10-Q/A 1 advantego10q063018.htm ADVANTEGO 10Q AMENDMENT 1, 06.30.18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q /A
Amendment #1

[X]   Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended June 30, 2018

[  ]   Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from _______________ to _______________

Commission File Number:    0-23726

ADVANTEGO CORPORATION
(Exact name of registrant as specified in its charter)

COLORADO
 
84-1116515
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3801 East Florida Ave., Ste. 400
Denver, CO 80210
(Address of principal executive offices, including Zip Code)
 
(949) 627-8977
(Issuer's telephone number, including area code)
 
______________________________________________
 (Former name or former address if changed since last report)
 
Check whether the issuer (1) has 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 [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]   No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer
[  ]
Accelerated filer
[  ]
 
Non-accelerated filer
[  ]
Smaller reporting company
[X]
 
 
 
Emerging growth company
[  ]
 
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):   Yes [  ]   No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 16,520,092 shares of common stock as of August 10, 2018.
 
 
 
Table of Contents
 
 
 
Page
 
 
 
 
 
 
 
 
 
Explanatory Note for Amendment #1:
 
This Amendment #1 to our Quarterly Report dated June 30, 2018, only furnishes the XBRL presentation not filed with the 10Q submitted on August 14, 2018. No other changes, revisions, or updates were made to the amended filing.
 
 
 
 
 
 
PART I.
 
Item 1.       Financial Statements.
 
 
Advantego Corporation
           
Consolidated Balance Sheets
           
As of June 30, 2018 and December 31, 2017
           
Unaudited
 
             
             
   
June 30,
   
December 31,
 
   
2018
   
2017
 
             
ASSETS
           
             
CURRENT ASSETS
           
Cash & cash equivalents
 
$
83,093
   
$
37,041
 
Accounts receivable
   
25,000
     
-
 
Common stock subscription receivable
   
9,999
     
-
 
Inventory
   
2,914
     
1,000
 
Prepaid expenses
   
43,570
     
-
 
Total current assets
   
164,576
     
38,041
 
                 
NON-CURRENT ASSETS
               
Deferred offering costs
   
64,236
     
-
 
                 
Total Assets
 
$
228,812
   
$
38,041
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES
               
Accounts payable - related parties
 
$
349,672
   
$
418,079
 
Accounts payable
   
31,372
     
27,300
 
Deferred revenue
   
106
     
4,215
 
Accrued interest, convertible notes payable
   
2,431
     
7,237
 
Acrued interest, convertible notes payable, related parties
   
-
     
24,706
 
Convertible notes payable (net of unamortized debt discounts of $26,081 and $47,483 and unamortized debt premiums of $287,573 and $0 respectively)
   
509,492
     
102,517
 
Convertible notes payable - related parties  (net of unamortized debt discounts of $0 and $19,936 respectively)
   
-
     
65,676
 
Total current liabilities
   
893,073
     
649,730
 
                 
Total Liabilities
 
$
893,073
   
$
649,730
 
                 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
Preferred stock, par value $.01 per share; 10,000,000 shares authorized, 240,000 issued and outstanding
   
2,400
     
2,400
 
Common stock, par value $.0001 per share; shares 2,000,000,000 shares authorized; 16,520,092 and 14,664,718 issued and outstanding respectively
   
1,652
     
1,466
 
Common stock subscribed
   
9,999
      -  
Additional paid-in capital
   
589,428
     
163,707
 
Accumulated (deficit) (net of Golden Eagle International, Inc.'s accumulated deficit of $65,247,222 that was eliminated through a quasi-reorganization on October 27, 2016)
   
(1,267,740
)
   
(779,262
)
Total stockholders' equity (deficit)
   
(664,261
)
   
(611,689
)
                 
Total Liabilities and Stockholder's Equity (Deficit)
 
$
228,812
   
$
38,041
 
 
 
 
The accompanying footnotes are an integral part of these condensed unaudited financial statements.
 
Advantego Corporation
                       
Consolidated Statements of Operations
                       
For the Three and Six Months Ended June 30, 2018 and 2017
 
(Unaudited)
 
                         
                         
    Three Months Ended    
Six Months Ended
 
   
June 30,
   
June 30,
   
June 30,
   
June 30,
 
   
2018
   
2017
   
2018
     
2017
 
                           
REVENUES
                         
Sales
   
71,267
     
3,430
     
115,244
     
3,430
 
Cost of Sales
 
$
(43,685
)
   
-
   
$
(73,924
)
   
-
 
Gross Profit
   
27,582
     
3,430
     
41,320
     
3,430
 
                                 
OPERATING EXPENSES
                               
General and administrative
   
203,145
     
157,857
     
385,585
     
317,389
 
                                 
Total operating expenses
   
203,145
     
157,857
     
385,585
     
317,389
 
                                 
OPERATING (LOSS)
   
(175,563
)
   
(154,427
)
   
(344,265
)
   
(313,959
)
                                 
OTHER INCOME (EXPENSE)
                               
Interest expense
   
(69,079
)
   
(5,128
)
   
(144,213
)
   
(10,157
)
                                 
Total other (expense)
   
(69,079
)
   
(5,128
)
   
(144,213
)
   
(10,157
)
                                 
Loss before income taxes
   
(244,642
)
   
(159,555
)
   
(488,478
)
   
(324,116
)
Income taxes
    -       -      
-
     
-
 
                                 
NET LOSS ON CONTINUING OPERATIONS
   
(244,642
)
   
(159,555
)
   
(488,478
)
   
(324,116
)
                                 
NET LOSS
   
(244,642
)
   
(159,555
)
   
(488,478
)
   
(324,116
)
                                 
Basic and diluted (loss) per share on continuing operations
 
$
(0.02
)
 
$
(0.01
)
 
$
(0.03
)
   
(0.02
)
                                 
Weighted average shares outstanding - basic
   
16,010,976
     
14,664,718
     
15,766,973
     
14,544,099
 
 
 
 
 
 
The accompanying footnotes are an integral part of these condensed unaudited financial statements.

