.  11th Court,
Sunrise, Florida 33323, which is the residence of both Valerie Peters and Louise
Cavell.  Approximately 500 square feet of space is devoted entirely to P&G as an
office. Its telephone number is (800) 525-8495 and its facsimile number is (954)
845-0656.  The Company  plans to lease  office  space in either  Broward or Palm
Beach County, Florida upon receipt of sufficient capital resulting from revenues
or debt or equity financing. It is planned that such office space shall serve as
the Company  headquarters  and also as a  fulfillment  center for the  Company's
products.

     The Company owns no real  property and its  personal  property  consists of
furniture,  fixtures and equipment,  with an original cost of $2,177 on July 31,
1999.

Item 3. Legal Proceedings

     No legal  proceedings  have been initiated either by or against the Company
to date.

Item 4. Submission of Matters to a Vote of Security Holders

     No matter was  submitted to a vote of the Company's  shareholders,  through
the  solicitation  of proxies or otherwise  from the Company's  inception to the
close of the 1999 fiscal year ended December 31, 1999, covered by this report.

Item 5. Market for Common Equity and Related Stockholder Matters.

     Shares of the Company's  Common Stock have  previously been registered with
the Securities and Exchange Commission (the  "Commission").  The Company intends
to and has made application to the NASD for the Company's shares to be quoted on
the OTC  Bulletin  Board.  The  Company's  application  to the NASD  consists of
current  corporate  information,  financial  statements  and other  documents as
required by Rule  15c2-11 of the  Exchange  Act.  Inclusion  on the OTC Bulletin
Board,  when approved,  permits price  quotation for the Company's  shares to be
published by such service.

     The  Company  is not aware of any  existing  trading  market for its Common
Stock. The Company's Common Stock has never traded in a public market. There are
no plans,  proposals,  arrangements  or  understandings  with any person(s) with
regard  to  the  development  of a  trading  market  in  any  of  the  Company's
securities.

     If and when the  Company's  Common Stock is traded in the  over-the-counter
market,  most  likely the shares  will be subject to the  provisions  of Section
15(g) and Rule 15g-9 of the  Securities  Exchange  Act of 1934,  as amended (the
Exchange Act"),  commonly  referred to as the "penny stock" rule.  Section 15(g)
sets  forth  certain  requirements  for  transactions  in penny  stocks and Rule
15g9(d)(1)  incorporates  the  definition  of penny  stock as that  used in Rule
3a51-1 of the Exchange Act.




<PAGE>




     The Commission generally defines penny stock to be any equity security that
has a market  price less than $5.00 per  share,  subject to certain  exceptions.
Rule 3a51-1  provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  If the Company's shares are deemed to be a penny stock,  trading in
the shares will be subject to additional sales practice  requirements on broker-
dealers who sell penny stocks to persons  other than  established  customers and
accredited  investors,  generally persons with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouse.

     For transactions covered by these rules, broker-dealers must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  Common Stock and may affect the
ability of shareholders to sell their shares.

     As of March 30,  2000,  there were 62  holders  of record of the  Company's
Common Stock.

     As of March 30, 2000, the Company has 12,431,000 shares of its Common Stock
issued and  outstanding,  10,830,000 of which are restricted Rule 144 shares and
1,601,000 of which are free- trading. Of the Rule 144 shares,  10,030,000 shares
have been held by affiliates of the Company for more than one (1) year.

Dividend Policy

     The Company has never paid or declared  any  dividends  on its Common Stock
and does not anticipate paying cash dividends in the foreseeable future.

Item 6.    Management's Discussion and Analysis or Plan of Operation

     Initially  the  Company  was engaged in the  medical  supply  business.  In
November  1998, at the time it acquired PGRP as a wholly-owned  subsidiary,  its
purpose changed to P&G's initial purpose of discovering,  developing,  recording
and  marketing  new  talent  in  the  entertainment  industry.  PGRP's  founding
philosophy arose from the diversified experience of its management in the music,
video, film and related industries.



<PAGE>



     The Company was in the development stage until November 1998 when the Share
Exchange took place between PGRP and the Company and is still emerging from that
stage.  The Company has only recently begun selling the Betty Dickson albums and
has not yet completed the "If Only" and "Touch Me" singles. From the date of the
Share Exchange in November 1998 through December 31, 1999, the Company generated
no revenues.  Since inception  (February 17, 1997 through December 31, 1999, the
Company has generated  cumulative losses of approximately  $234,959.  Due to the
Company's limited operating history and limited resources,  among other factors,
there can be no  assurance  that  profitability  or  significant  revenues  on a
quarterly or annual basis will occur in the future.

     The Company is currently  preparing to launch its first two (2) singles and
expects to introduce other products by Ms. Dickson and others by the end of 2000
and expects to continue to invest significant  resources in several new products
and enhancements through 2000.