 
Advantego Corporation
           
Consolidated Statements of Cash Flows
           
For the Six Months Ended June 30, 2018 and 2017
           
(Unaudited)
 
             
             
   
June 30,
   
June 30,
 
   
2018
     
2017
 
               
CASH FLOWS FROM OPERATING ACTIVITIES
             
Net income (loss)
 
$
(488,478
)
 
$
(324,116
)
Amortization of debt discount
   
137,163
     
5,753
 
Amortization of consulting services prepaid with common stock
   
5,758
         
Changes in operating assets and liabilities
               
(Increase) in accounts receivable
   
(25,000
)
   
(2,400
)
(Increase) in prepaid expenses
   
(35,510
)
   
-
 
(Increase) in inventory
   
(1,914
)
   
-
 
Increase in accounts payable
   
4,072
     
-
 
Increase (decrease) in deferred revenue
   
(4,109
)
   
6,822
 
Increase (decrease) in accounts payable - related parties
   
(29,907
)
   
216,322
 
Increase in accrued interest, convertible notes payable -related parties
   
2,781
     
1,503
 
Increase in accrued interest, convertible notes payable
   
2,007
     
2,901
 
                 
Net cash flows (used by) operating activities
   
(433,137
)
   
(93,215
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
     
 
     
 
 
Net cash flows provided by investing activities
   
-
     
-
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from sale of common stock and exercise of warrants
   
82,625
     
-
 
Proceeds from convertible notes payable
   
419,050
     
62,500
 
Principal payments on convertible notes payable
   
(22,486
)
   
-
 
                 
Net cash flows (used in) provided by financing activities
   
479,189
     
62,500
 
                 
NET CHANGE IN CASH
   
46,052
     
(30,715
)
                 
CASH - BEGINNING OF PERIOD
   
37,041
     
46,111
 
CASH - END OF PERIOD
 
$
83,093
   
$
15,396
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION
               
Schdule of Non-cash Investing and Financing Activities:
               
Conversion of convertible notes payable into common stock
 
$
434,797
   
$
-
 
Conversion of convertible notes payable - related parties into common stock
 
$
79,590
   
$
-
 
Conversion of accrued interest, convertible notes payable into common stock
 
$
6,813
   
$
-
 
Conversion of accrued interst, convertible notes payable-related parties into common stock
 
$
27,487
   
$
-
 
Conversion of officer wages payable intocommon stock
 
$
38,500
   
$
-
 
Issuance of common stock for prepaid consulting fees
 
$
13,818
   
$
-
 
Issuance of common stock for finders fee
 
$
15,000
   
$
-
 
Issuance of convertible note payable to secure line of credit
 
$
50,000
   
$
-
 
Capitalization of stock offering costs (including $14,236 beneficial conversion feature)
 
$
64,236
   
$
-
 
Forgiveness of related party debt
 
$
6,022
   
$
-
 
Common stock subscribed
 
$
9,999
   
$
-
 
Recording of premium on convertible debt at stock redemption value
  $
611,096
    $ -  
Amortization to additional paid-in capital of premium on convertible notes payable
  $
318,115
    $ -  
Cash paid for
               
Interest
 
$
2,264
   
$
-
 
Income taxes
   
-
     
-
 

 
The accompanying footnotes are an integral part of these condensed unaudited financial statements.
 
ADVANTEGO CORPORATION

Notes to Consolidated Financial Statements 
Six Months Ended June 30, 2018 and 2017 (Unaudited)
 
Note A – Organization and Business

Organization and Nature of Business

Advantego Corporation ("Advantego," formerly Golden Eagle International, Inc., or "GEII") was incorporated in Colorado on July 21, 1988. Since 2008, GEII had engaged in contract gold milling operations in the state of Nevada in the United States. On October 27, 2016, GEII completed a reverse merger with Advantego Technologies, Inc., which resulted in a change of control and the perpetuation of Advantego Technologies, Inc.'s management and business operations.  Concurrent with the merger, the combined entity executed a quasi-reorganization, thereby eliminating GEII's losses accumulated since its inception through the date of the merger.

Advantego Technologies, Inc. was incorporated in California on July 29, 2016. Advantego Technologies, Inc. develops software products and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation. 

Effective February 1, 2018 and pursuant to Board authorization and majority shareholder approval, the Company changed the name of GEII to Advantego Corporation (amending GEII's Articles of Incorporation accordingly), cancelled its Series A, C, and D preferred shares, and effected a 1-for-11 reverse stock split on its issued and outstanding shares of common stock that became effective on the OTC Markets trading platform on February 22, 2018.  Unless otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been adjusted to reflect the stock split as if it had occurred on the first day of the earliest period presented.

Basis of Presentation
 
The accompanying financial statements represent the consolidated operations of Advantego and Advantego Technologies, Inc., collectively "the Company," "we," "us," as the consolidated entity, with all intercompany transactions eliminated.