     Since  recording  of the  first  two (2)  singles  and upon  entering  into
contracts with several artists, the Company has begun to make preparations for a
period of growth,  which may require it to  significantly  increase the scale of
its operations. This increase will include the hiring of additional personnel in
all functional areas and will result in significantly higher operating expenses.
The  increase in  operating  expenses is expected to be matched by a  concurrent
increase in revenues.  However,  the  Company's  net loss may  continue  even if
revenues  increase  and  operating  expenses  may still  continue  to  increase.
Expansion of the  Company's  operations  may cause a  significant  strain on the
Company's  management,  financial and other resources.  The Company's ability to
manage recent and any possible future growth,  should it occur, will depend upon
a significant  expansion of its accounting and other internal management systems
and the  implementation  and  subsequent  improvement  of a variety of  systems,
procedures and controls.  There can be no assurance that significant problems in
these areas will not occur.  Any failure to expand these areas and implement and
improve such systems,  procedures and controls in an efficient  manner at a pace
consistent with the Company's  business could have a material  adverse effect on
the Company's  business,  financial  condition and results of  operations.  As a
result of such expected expansion and the anticipated  increase in its operating
expenses,  as well as the difficulty in forecasting  revenue levels, the Company
expects to continue to  experience  significant  fluctuations  in its  revenues,
costs and gross margins, and therefore its results of operations.

Results of  Operations  - Full Fiscal Years - December 31, 1999 and December 31,
1998

Revenues

     Revenues for the twelve month period ended December 31, 1999 was $0 and for
the twelve month period ended December 31, 1998 was $0.

Operating Expenses

     Operating  Expenses  for the  twelve  months  of  calendar  year  1999 were
$216,909 versus $18,050 from inception (February 19, 1997) to December 31, 1998.
Net loss was $216,909 and $18,050 respectively.



<PAGE>



     During 1999, the officers of the Company incurred expenses on behalf of the
Company,  for which they had yet to receive  reimbursement  as of  December  31,
1999,  which expenses  totaled  $20,589 and for which the Company  accounted for
such unpaid expenses as shareholder loans on the Company's balance sheet.

Assets and Liabilities

     Assets were  $134,996 as of December 31,  1999,  and $38,375 as of December
31,  1998.  As of December  31,  1998,  assets  consisted  primarily of deferred
production costs and organizational  costs with a net book value of $34,683.  As
of December 31, 1999,  assets  consisted  primarily  of cash.  Liabilities  were
$352,346 and $39,670 as of December 31, 1999 and December 31, 1998 respectively.
As of December 31, 1999,  liabilities  consisted primarily of accounts and notes
payable.

     During the year ended  December  31,  1999,  the Company  owed its officers
$20,589 for expenses advanced on behalf of the Company.

Stockholders' Equity

     Stockholders' equity was ($271,350) as of December 31, 1999 and ($1,295) as
of December 31, 1998. The Company had 12,431,000 and 11,600,000 shares of common
stock issued and outstanding at December 31, 1999 and 1998, respectively.

     In November 1998, the Company entered into a share exchange  agreement with
PGRP, and its shareholders  which had been formed in June 1997. The exchange was
made whereby the Company issued 10,000,000 shares of its restricted common stock
to the shareholders of PGRP for all of the issued and outstanding stock of PGRP.
As part of the exchange, Ms. Neal, Ms. Peters and Ms. Cavell received 6,000,000,
2,000,000  and  2,000,000  shares  of  the  Company's  restricted  common  stock
respectively.  This offering was  conducted  pursuant to Section 4(2) of the Act
and Rule 506 and Section 517.061(11) of the Florida Code. See Part III, Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

Financial Condition, Liquidity and Capital Resources

     At  December  31,1999 the Company had cash of $98,329 as compared to $1,553
at December 31, 1998.

     In July 1999, the Company  initiated an offering of its Convertible  Notes.
The Notes have a term of one (1) year,  bear  interest at a rate of nine percent
(9%) and are  automatically  convertible to shares of the Company's Common Stock
in one (1)  year (if they are not  converted  earlier)  at a price of $1.00  per
share plus  interest,  which interest is also payable in shares of the Company's
Common Stock.  To date,  one (1) note has been sold in the  principal  amount of
$200,000 in December  1999.  The  offering is ongoing.  For such  offering,  the
Company relied upon Section 3(b) of the Act, Rule 504 and Section 517.061(11) of
the Florida Code.  See Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".


<PAGE>




     The Company may raise  additional  capital  through  private  and/or public
sales of securities in the future but has no definite commitments at this time.

Year 2000 Compliance

     The Year 2000  Issue is the  result of  potential  problems  with  computer
systems or any equipment  with computer  chips that use dates where the date has
been stored as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock
or date recording  mechanism  including date sensitive  software which uses only
two digits to represent  the year,  may  recognize the date using 00 as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

     The Company determined that the Year 2000 impact is not material to P&G and
that it will not impact its business,  operations or financial  condition  since
all of the internal software utilized by the Company has the capability of being
upgraded to support Year 2000 versions.

     The  Company  believes  that  it has  disclosed  all  required  information
relative to Year 2000 issues relating to its business and  operations.  However,
there can be no  assurance  that the  systems  of other  companies  on which the
Company's systems rely also will be timely converted or that any such failure to
convert by another  company  would not have an adverse  affect on the  Company's
systems.