Going Concern

The consolidated financial statements in this report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of $1,267,740, since its inception through June 30, 2018 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company's ability to continue as a going concern.  Though our line of business involves proven technologies, we can offer no assurances that we will be able to obtain adequate financing to implement our business plan and remain a going concern
 
Note B – Summary of Significant Accounting Policies

Fair Value of Financial Instruments
 
The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, "Fair Value Measurements."  This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:
 
 
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The Company's financial instruments consist of cash, accounts payable, and convertible notes payable. The carrying amount of cash and accounts payable approximates fair value because of the short-term nature of these items. The carrying amount of convertible notes payable approximates fair value as the individual borrowings bear interest at market interest rates and are also short-term in nature.

Use of Estimates

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results may differ from those estimates, and such differences may be material to the financial statements.
 
Concentration of Credit Risk

From time to time our cash balances, held at major financial institutions, exceed the federally insured limits of $250,000.  Our management believes that the financial institutions are financially sound and the risk of loss is low.  Our cash balances did not exceed federally insured limits at June 30, 2018 or December 31, 2017.

Approximately 90% of the Company's revenues during the six months ended June 30, 2018 and 100% of the accounts receivable at June 30, 2018 are with one customer. This customer is a certifier of automobile collision repair shops, which distribute the Company's product to the repair shops in its network. The receivable balance was paid to the Company in full in July 2018.

Cash and Cash Equivalents

For the statement of cash flows, any liquid investments with a maturity of three months or less at the time of acquisition are considered to be cash equivalents.

Inventory

The Company's inventory consists of controller boxes that the Company configures with digital signage software upon customer order.  Each box is identical and is carried at cost.
 
Property and Equipment

Property and equipment are recorded at cost.  Maintenance and repair costs are charged to expense as incurred, and renewals and improvements that extend the useful life of assets are capitalized. Depreciation on property and equipment is computed using the straight-line method over the assets' estimated useful lives as follows:

 
 
Vehicles                                
5 years
 
Office equipment               
4-10 years
Long-Lived Assets

We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment losses are recognized when the estimated future cash flows are less than the carrying amount of the asset calculated on discounted cash flow basis. For the six months ended June 30, 2018 and 2017, we did not recognize any impairment charges.

Revenue Recognition

In May 2017, the Company launched the online directory and digital signage components of the licensing services it provides to third parties.   The Company has entered into various licensing arrangements to be recognized as revenue over the life of the licensing agreements ranging from one to twelve months.  During the six months ended June 30, 2018, the Company recognized $115,244 in revenues, which were comprised of $102,492 in digital signage and $12,750 in online directory listing sales.  As of June 30, 2018 and December 31, 2017, $106 and $4,215, respectively, of online directory listing sales were deferred to future periods.  The June 30, 2018 accounts receivable balance of $25,000 consists of amounts owed for digital signage hardware and software, payment for which is billed to customers upon shipment (the point at which revenue is deemed earned). Since customers pre-pay via the Company's website for online directory services to be rendered during a subsequent period, and the June 30, 2018 receivable balance was collected in full in July 2018, management determined no allowance for doubtful accounts was necessary at June 30, 2018.

Stock Based Compensation

We measure stock-based compensation cost relative to the estimated fair value of the awards on the grant date using a Black-Scholes options pricing model.  We recognize the cost as the awards vest.  

Income (Loss) Per Share

The computation of basic earnings (loss) per common share is based on the net income (loss) divided by the weighted average number of shares outstanding during each period.
 
The computation of diluted earnings (loss) per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents as detailed in the following chart.  During the three and six months ended June 30, 2018 and 2017, the inclusion of these common stock equivalents on the consolidated statement of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive, and as such they are excluded.
 
Fully diluted shares for the three and six months ended June 30, 2018 and 2017 are as follows:

 
Three Months Ended     Six Months Ended  
 
June 30,
2018
 
June 30,
2017
   
June 30,
2018
   
June 30,
2017
 
 
                   
Basic weighted average shares outstanding
   
16,010,976
     
14,534,848
     
15,766,973
     
14,534,848
 
Convertible debt
   
172,734
     
420,408
     
85,890
     
415,486
 
Series B preferred stock
   
10,909
     
10,909
     
10,909
     
10,909
 
Warrants
   
181,818
     
545,454
     
181,818
     
545,454
 
Fully diluted weighted average shares outstanding
   
16,376,437
     
15,511,619
     
16,045,590
     
15,506,697
 
 
Income Taxes
 
Income taxes are accounted for under the liability method. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized or the liability settled.
 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.

Effect of New Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material impact on our financial position, results of operations or cash flows.
 
Note C – Convertible Notes Payable

Convertible Notes Payable - Related Parties

We have uncollateralized related party convertible debt obligations outstanding at June 30, 2018 and December 31, 2017 as follows:

 
 
 
June 30, 2018
   
December 31, 2017
 
             
Note
 
Principal
   
Less Debt Discount
   
Net Note Balance
   
Accrued Interest
   
Principal
   
Less Debt Discount
   
Net Note Balance
   
Accrued Interest
 
 
                                               
(a)
 
$
-
   
$
-
   
$
-
   
$
-
   
$
30,112
   
$
(4,516
)
 
$
25,596
   
$
20,716
 
(b)
   
-
     
-
     
-
     
-
     
30,500
     
-
     
30,500
     
3,439
 
(c)
   
-
     
-
     
-
     
-
     
12,500
     
(6,216
)
   
6,284
     
366
 
(d)
   
-
     
-
     
-
     
-
     
12,500
     
(9,204
)
   