Forward-Looking Statements

     This Form 10-KSB 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-KSB 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),  demand
for the Company's  products and services,  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-KSB 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.



<PAGE>



Item 7.                    Financial Statements

     The  Company's  financial  statements  have  been  examined  to the  extent
indicated in their  reports by Michael  Kravatz,  C.P.A,  independent  certified
accountants,  and have been  prepared  in  accordance  with  generally  accepted
accounting  principles  and pursuant to  Regulation  S-B as  promulgated  by the
Securities and Exchange  Commission and are included herein,  on Page F-1 hereof
in response to Part F/S of this Form 10-KSB.

Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure.

     The Company has used the accounting firm of Michael Kravatz,  C.P.A.  since
October 1999. Their address is 4747 Hollywood  Boulevard,  Suite 104, Hollywood,
FL  33021.  There has been no change  in the  Company's  independent  accountant
during the period  commencing  with the Company's  retention of Michael  Kravatz
C.P.A. through the date hereof.



                             PLATINUM AND GOLD INC.
                          (a Development Stage Company)


TABLE OF CONTENTS                                                    Page



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   F-1

FINANCIAL STATEMENTS:

Consolidated Balance Sheets                                          F-3

Consolidated Statements of Operations                                F-4

Consolidated Statements of Stockholders' Equity (Deficit)            F-5

Consolidated Statements of Cash Flows                                F-6

Notes to Consolidated Financial Statements                           F-7



<PAGE>







REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders
Platinum and Gold, Inc.

I have  audited the  accompanying  consolidated  balance  sheets of Platinum and
Gold, Inc. and Subsidiary (a Development Stage Company) as of December 3l, l999,
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficit) and cash flows for the year ended December 3l, l999.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial  statements  based on my audit.  The
financial  statements of Platinum and Gold,  Inc. and  Subsidiary (a Development
Stage  Company) as of December  31, 1998 were audited by other  auditors,  whose
report  dated  January  18,  1999  expressed  an  unqualified  opinion  on those
statements.

I conducted our audit in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance  about  whether  the  financial  statements  are  free  from  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for our opinion.

In my opinion,  the financial  statements referred to above,  present fairly, in
all material  respects,  the financial  position of Platinum and Gold,  Inc. and
Subsidiary  (a  Development  Stage  Company),  as of  December  3l, l999 and the
results of its  operations  and its cash flows for the year ended  December  3l,
l999, in conformity with generally accepted accounting principles.

The Company is in the development  stage as of December 3l, l999 and to date has
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.







F-1




<PAGE>





The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. The Company has suffered losses and has yet to
generate an internal cash flow that raises  substantial  doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Michael Kravatz
Michael Kravatz, C.P.A.



March 2l, 2000















                                      F-2






<PAGE>




<TABLE>
<CAPTION>
                     PLATINIUM AND GOLD, INC. AND SUBSIDIARY
                          (a Development Stage Company)

                           Consolidated Balance Sheets

      ASSETS

                                                              December 3l,
                                                                  1999          1998
<S>                                                           <C>               <C>
Current assets:
         Cash                                                 $         98,329   $        l,533

                  Total current assets                                  98,329            1,533
                                                              ----------------  ----------------
Equipment- net                                                           4,321            l,959
Other assets                                                            32,346           34,883
                                                              ----------------  ----------------
                  Total assets                                $         134,99  $        38,375
                                                              ----------------  ----------------

    LIABILITIES AND STOCKHOLDERS' EQUITY  (DEFICIT)

Current liabilities
  Accounts payable                                            $        131,757  $        24,649
  Notes payable                                                        200,000                -
                                                              ----------------  ----------------
         Total current liabilities                                     331,757           24,649
                                                              ----------------  ----------------
Stockholder loans                                                       20,589           l5,021
                                                              ----------------  ----------------
Total liabilities                                                      352,346           39,670
                                                              ----------------  ----------------
Stockholders' (deficit):
  Common stock, $.00l 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                      (234,959)         (18,050)
                                                              ----------------  ----------------
                  Total stockholders' (deficit)                       (217,350)          (1,295)
                                                              ----------------  ----------------
Total liabilities and equity                                  $        134,996  $        38,375
                                                              ----------------  ----------------
</TABLE>



         See accompanying notes to the consolidated financial statements
                                      F-3


<PAGE>



<TABLE>
<CAPTION>
                     PLATINIUM AND GOLD, INC. AND SUBSIDIARY
                          (a Development Stage Company)

                      Consolidated Statements of Operations

                                                     From                     From
                                                     Inception  to            Inception  to
                              Year Ended             (February 19, 1997)      (February 19,1997)
                              December 31, 1999      December 31, 1998        December 31,1999
                              -----------------      -------------------      -----------------
<S>                           <C>                    <C>                      <C>
Advertising                   $    370               $                        $      370
Amortization Expense             3,200                                             3,200
Automobile Expense               1,322                                             1,322
Contract Labor                   2,508                                             2,508
Consulting Expense             195,000                       1,170               196,170
Interest Expense                   437                                               437
Office Expenses                  3,999                       3,368                 7,367