3,296
     
185
 
Totals
 
$
-
   
$
-
   
$
-
   
$
-
   
$
85,612
   
$
(19,936
)
 
$
65,676
   
$
24,706
 
 
(a)
Gulf Coast Capital, LLC is a company owned by Mark Bogani, our former CEO.  The note was dated September 30, 2016 and represented the consolidation of various smaller notes payable previously outstanding totaling $145,112 plus $15,471 in accrued interest.  Interest continued to accrue at the rate of 5%, with principal and interest being due on demand and convertible into our common stock at the option of the lender at a fixed rate of $.275 per share.  Upon the note's inception, there was a beneficial conversion feature totaling $29,022 that was being amortized and netted against the principal balance as a debt discount.  On December 30, 2016, Gulf Coast Capital converted $115,000 of the note into 418,182 shares of the Company's common stock.  On January 8, 2018, Gulf Coast Capital converted $24,090 principal plus $21,376 in accrued interest into 165,331 shares of our common stock (Note D), at which point the remaining unamortized debt discount of $4,516 was amortized to interest expense.  On June 30, 2018, the remaining $6,022 principal balance was forgiven and written-off to additional paid-in capital.
 
 
(b)
Avcon Services, Inc. is a company owned by Tracy Madsen, our CFO.  The note represented amounts totaling $30,500 for CFO services during the period of June 2014 through September 2015, was dated December 31, 2015, carried an interest rate of 5%, and was due on demand. The note and accrued interest, or any portion thereof, were convertible at the option of Avcon, into the Company's common stock at a fixed rate of $.275 per share through December 31, 2020.  On May 10, 2018, this note was sold to Khalid Mirza. On May 30, 2018, Mr. Mirza converted the note principal plus accrued interest of $5,548 into 131,083 shares of our common stock.
 
 
(c)
On June 29, 2017, the Company entered into an uncollateralized note payable with its then-CFO, Philip Grey, in the amount of $12,500.  The note carried an interest rate of 6% and matured on June 29, 2018.  The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the note balance as a debt discount. On January 8, 2018, Mr. Grey converted the $12,500 principal plus accrued interest of $375 into 46,818 shares of common stock (Note D), and the remaining debt discount of $6,216 was amortized to interest expense.
 
 
(d)
On September 25, 2017, the Company entered into an uncollateralized note payable with its former CEO, Mark Bogani, in the amount of $12,500.  The note carried an interest rate of 6% and matured on September 25, 2018.  The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the principal balance as a debt discount. On January 8, 2018, Mr. Bogani converted the $12,500 principal plus accrued interest of $188 into 46,138 shares of common stock (Note D), and the remaining debt discount of $9,204 was amortized to interest expense.

Convertible Notes Payable

We have uncollateralized convertible debt obligations with unaffiliated investors outstanding at June 30, 2018 and December 31, 2017 as follows:

 
 
 
June 30, 2018
   
December 31, 2017
 
             
Note
 
Principal
   
Less Debt Discount
   
Plus Premium
   
Net Note Balance
   
Accrued Interest
   
Principal
   
Less Debt Discount
   
Net Note Balance
   
Accrued Interest
 
                                                                         
(a)
 
$
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
100,000
   
$
(6,158
)
 
$
93,842
   
$
6,748
 
(b)
   
-
     
-
     
-
     
-
     
-
     
25,000
     
(18,408
)
   
6,592
     
362
 
(c)
   
-
     
-
     
-
     
-
     
-
     
25,000
     
(22,917
)
   
2,083
     
127
 
(d)
   
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
 
(e)
   
45,000
     
(6,000
)
   
95,789
     
134,789
     
911
                                 
(f)
   
75,000
     
(9,844
)
   
131,250
     
196,406
     
1,133
                                 
(g)
   
78,000
     
(10,237
)
   
60,534
     
128,297
     
234
                                 
(h)
   
50,000
     
-
     
-
     
-
     
153
                                 
Totals
 
$
248,000
   
$
(26,081
)
 
$
287,573
   
$
509,492
   
$
2,431
   
$
150,000
   
$
(47,483
)
 
$
102,517
   
$
7,237
 

 
(a)
On September 22, 2016 ($50,000), January 12, 2017 ($25,000), and March 27, 2017 ($25,000), the Company entered into notes payable with a single investor totaling $100,000.  The notes carried an interest rate of 6% and each matured one year following its issuance date.  The notes and accrued interest were convertible into the Company's common stock at a fixed rate of $.275 per share.  Upon the notes' inceptions, there was an aggregate beneficial conversion feature totaling $40,000, which was being amortized and netted against the aggregate principal balance as a debt discount.  On January 8, 2018, the noteholder converted the $100,000 principal plus accrued interest of $6,313 into 386,593 shares of common stock (Note D), and the remaining unamortized debt discount of $6,158 was amortized to interest expense.
 
 
(b)
On September 25, 2017, the Company entered into a note payable in the amount of $25,000.  The note carried an interest rate of 6% and matured on September 25, 2018. The note and accrued interest were convertible at the option of the lender into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature of $25,000, which was being amortized and netted against the principal balance as a debt discount.  On January 8, 2018, the noteholder converted the $25,000 principal plus accrued interest of $375 into 92,273 shares (Note D), and the remaining unamortized debt discount of $18,408 was amortized to interest expense.
 