Professional fees                7,762                       8,233                15,995
Stockholder expenses                15                       1,935                 1,950
Travel and Entertainment         1,352                       2,826                 4,178
Taxes and Licenses                 205                         300                   505
Depreciation expense               739                         218                   957

                               216,909                      18,050               234,959
                             ------------------      -------------------      -----------------
          Net Loss           $(216,909)              $     (18,050)           $ (234,959)

Net loss
     per common share:
     Basic
         Net Loss per share  $  (0.0186)                 (0.0015)                 (0.0201)
                             ------------------      -------------------      -----------------
     Diluted
         Net loss per share  $  (0.0183)                 (0.0015)                 (0.0198)
                             ------------------      -------------------      -----------------
</TABLE>








        See accompanying notes to the consolidated financial statements.


                                      F-4






<PAGE>



<TABLE>
<CAPTION>
                     PLATINUM AND GOLD, INC. AND SUBSIDIARY
                         (a Development Stage Company )

            Consolidated Statement of Stockholders' Equity (Deficit)

                            For the Periods Indicated



                                                                                   Deficit
                                         Common stock                              accumulated
                                     -------------------         Additional        during the
                                  Numbers                        Paid-in           development       Subscriptions
                                  of Shares       Amount         capital           stage             Receivable        Total
                                  --------------- -------------- --------------    ------------      --------------    ----------
<S>                               <C>             <C>            <C>               <C>               <C>               <C>
Balance, February 19,1997
(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 Commons Stock                 831,000   $         76  $        778                                         $     854
                                     ------------   ------------  ------------      ------------      ------------     -----------
Net Loss                                                                               (216,909)                        (216,909)
                                     ------------   ------------  ------------      ------------      ------------     -----------
Balance, December 31, 1999             12,431,000   $      5,178  $     12,431         (234,959)                        (217,350)
</TABLE>






        See accompanying notes to the consolidated financial statements.

                                      F-5




<PAGE>


<TABLE>
<CAPTION>
                     PLATINUM AND GOLD, INC. AND SUBSIDIARY
                          (a Development Stage Company)

                      Consolidated Statements of Cash Flows




                                                         From                    From
                                                         Inception               Inception
                                    Year Ended           (February 19, 1997) to  (February 19, 1997) to
                                    December 31, 1999    December 31, 1998       December 31, 1999

Net loss                            $       (216,909)    $        (18,050)       $      (234,959)
                                    ------------------   ----------------------- -------------------
<S>                                 <C>                  <C>                     <C>
Adjustments to reconcile net loss
to net cash used for operating
activities:
     Amortization expense                     3,200                     0                  3,200
     Depreciation expense                       739                   218                    957
     Increase in other assets                  (663)              (34,883)               (35,546)
     Increase in accounts payable           107,107                24,649                131,756
                                    ------------------   ----------------------- -------------------
     Total adjustments                      110,383               (10,016)               100,367
                                    ------------------   ----------------------- -------------------
      Net cash used for operating
       activities                          (106,526)              (28,066)              (134,592)
                                    ------------------   ----------------------- -------------------
Cash flows for investing activities:
     Acquisition of  equipment               (3,101)               (2,177)                (5,278)
                                    ------------------   ----------------------- -------------------
      Net cash used for investing
         activities                          (3,101)               (2,177)                (5,278)
                                    ------------------   ----------------------- -------------------
Cash flows from financing activities:
  Proceeds from stockholder loans, net
                                              5,568                15,021                  20,589
     Proceeds from Notes Payable            200,000                     0                 200,000
     Proceeds from issuance of
          common stock                          855                16,755                  17,610
                                    ------------------   ----------------------- -------------------
    Net cash provided by financing
         activities                         206,423                31,776                 238,199
                                    ------------------   ----------------------- -------------------
Net increase (decrease) in cash              96,796                 1,533                  98,329

Cash at beginning of period                   1,533                     0                       0
                                    ------------------   ----------------------- -------------------
Cash at end of period                 $      98,329        $        1,533        $         98,329
                                    ------------------   ----------------------- -------------------
</TABLE>

        See accompanying notes to the consolidated financial statements.
                                      F-6



<PAGE>



                     PLATINUM AND GOLD, INC. AND SUBSIDIARY
                         (a Development Stage Company)

                   Notes to Consolidated Financial Statements

(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, 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.

(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
         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.

         (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.





                                                                     (Continued)


                                      F-7





<PAGE>




                     PLATINUM AND GOLD, INC. AND SUBSIDIARY
                         (a Development Stage Company)

                   Notes to Financial Statements (Continued)


(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
         (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.

(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 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 (Continued)


(4)      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.

(5)      OTHER ASSETS

Other assets consist of the following:
                                                        December 31,
                                                  1999               1998
                                            ----------------  -----------------
         Deferred production costs          $        19,546   $          18,683
         Organization costs                          12,800              16,000
         Security deposits                                                  200
                                            ----------------  -----------------
                  Totals                    $         32,346  $          34,883
                                            ----------------  -----------------

(6)      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.

(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.