 
(c)
On November 30, 2017, the Company entered into a note payable in the amount of $25,000 with an unaffiliated lender.  The note carried an interest rate of 6% and matured on November 30, 2018. The note and accrued interest were convertible at the option of the lender into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature of $25,000, which was being amortized and netted against the principal balance as a debt discount.  On January 8, 2018, the noteholder converted the $25,000 principal plus accrued interest of $125 into 91,364 shares (Note D), and the remaining debt discount of $22,917 was amortized to interest expense.
   
(d)
On March 2, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $301,875.  The note carried an interest rate of 12% and matured on March 2, 2019. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a rate of 58% of the lowest market trading price per share during the 25 days preceding conversion.  At the note's inception, there was an original issue discount of $39,375, a transaction fee of $12,500, and a finder's fee of common stock valued at $15,000 (Note D), which in the aggregate resulted in a total discount of $66,875 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $250,000.
 
Additionally, the note's variable conversion rate component requires that the note be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note's undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note.  As such, the Company recorded a premium on the note of $284,063 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $.32 per share (58% of the $.55 lowest trading price during the 25 days preceding the note's issuance), which computed to 781,250 shares of "if-converted" common stock with a redemption value of $585,938 due to $.75 per share fair market value of the Company's stock on the note's date of issuance.  Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital.  Debt discount and premium amortizations for the three months ended March 31, 2018 totaled $4,753 and $23,348, respectively, while interest expense was $2,264. 
 
During the period May 15 through May 30, 2018 the note's principal and interest balance totaling $284,797 was converted into 632,020 shares of our common stock in accordance with terms of the convertible promissory note (Note D), while the remaining unamortized discount of $62,122 was amortized to interest and the remaining premium of $255,307 was amortized to additional paid-in capital.
   
(e)
On May 11, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $45,000.  The note carries an interest rate of 12% and matures on May 11, 2019. The note and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a rate of 58% of the lowest market trading price per share during the 20 days preceding conversion.  At the note's inception, there was a transaction fee of $3,000 and a finder's fee of $4,200, which in the aggregate resulted in a total discount of $7,200 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $37,800.  As of June 30, 2018, the unamortized debt discount was $6,000
 
Additionally, the note's variable conversion rate component requires that the note be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note's undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note.  As such, the Company recorded a premium on the note of $114,947 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $.67 per share (58% of the average of the two lowest trading day prices during the 15 days preceding the note's issuance), which computed to 76,680 shares of "if-converted" common stock with a redemption value of $92,016 due to $1.20 per share fair market value of the Company's stock on the note's date of issuance.  Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the six months ended June 30, 2018 totaled $1,200 and $19,158, respectively, while interest expense was $911.
 
This note was repaid in full during August 2018 as a result of funding received as detailed in Note G - Subsequent Events.
 
 
(f)
On May 15, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $75,000.  The note carries an interest rate of 12% and matures on May 15, 2019. The note and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a rate of 60% of the lowest market trading price per share during the 20 days preceding conversion.  At the note's inception, there was an original issue discount of $3,750 a transaction fee of $2,000, and a finder's fee of $5,500, which in the aggregate resulted in a total discount of $11,250 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $63,750.
 
Additionally, the note's variable conversion rate component requires that the note be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note's undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note.  As such, the Company recorded a premium on the note of $150,000 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $.51 per share (60% of the $.85 lowest trading price during the 20 days preceding the note's issuance), which computed to 126,000 shares of "if-converted" common stock with a redemption value of $192,780 due to $1.53 per share fair market value of the Company's stock on the note's date of issuance.  Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital.  Debt discount and premium amortizations for the six months ended June 30, 2018 totaled $1,406 and $18,750, respectively, while interest expense was $1,133.
   
(g)
On June 21, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $78,000.  The note carries an interest rate of 12% and matures on June 21, 2019. The note and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a rate of 58% of the average of the two lowest market trading price per share during the 15 days preceding conversion.  At the note's inception, there was a transaction fee of $3,000 and a finder's fee of $7,500, which in the aggregate resulted in a total discount of $10,500 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $67,500.
 
Additionally, the note's variable conversion rate component requires that the note be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note's undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note.  As such, the Company recorded a premium on the note of $62,086 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $.84 per share (58% of the $.1.44 lowest trading price during the 15 days preceding the note's issuance), which computed to 132,912 shares of "if-converted" common stock with a redemption value of $201,168 due to $1.50 per share fair market value of the Company's stock on the note's date of issuance.  Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital.  Debt discount and premium amortizations for the six months ended June 30, 2018 totaled $263 and $1,552, respectively, while interest expense was $234.
 
This note was repaid in full during August 2018 as a result of funding received as detailed in Note G - Subsequent Events.
   
(h)
On June 11, 2018, we issued a fixed price convertible note payable in the amount of $50,000 as a commitment fee to Tangiers in order to provide a long-term funding facility for our operations. The note bears interest at 10% per year and is due and payable on January 11, 2019 and is convertible into shares of our common stock at a fixed rate of $1.44 per share. Under the investment agreement Tangiers has agreed to provide us with up to $5,000,000 of funding during a three-year period. This investment agreement is pending approval our S-1 filing.  This commitment fee is deemed an offering cost, along with an associated beneficial conversion feature of $14,236, for total offering costs of $64,236 being reported as a non-current asset to be amortized to additional paid-in capital pro-rata in conjunction with each future long-term funding tranche received from Tangiers.
 
 
Note D – Stockholders' Equity
 
Common Stock

We are authorized to issue 2,000,000,000 shares of our $.0001 par value common stock, of which 16,520,092 and 14,664,718 were issued and outstanding at June 30, 2018 and December 31, 2017, respectively.
 