                                                                     (continued)
                                      F-9



<PAGE>




PLATINUM AND GOLD, INC. AND SUBSIDIARY
( a Development Stage Company)

Notes to Financial Statements (Continued)

(8)      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 December 31, 1999.



(9) One of the founding  and primary  shareholders  of the company,  Carol Neal,
passed away on December 29, 1999.








                                      F-10


<PAGE>




PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

     (a) Set forth below are the names,  ages,  positions,  with the Company and
business experiences of the executive officers and directors of the Company.

Name                          Age       Position(s) with Company
----------------              --        ----------------------------------
Louise Cavell                 56        President, Treasurer and Chairman

Valerie Peters                61        Vice-President, Secretary and Director

Glenda Grainger-Miller        55        Director

Randy Bernsen                 46        Director

Margaret Ann Ronayne          49        Director

     All  directors  hold office until the next annual  meeting of the Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.





<PAGE>


Family Relationships

     There are no family  relationships  between or among the executive officers
and directors of the Company.

Business Experience

     Louise  Cavell,  age 56,  currently  serves as a President,  Treasurer  and
Chairman.  She has served in these  capacities  since the death of Carol Neal in
December 1999.  She obtained a Real Estate  Broker's  License in 1977,  which is
still active.  Ms.  Cavell  graduated  from Newfield High School in 1962.  Since
1981,  Ms. Cavell has co-owned and  co-managed  Sunglass  Haven with Ms. Peters.
Also between the years of 1992 and 1995, she owned a cocktail  lounge located in
Davie, Florida.

     Valerie Peters, age 61, currently serves as Vice-President, Secretary and a
Director.  She has served as  Vice-President  and as a Director  since the Share
Exchange  in  November  1998 and as  Secretary  since the  death of Ms.  Neal in
December  1999.  Since 1981,  Ms. Peters has co- owned and  co-managed  Sunglass
Haven, a high-end wholesale/retail outfitter for annual local and national trade
shows.  Sunglass Haven provides  specialty  eyewear for the  marine/water  sport
industry. Ms. Peters graduated from Wm. Culen Bryant High School in 1956.

     Glenda  Grainger-Miller,  age 55, currently  serves as a Director.  She has
served  in this  capacity  since  the  Share  Exchange  in  November  1998.  Ms.
Grainger-Miller  worked for Miller-  Reich  Productions,  Inc.  as a  Production
Associate and Executive Administrator in North Miami Beach, Florida from 1972 to
1994.  Between  January and May 1995,  she produced  Cruise Ship Revue Shows for
Holland America Cruise Lines in Miami Florida for Glen-Scott  Productions,  Inc.
She currently works for FJM Productions,  Inc. in Coral Springs,  Florida, where
she is an Associate Producer, Executive Administrator and Executive Assistant to
the President.  Ms. Grainger-Miller  graduated from Great Britain High School in
1962. She is fluent (written and  conversational) in French and Spanish and also
speaks conversational Italian.

     Randy Bernsen,  age 46, currently  serves as a Director.  He has served the
Company in this capacity  since the Share Exchange in November 1998. Mr. Bernsen
currently owns a digital recording studio, where he has produced his own work as
well as the work of other  artists.  Mr. Bernsen  travels  annually to Southeast
Asia and Europe to perform in concert with other jazz musicians. He also teaches
music and performs locally. Mr. Bernsen graduated from Plantation High School in
1972.

     Margaret  Ann  Ronayne,  age 49,  currently  serves as a Director.  She has
served the Company in this capacity  since December 1999. Ms. Ronayne has worked
as National Top 40's  Promotional  Director of Arista Records since 1993.  There
she is responsible  for radio  exposure for Whitney  Houston,  Aretha  Franklin,
Kenny G.,  Barry  Manilow,  Tony  Braxton,  Puff Daddy and others.  Ms.  Ronayne
graduated from St. Thomas Aquinas High School in 1969.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     No Director,  Officer,  Beneficial  Owner of more than ten percent (10%) of
any class of equity  securities of the Company  failed to file on a timely basis
reports required by Section 16(a)


<PAGE>



of the Exchange Act during the most recent fiscal year or prior fiscal years.

Item 10. Executive Compensation

<TABLE>
<CAPTION>
Name            Year  Annual  Annual  Annual  LT Comp   LT      LTIP       All
and Post              Comp    Comp    Comp    Rest      Comp    Payouts    Other
                      Salary  Bonus   Other   Stock     Options            (1)
                      (1)     ($)
-------------------------------------------------------------------------------
<S>             <C>   <C>     <C>     <C>     <C>       <C>     <C>        <C>
Louise          1998   $0                     (2)
Cavell,
President,      1999   $0
Treasurer
and
Chairman
-------------------------------------------------------------------------------
Valerie         1998   $0                     (2)
Peters, Vice-
President,      1999   $0
Secretary
and Director
-------------------------------------------------------------------------------
Glenda          1998   $0
Grainger-
Miller,         1999   $0                     (3)
Director
-------------------------------------------------------------------------------
Randy           1998   $0
Bernsen,
Director        1999   $0                     (4)
-------------------------------------------------------------------------------
Margaret        1998   $0
Ann
Ronayne,        1999   $0                     (5)
Director
---------------
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

(2)  In November 1998, the Company entered into a share exchange  agreement with
     PGRP, and its shareholders which had been formed in June 1997. The exchange
     was made whereby the Company  issued  10,000,000  shares of its  restricted
     common  stock  to the  shareholders  of  PGRP  for  all of the  issued  and
     outstanding  stock of PGRP. As part of the exchange,  Ms. Neal,  Ms. Peters
     and Ms. Cavell received  6,000,000,  2,000,000 and 2,000,000  shares of the
     Company's restricted common stock respectively. This offering was conducted
     pursuant to Section 4(2) of the Act and Rule 506 and Section 517.061(11) of


<PAGE>



     the Florida  Code.  See Part III, Item 11.  "Security  Ownership of Certain
     Beneficial  Owners  and  Management";  and  Part  III,  Item  12.  "Certain
     Relationships and Related Transactions".

(3)  In November 1998,  prior to its  acquisition  by the Company,  PGRP entered
     into an  agreement  with  Glenda  Grainger  to be a  Director  of PGRP.  As
     compensation,  Glenda Grainger was promised 10,000 shares of the restricted
     common  stock of the Company  upon the share  exchange to be  conducted  in
     November  1998.  The shares were issued in January 1999 pursuant to Section
     4(2) of the Act, Rule 506 and Section  517.061(11) of the Florida code. See
     Part I, Item 7. "Certain Relationships and Related Transactions";  and Part
     II, Item 4. "Recent Sales of Unregistered Securities."

(4)  In October 1998, prior to its acquisition by the Company, PGRP entered into
     an  agreement  with Randy  Bernsen to be a Director  of PGRP.  The term was
     until  the next  annual  meeting  of the  shareholders  and  directors.  As
     compensation,  Randy Bernsen was promised  10,000 shares of the  restricted
     common  stock of the Company  upon the share  exchange to be  conducted  in
     November  1998.  The shares were issued in January 1999 pursuant to Section
     4(2) of the Act, Rule 506 and Section  517.061(11) of the Florida code. See
     Part I, Item 7. "Certain Relationships and Related Transactions";  and Part
     II, Item 4. "Recent Sales of Unregistered Securities."

(5)  In January 1999, the Company issued 10,000 shares of its restricted  common
     stock to Margaret Ann Ronayne in connection  with her agreement to serve on
     the Company's Board and a Representation Agreement entered into in December
     1998. The shares were issued  pursuant to Section 4(2) of the Act, Rule 506
     and Section  517.061(11)  of the Florida code. See Part I, Item 7. "Certain
     Relationships and Related Transactions"; and Part II, Item 4. "Recent Sales
     of Unregistered Securities."

(6)  In September 1999, the Company executed a Promissory Note in favor of Carol
     Neal, the Company's past Chairman, President and Treasurer in the amount of
     $24,600.  The Note  was in  exchange  for  monies  lent by Ms.  Neal to the
     Company for working capital. The Note has since been repaid by the Company.
     See Part III, Item 11. "Security Ownership of Certain Beneficial Owners and
     Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
     Transactions".

Compensation of Directors

     The Company has no standard  arrangements for compensating the directors of
the Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth information as of March 30, 2000,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.



<PAGE>



<TABLE>
<CAPTION>
Name and Address of         Title of      Amount and Nature of       Percent of
Beneficial Owner            Class         Beneficial Owner           Class
-------------------------------------------------------------------------------
<S>                         <C>           <C>                        <C>
Carol Neal(2)(3)            Common        6,000,000                   48.3%

Valerie Peters(2)           Common        2,000,000                   16.1%

Louise Cavell(2)            Common        2,000,000                   16.1%

Glenda Grainger-Miller(4)   Common           10,000                    0.1%

Randy Bernsen(5)            Common           10,000                    0.1%

Margaret Ann Ronayne(6)     Common           10,000                    0.1%

All Executive Officers and  Common       10,030,000                   80.7%
Directors as a Group
(six (6) persons)
-------------------
</TABLE>

(3)  The address for each of the above is c/o  Platinum  and Gold,  Inc.,  12724
     N.W. 11th Court, Sunrise, FL 33323.

(4)  In November 1998, the Company entered into a share exchange  agreement with
     PGRP, and its shareholders which had been formed in June 1997. The exchange
     was made whereby the Company  issued  10,000,000  shares of its  restricted
     common  stock  to the  shareholders  of  PGRP  for  all of the  issued  and
     outstanding  stock of PGRP. As part of the exchange,  Ms. Neal,  Ms. Peters
     and Ms. Cavell received  6,000,000,  2,000,000 and 2,000,000  shares of the
     Company's restricted common stock respectively. This offering was conducted
     pursuant to Section 4(2) of the Act and Rule 506 and Section 517.061(11) of
     the Florida Code. See Part III, Item 12. "Certain Relationships and Related
     Transactions".