On February 1, 2018, the Company issued 17,273 shares of common stock based on the stock's approximate trading price of $.75 per share for total value of $13,818.  The shares were issued to an independent consultant for services to be rendered over the year following issuance.  The Company recorded the shares as a prepaid expense (Note F).
 
On February 5, 2018, the Company issued 20,000 shares of common stock to an unaffiliated individual as a finder's fee in connection with the procurement of a variable rate convertible note with an unrelated party as detailed in Note C (d).  The stock was valued at $15,000 based on the per-share stock price of $.75 on the issuance date and has been recorded as a debt discount to be netted with the underlying convertible note and amortized to interest expense over the length of the note.

On May 21 through May 30, 2018, the Company issued 110,955 shares of common stock to friends and family under the Company's Friends and Family Stock Offering at a price of $.55 per share in exchange for $61,025 in cash.

During August and September 2016, we sold 33,058 shares of our common stock, with warrants to purchase an additional 545,454 shares of our common stock, to a group of private investors for $100,000.  The warrants were issued prior to the reverse merger (Note A), and were subsequently still deemed issued and outstanding. The Series A and B warrants have expired, while the Series C warrants expire on June 30, 2019.  The warrants were originally exercisable at prices between $0.55 and $2.20 share at any time between June 30, 2017 and June 30, 2019.  Each series of warrants was valued using the Black-Scholes Options Pricing Model resulting in total warrant value of $85,833. The remaining proceeds of $14,167 were allocated to the common stock.  Black-Scholes data inputs used to value the warrants are as follows:
 
 
 
Warrants
 
Stock Price
   
Exercise Price
   
Expected Life (Yrs)
   
Risk-Free Rate
   
Warrant Value
   
Number of Warrants
   
Extended Value
 
                                                         
Series A (expired)
 
$
.275
   
$
.55
     
.75
     
.54
%
 
$
.1168
     
181,818
   
$
21,249
 
Series B (expired)
 
$
.275
   
$
.1.10
     
1.75
     
.69
%
 
$
.1639
     
181,818
   
$
29,817
 
Series C
 
$
.275
   
$
2.20
     
1.75
     
.85
%
 
$
.1912
     
181,818
   
$
34,767
 
Total
                                                 
$
85,833
 

During May and June 2018, various Series B warrant holders elected to exercise their warrants prior to their June 30, 2018 expiration.  As such, the Company issued 19,636 shares of common stock at $1.10 per share for $21,600, and recorded a stock subscription receivable of $9,999 for the issuance of an additional 9,090 shares of common stock for warrants deemed exercised but for which payment had not yet been received at June 30, 2018.

Debt Conversion
 
As summarized below, various noteholders elected to convert their notes payable into shares of our common stock in accordance with terms of their promissory notes from Note C.  Our former officer, Philip Grey, converted his accrued wages as well.
 

 
 
Name
     
Principal
   
Interest
   
Total
Converted
   
Conversion Rate Per Share
   
Post-Split Shares Issued Upon Conversion
 
                                             
Gulf Coast Capital
 
January 8, 2018
 
$
24,090
   
$
21,376
   
$
45,466
   
$
.275
     
165,331
 
Mark Bogani
 
January 8, 2018
   
12,500
     
188
     
12,688
     
.275
     
46,138
 
Stephen Calandrella
 
January 8, 2018
   
25,000
     
375
     
25,375
     
.275
     
92,273
 
Clifford Thygesen
 
January 8, 2018
   
100,000
     
6,313
     
106,313
     
.275
     
386,593
 
Kevin Curtis
 
January 8, 2018
   
25,000
     
125
     
25,125
     
.275
     
91,364
 
Phillip Grey
 
January 8, 2018
   
12,500
     
375
     
12,875
     
.275
     
46,818
 
Phillip Grey*
 
January 8, 2018
   
38,500
     
-
     
38,500
     
.402
     
95,890
 
Carebourn Capital
 
May 15, 2018
   
150,000
     
-
     
150,000
     
.377
     
397,878
 
Carebourn Capital
 
May 22, 2018
   
50,000
     
-
     
50,000
     
.493
     
101,419
 
Carebourn Capital
 
May 30, 2018
   
77,775
     
7,022
     
84,797
     
.638
     
132,723
 
Avcon Services
 
May 30, 2018
   
30,500
     
5,548
     
36,048
     
.275
     
131,083
 
Total
     
$
545,865
   
$
41,332
   
$
587,187
     
-
     
1,687,510
 
 
* Represents accrued wages converted at a rate agreed upon by management.
 
Preferred Stock

Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of various series of preferred stock.  Subject to the requirements of the Colorado Business Corporation Act, the Board of Directors may issue the preferred stock in series with rights and preferences as the Board of Directors may determine appropriate, without shareholder approval.  As of June 30, 2018 and December 31, 2017, 4,500,000 Series B Preferred shares had been authorized for issuance, and 240,000 Series B preferred shares were issued and outstanding.  These 240,000 Series B shares are convertible into 10,909 common shares.

Note E – Related Party Transactions
 
We incur various consulting, management, and software licensing expenses with our officers, directors, and companies owned by our officers and directors. During the six months ended June 30, 2018 and 2017, we incurred $223,000 and $257,506, respectively, with these individuals and companies, and we had payable balances of $349,672 and $418,079 at June 30, 2018 and December 31, 2017, respectively.
 