(3)  In September 1999, the Company executed a Promissory Note in favor of Carol
     Neal, the Company's past Chairman, President and Treasurer in the amount of
     $24,600.  The Note  was in  exchange  for  monies  lent by Ms.  Neal to the
     Company for working capital. The Note has since been repaid by the Company.
     See Part III, Item 12. "Certain Relationships and Related Transactions".

(4)  In November 1998,  prior to its  acquisition  by the Company,  PGRP entered
     into an  agreement  with  Glenda  Grainger  to be a  Director  of PGRP.  As
     compensation,  Glenda Grainger was promised 10,000 shares of the restricted
     common  stock of the Company  upon the share  exchange to be  conducted  in
     November  1998.  The shares were issued in January 1999 pursuant to Section
     4(2) of the Act, Rule 506 and Section  517.061(11) of the Florida code. See
     Part III, Item 12. "Certain Relationships and Related Transactions".


<PAGE>





(5)  In October 1998, prior to its acquisition by the Company, PGRP entered into
     an  agreement  with Randy  Bernsen to be a Director  of PGRP.  The term was
     until  the next  annual  meeting  of the  shareholders  and  directors.  As
     compensation,  Randy Bernsen was promised  10,000 shares of the  restricted
     common  stock of the Company  upon the share  exchange to be  conducted  in
     November  1998.  The shares were issued in January 1999 pursuant to Section
     4(2) of the Act, Rule 506 and Section  517.061(11) of the Florida code. See
     Part III, Item 12. "Certain Relationships and Related Transactions".

(6)  In January 1999, the Company issued 10,000 shares of its restricted  common
     stock to Margaret Ann Ronayne in connection  with her agreement to serve on
     the Company's Board and a Representation Agreement entered into in December
     1998. The shares were issued  pursuant to Section 4(2) of the Act, Rule 506
     and  Section  517.061(11)  of the  Florida  code.  See Part  III,  Item 12.
     "Certain Relationships and Related Transactions".

     There are no arrangements  which may result in the change of control of the
Company,  although  pending  disposition  of the estate of Ms.  Neal,  6,000,000
shares of the  Company's  Common  Stock will be  transferred  into the name of a
beneficiary,  which  shares have been held by Ms. Neal for a period of more than
one (1) year and which holding period may "tack" to the  beneficiary  under Rule
144.

Item 12. Certain Relationships and Related Transactions

     In February  1997,  prior to its  acquisition  of PGRP,  the  Company  sold
1,720,000 shares of its unrestricted common stock to 70 individuals for $17,200.
For such  offering,  the Company  relied upon Section 3(b) of the Act, Rule 504,
Section  517.061(11) of the Florida code, Section 90.530(11) of the Nevada code,
Section  48-2-103(b)(4)  of the Tennessee code and Section  5[581-5]I(c)  of the
Texas code.  No state  exemption was necessary for the sales made to Canadian or
French investors.

     In July 1997,  prior to its acquisition of PGRP, the Company  conducted a 1
for 4 reverse split of its common stock.  This  transaction  was effected by the
Company's  Board of  Directors  in  accordance  with the  Company's  Articles of
Incorporation and Bylaws and also in accordance with Nevada law.

     In July 1997,  prior to its acquisition of PGRP, the Company entered into a
share exchange  agreement with FAD and its shareholders which had been formed in
February 1997. The exchange was made whereby the Company issued 2,970,000 shares
of its restricted  common stock to the shareholders of FAD for all of the issued
and  outstanding  stock of FAD. This offering was conducted  pursuant to Section
4(2) of the Act, Rule 506 and Section 517.061(11) of the Florida Code.

     In August 1998,  prior to its acquisition of PGRP, the Company entered into
a Recission and Cancellation  Agreement with FAD and its  shareholders,  thereby
returning the parties to their  original  positions  prior to the share exchange
conducted in July 1997 ab initio. Thus, FAD exchanged 2,970,000 shares of common


<PAGE>



stock of the Company for 100% of the issued and outstanding stock of FAD and FAD
was no longer a wholly-owned subsidiary of the Company.

     In October 1998, prior to its acquisition of PGRP, the Company  conducted a
4 for 1 forward split of its common stock.  This transaction was effected by the
Company's  Board of  Directors  in  accordance  with the  Company's  Articles of
Incorporation and Bylaws and also in accordance with Nevada law.

     In October 1998, prior to its acquisition by the Company, PGRP entered into
an agreement with Randy Bernsen to be a Director of PGRP. The term was until the
next annual meeting of the  shareholders and directors.  As compensation,  Randy
Bernsen was promised 10,000 shares of the restricted common stock of the Company
upon the share exchange to be conducted in November 1998. The shares were issued
in January  1999  pursuant  to  Section  4(2) of the Act,  Rule 506 and  Section
517.061(11) of the Florida code.

     In November 1998,  prior to its  acquisition  by the Company,  PGRP entered
into  an  agreement  with  Glenda   Grainger  to  be  a  Director  of  PGRP.  As
compensation,  Glenda  Grainger was  promised  10,000  shares of the  restricted
common stock of the Company upon the share  exchange to be conducted in November
1998.  The shares were issued in January  1999  pursuant to Section  4(2) of the
Act, Rule 506 and Section 517.061(11) of the Florida code.

     In November 1998, the Company entered into a share exchange  agreement with
PGRP, and its shareholders  which had been formed in June 1997. The exchange was
made whereby the Company issued 10,000,000 shares of its restricted common stock
to the shareholders of PGRP for all of the issued and outstanding stock of PGRP.
As part of the exchange, Ms. Neal the Company's past President and Chairman, Ms.
Peters the  Company's  current  Vice-President,  Secretary  and Director and Ms.
Cavell,  the  Company's  current  President,  Treasurer  and  Chairman  received
6,000,000,  2,000,000 and 2,000,000  shares of the Company's  restricted  common
stock respectively.  Ms. Neal passed away in December 1999. Her shares are still
titled  in her  name  pending  disposition  of her  estate.  This  offering  was
conducted  pursuant  to  Section  4(2)  of the  Act and  Rule  506  and  Section
517.061(11) of the Florida Code.

     In January 1999, the Company issued 10,000 shares of its restricted  common
stock to Margaret Ann Ronayne in  connection  with her agreement to serve on the
Company's  Board of Directors  and a  Representation  Agreement  entered into in
December 1998. The shares were issued  pursuant to Section 4(2) of the Act, Rule
506 and Section 517.061(11) of the Florida code.

     In January  1999,  the Company  conducted  an offering of its  unrestricted
common  stock  pursuant to section  3(b) of the Act and Rule 504. No shares were
sold thereunder.

     In April 1999,  the Company  sold 1,000 shares of its  unrestricted  common
stock to one (1) investor for $850. For such  offering,  the Company relied upon
Section 3(b) of the Act, Rule 504 and Section 90.530(11) of the Nevada code.

     In July 1999, the Company  initiated an offering of its Convertible  Notes.
The Notes have a term of one (1) year,  bear  interest at a rate of nine percent
(9%) and  are  automatically convertible to shares of the Company's Common Stock


<PAGE>



in one (1)  year (if they are not  converted  earlier)  at a price of $1.00  per
share plus  interest,  which interest is also payable in shares of the Company's
Common Stock.  To date,  one (1) note has been sold in the  principal  amount of
$200,000 in December  1999.  The  offering is ongoing.  For such  offering,  the
Company relied upon Section 3(b) of the Act, Rule 504 and Section 517.061(11) of
the Florida Code.

     In September 1999, the Company executed a Promissory Note in favor of Carol
Neal, the Company's Chairman,  President and Treasurer in the amount of $24,600.
The Note was in exchange  for monies lent by Ms. Neal to the Company for working
capital. The Note has since been repaid by the Company.

     In November 1999, the Company entered into a consulting contract with Joyce
Research  Group,  Inc. to provide  financial  public  relations  services to the
Company. As payment for these services, the Company committed to pay $225,000 or
to issue  shares  of its  "free-trading"  Common  Stock  within a six (6)  month
period. An initial payment of $50,000 was made in December 1999.

     In  November  and  December  1999,  the  Company  entered  into  consulting
contracts with three (3) individuals to provide  financial,  public and investor
relations  services to the Company.  As payment for such  services,  the Company
issued  800,000  shares of its Common Stock and paid $20,000 For such  offering,
the Company  relied  upon  Section  3(b) of the Act,  Rule 701,  NSMIA,  Section
517.061(11) of the Florida Code and Section 10-5-9(13) of the Georgia Code.

Item 13. 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:

Exhibit No.             Exhibit Name
------------          ---------------------

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      *     9%  Convertible  Note  in  favor  of  Professional   Acquisitions
               Management & Marketing Corp. dated December 14, 1999.



<PAGE>



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    *     Financial  Public  Relations  Consulting  Agreement   with  Joyce
               Research Group, Inc. dated November 1, 1999.

10.13    *     Consulting Agreement with Elyse R. Doss dated November 5, 1999.

10.14    *     Consulting Agreement with Mark F. Jordan dated December 7, 1999.

10.15    *     Consulting Agreement with David C. Osborne dated December 7, 1999

27.1     *     Financial Data Schedule.
----------------

(*  Filed herewith)

[1]  Previously filed with the Company's Form 10SB filed October 14, 1999

(b) No Reports on Form 8-K were filed during the last fiscal year ended December
31, 1999, covered by this Annual Report on Form 10-KSB.

* Filed herein








<PAGE>


                                    SIGNATURE

         In  accordance  with  Section  13 and 15(d) 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: March 30, 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

         Pursuant to the  requirements of the Exchange Act, this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                    Title                      Date

/s/Louise Cavell             President, Treasurer       March 30, 2000
-------------------------    and Chairman
 Louise Cavell

/s/Valerie Peters            Vice-President Secretary   March 30, 2000
-------------------------    and Director
Valerie Peters

/s/Glenda Grainger-Miller    Director                   March 30, 2000
-------------------------
Glenda Grainger-Miller

/s/Randy Bernsen             Director                   March 30, 2000
-------------------------
 Randy Bernsen

/s/Margaret Ann Ronayne      Director                   March 30, 2000
-------------------------
Margaret Ann Ronayne