Note F – Prepaid Expenses

The Company's prepaid expenses consist of unamortized common stock that was prepaid for consulting services (Note D), $26,000 in deposits for forthcoming inventory, $7,850 in prepaid insurance, and $1,660 in prepaid legal fees.  The prepaid stock's value on the February 1, 2018 issuance date of $13,818 is being amortized monthly over the year following the issuance.  The Company recorded amortization expense of $5,758 during the six months ended June 30, 2018, resulting in unamortized prepaid stock of $8,060 and total prepaid expenses of $43,570 at June 30, 2018.
 

Note G – Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as stated herein.
 
On August 2, 2018, the Company issued a convertible promissory note (the "Note") with a face value of $125,000 maturing on August 2, 2019, and a stated interest of 9% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 6, 2018, when the Company received proceeds of $106,220, after disbursements for the lender's transaction costs, fees and expenses.
 
On August 2, 2018, the Company issued a convertible promissory note (the "Note") with a face value of $63,000 maturing on August 2, 2019, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 9, 2018, when the Company received proceeds of $56,200, after disbursements for the lender's transaction costs, fees and expenses.
 
On August 3, 2018, the Company issued a convertible promissory note (the "Note") with a face value of $65,000 maturing on August 3, 2019, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company's common stock, based on a conversion ratio of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 7, 2018, when the Company received proceeds of $56,350, after disbursements for the lender's transaction costs, fees and expenses.
 
From the proceeds of the above transactions, the Company has paid off in full the convertible notes payable (e) and (g) from Note C - Convertible Notes Payable with face amounts of $45,000 and $78,000.
 
 
 
 
 
 
 
 
 
 
 
Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations.
 
Advantego Corporation ("Advantego," formerly Golden Eagle International, Inc., or "GEII") was incorporated in Colorado on July 21, 1988. GEII had previously engaged in contract gold milling operations primarily in the state of Nevada in the United States. On October 27, 2016, GEII completed a reverse merger with Advantego Technologies, Inc., which resulted in a change of control and the perpetuation of Advantego Technologies, Inc.'s management and business operations.  Concurrent with the merger, the combined entity executed a quasi-reorganization, thereby eliminating GEII's losses accumulated since its inception through the date of the merger.  On February 1, 2018, we changed our name from GEII to Advantego Corporation and our trading symbol from MYNG to ADGO.  On January 31, 2018, our shareholders approved a 1-for-11 reverse stock split, which was effective February 22, 2018.  Unless otherwise indicated, all per-share information in this report has been adjusted to reflect this reverse stock split.  All references to "the Company," "we," "us," or "our," include the operations of Advantego Technologies, Inc. consolidated with Advantego.

Advantego Technologies, Inc. is a California corporation formed on July 29, 2016 that designs, develops and implements subscription-based digital communication and enterprise software services that are designed to enable an organization to rapidly create comprehensive promotional and marketing campaigns. We offer a variety of products and services that utilize its proprietary software platform to integrate Third Party "best in class" technologies with our customers' internal data and applications to provide all-inclusive, multi-functional systems that are easily managed once deployed. These integrated services can be delivered to multiple locations and are used by large enterprises or networks in specific industries. All participating parties can then benefit from the economies of scale to enhance internal operations, reduce costs, and increase marketing efficiency.

 We maintain a small core group of employees and outsource most of our Product Development, Product Maintenance, Sales & Marketing, Accounting, Investor Relations, Legal, and Project Management services.  We feel that this approach is more cost-effective, provides greater flexibility, and the necessary resources can be applied quickly to specific projects and tasks as needed.

We launched our field testing of various products and services in May 2017, and commenced fulfillment of a revenue generating contract of our digital signage product to a network of certified auto care collision centers in the United States during the six months ended June 30, 2018.  The digital signage allows the auto care collision centers to display, on a large television screen or counter displays, information concerning the center, their certifications and other informational and promotional content associated with the automotive industry.  As of August 10, 2018, we had 700 auto care collision centers using our digital signage product.

We also provide subscription-based online directory listing services and we are a reseller of software that allows potential customers to better locate an auto collision center on the internet.  As of August 10, 2018, 25auto care collision centers were using this software.

During the three months ended June 30, 2018 we had revenues of $71,267, which were comprised of $63,150 in digital signage and $8,117 in online directory listing sales.  The related cost of sales consisted of $43,685 in inventory, programming, software, and shipping.  During the three months ended June 30, 2017, we had minimal online directory sales revenues of $3,430 and $0 digital signage revenues.  The increase in revenue was the result of the launch of our digital signage product to a network of certified auto care collision centers in the United States during the three months ended June 30, 2018.  Our general and administrative expenses totaled $203,145 and $157,857 for the three months ended June 30, 2018 and 2017, respectively, and consisted primarily of officer wages, outsourced services, and professional fees.  The increase in general and administrative expenses was the result of the digital signage launch and increased sales volume.  Interest expense was $69,079 and $5,128 during the three months ended June 30, 2018 and 2017, respectively.  The large increase during 2018 was due to the conversion of a note payable, as its unamortized debt discount of $62,122 was recognized as interest expense upon conversion.
 

During the six months ended June 30, 2018 we had revenues of $115,244 which were comprised of $102,492 in digital signage and $12,750 in online directory listing sales.  The related cost of sales consisted of $73,924 in inventory, programming, software, and shipping.  During the six months ended June 30, 2017, we had minimal online directory sales revenues of $3,430 and $0 digital signage revenues.  The increase in revenue was the result of the launch of our digital signage product to a network of certified auto care collision centers in the United States during the six months ended June 30, 2018.  Our general and administrative expenses totaled $382,130 and $317,389 for the six months ended June 30, 2018 and 2017, respectively, and consisted primarily of officer wages, outsourced services, and professional fees.  The increase in general and administrative expenses was the result of the digital signage launch and increased sales volume.  Interest expense was $144,213 and $10,157 during the six months ended June 30, 2018 and 2017, respectively.  The large increase during 2018 was due to the conversion of various notes payable, as their unamortized debt discounts of $129,541 were recognized as interest expense upon conversion.
 
Our primary sources and (uses) of cash for the six months ended June 30, 2018 and 2017 were:
 
 
 
2018
   
2017
 
 
           
Cash (used in) operations
 
$
(433,137
)
 
$
(93,215
)
Sale of common stock
 
$
82,625
   
$
--
 
Net proceeds from issuance of convertible notes
 
$
419,050
   
$
62,500
 
Payments on convertible notes
 
$
(22,486
)
 
$
--
 
 
On January 8, 2018, holders of notes, in the principal amount of $199,090, converted their notes, plus accrued interest of $28,752, into 828,517 shares of our common stock at $.275 per share pursuant to their terms underlying convertible promissory notes.  Our former Chief Financial Officer, Philip Grey, also converted $38,500 in accrued wages to 95,890 shares of our common stock at $0.40 per share.
 
On May 15 through May 30, 2018, the holder of note, in the principal amount of $277,775, converted its note, plus accrued interest of $7,022, into 632,020 shares of our common stock at prices ranging from $.377 per share to $.638 per share pursuant to terms underlying its convertible promissory note. 
 
See Note C to the June 30, 2018 financial statements, which are a part of this report, for a discussion of our convertible notes payable.
 
Other than funding our operating expenses and paying our notes payable, we did not, as of June 30, 2018, have any significant capital requirements. However, now that the Company has completed its reverse stock split, name change, and symbol change, the Company will actively pursue additional capital to expand the sales and marketing of its products and services and the long- term branding of the Company.
 
See Note B to the June 30, 2018 financial statements included as part of this report, for a description of our significant accounting policies.
 
Item 3.     Quantitative and Qualitative Disclosures About Market Risk.
 
Not Applicable.  The Company is a "smaller reporting company."
 
Item 4.     Controls and Procedures.
 
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officers of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of June 30, 2018, our disclosure controls and procedures were not effective for the following reasons:
 

the lack of formal written documentation relating to the design of our controls.
·
we did not maintain adequate segregation of duties related to job responsibilities for initiating, authorizing, and recording of certain transactions due to the small size of our company.

Notwithstanding the above, a controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended June 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II.

Item 1.     Legal Proceedings.

The Company is not a party to any material pending legal proceedings and, to the best of its knowledge; its properties are not the subject of any such proceedings.

Item 1A.   Risk Factors.

See the risk factors described in Item 1A of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2017.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

On February 1, 2018, the Company issued 17,273 shares of common stock based on the stock's approximate trading price of $.75 per share for total value of $13,818.  The shares were issued to an independent consultant for services to be rendered over the year following issuance.  The Company recorded the shares as a prepaid expense (Note F).
 
On February 5, 2018, the Company issued 20,000 shares of common stock to an unaffiliated individual as a finder's fee in connection with the procurement of a variable rate convertible note with an unrelated party as detailed in Note C (d).  The stock was valued at $15,000 based on the per-share stock price of $.75 on the issuance date and has been recorded as a debt discount to be netted with the underlying convertible note and amortized to interest expense over the length of the note.
 
On May 21 through May 30, 2018, the Company issued 110,955 shares of common stock to friends and family under the company's Friends and Family Stock Offering at a price of $.55 per share in exchange for $61,025 in cash.
 
During May and June 2018, various Series B warrant holders elected to exercise their warrants prior to their June 30, 2018 expiration.  As such, the Company issued 19,636 shares of common stock at $1.10 per share for $21,600, and recorded a stock subscription receivable of $9,999 for the issuance of an additional 9,090 shares of common stock for warrants deemed exercised but for which payment had not yet been received at June 30, 2018.
 
On January 8, 2018, holders of notes, in the principal amount of $199,090, converted their notes, plus accrued interest of $28,752, into 828,517 shares of our common stock at $.275 per share pursuant to their terms underlying convertible promissory notes.  Our former Chief Financial Officer, Philip Grey, also converted $38,500 in accrued wages to 95,890 shares of our common stock at $0.40 per share.
 

On May 15 through May 30, 2018, the holder of note, in the principal amount of $277,775, converted its note, plus accrued interest of $7,022, into 632,020 shares of our common stock at prices ranging from $.377 per share to $.638 per share pursuant to terms underlying its convertible promissory note. 
 
On May 30, 2018, we issued 131,083 shares of our common stock to Avcon Services (a company owned by our CFO Tracy Madsen) upon Avcon's conversion of its note payable of $30,500 plus accrued interest of $5,548 at the conversion rate of $.275 as stated in the underlying note.
 
Item 3.     Defaults Upon Senior Securities.

Not Applicable.

Item 4.     Mine Safety Disclosures.

Not Applicable.

Item 5.     Other Information.
 
None.
 
Item 6.     Exhibits.
 
 
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
ADVANTEGO CORPORATION
 
 
 
 
 
 
 
 
 
August 15 , 2018
By:
/s/ Robert Ferguson
 
 
 
Robert Ferguson, Principal Executive Officer
 
 
 
 
 
 
 
 
 
August 15 , 2018
By:
/s/ Tracy A. Madsen
 
 
 
Tracy A. Madsen, Principal Financial Officer
 
 


 












 
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