UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act Of 1934
For
the quarterly period ended September 30, 2019
[ ]
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 Securities Exchange
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
None |
|
N/A |
|
N/A |
Act
of 1934 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
every Interactive Data File required to be submitted 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 such files). Yes [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth 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 |
[X] |
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:114,099,763 shares
of common stock as of November 11, 2019.
Table
of Contents
Advantego Corporation
Consolidated
Balance Sheets
As
of September 30, 2019 and December 31, 2018
(Unaudited)
| |
|
September 30, |
|
|
December 31, |
|
| |
|
2019 |
|
|
2018 |
|
| |
|
|
|
|
|
|
| ASSETS |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
| Cash
& cash equivalents |
|
$ |
19,368 |
|
|
$ |
91,643 |
|
| Accounts
receivable |
|
|
86,710 |
|
|
|
25,400 |
|
| Inventory |
|
|
18,210 |
|
|
|
6,499 |
|
| Deferred
costs |
|
|
7,889 |
|
|
|
- |
|
|
Prepaid expenses |
|
|
149,250 |
|
|
|
7,608 |
|
| Total
current assets |
|
|
281,427 |
|
|
|
131,150 |
|
| |
|
|
|
|
|
|
|
|
| OTHER ASSETS |
|
|
|
|
|
|
|
|
| Deferred offering
costs |
|
|
64,236 |
|
|
|
64,236 |
|
|
Pre-production costs |
|
|
148,000 |
|
|
|
- |
|
| Total
other assets |
|
|
212,236 |
|
|
|
64,236 |
|
| |
|
|
|
|
|
|
|
|
| Total
Assets |
|
$ |
493,663 |
|
|
$ |
195,386 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
|
|
|
|
|
| Accounts payable -
related parties |
|
$ |
249,839 |
|
|
$ |
255,250 |
|
| Accounts
payable |
|
|
38,288 |
|
|
|
16,142 |
|
| Deferred
revenue |
|
|
46,958 |
|
|
|
- |
|
| Accrued interest,
convertible notes payable |
|
|
106,503 |
|
|
|
28,964 |
|
|
Convertible notes payable (net of unamortized debt discounts of
$140,877 and $124,563 and unamortized debt premium of $1,477,334
and $504,386 respectively) |
|
|
3,939,153 |
|
|
|
1,355,823 |
|
| Total
current liabilities |
|
|
4,380,741 |
|
|
|
1,656,179 |
|
| Total
Liabilities |
|
$ |
4,380,741 |
|
|
$ |
1,656,179 |
|
| |
|
|
|
|
|
|
|
|
| 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 authorized; 33,384,036 and 16,712,819
issued and outstanding as of September 30, 2019 and December 31,
2018, respectively |
|
|
3,338 |
|
|
|
1,671 |
|
| Additional paid-in
capital |
|
|
(135,231 |
) |
|
|
567,738 |
|
|
Accumulated (deficit) |
|
|
(3,757,585 |
) |
|
|
(2,032,602 |
) |
| Total
stockholders’ equity (deficit) |
|
|
(3,887,078 |
) |
|
|
(1,460,793 |
) |
| Total
Liabilities and Stockholders’ Equity (Deficit) |
|
$ |
493,663 |
|
|
$ |
195,386 |
|
The
accompanying footnotes are an integral part of these unaudited
consolidated financial statements.
Advantego Corporation
Consolidated
Statements of Operations
For
the Three and Nine Months Ended September 30, 2019 and
2018
(Unaudited)
| |
|
Three Months Ended |
|
|
Nine Months Ended |
|
| |
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
|
September 30, |
|
| |
|
2019 |
|
|
2018 |
|
|
2019 |
|
|
2018 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Sales |
|
$ |
55,114 |
|
|
|
45,981 |
|
|
$ |
84,505 |
|
|
|
161,225 |
|
| Cost of
Sales |
|
|
(17,644 |
) |
|
|
(28,890 |
) |
|
|
(43,754 |
) |
|
|
(102,814 |
) |
| Gross Margin |
|
|
37,470 |
|
|
|
17,091 |
|
|
|
40,751 |
|
|
|
58,411 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATING
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
181,679 |
|
|
|
243,324 |
|
|
|
833,832 |
|
|
|
628,909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
operating expenses |
|
|
181,679 |
|
|
|
243,324 |
|
|
|
833,832 |
|
|
|
628,909 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING (LOSS) |
|
|
(144,209 |
) |
|
|
(226,233 |
) |
|
|
(793,081 |
) |
|
|
(570,498 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER INCOME
(EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(235,367 |
) |
|
|
(71,744 |
) |
|
|
(931,902 |
) |
|
|
(215,957 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total
other (expense) |
|
|
(235,367 |
) |
|
|
(71,744 |
) |
|
|
(931,902 |
) |
|
|
(215,957 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss before income
taxes |
|
|
(379,576 |
) |
|
|
(297,977 |
) |
|
|
(1,724,983 |
) |
|
|
(786,455 |
) |
|
Income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| NET
LOSS |
|
|
(379,576 |
) |
|
|
(297,977 |
) |
|
|
(1,724,983 |
) |
|
|
(786,455 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic and diluted (loss) per
share |
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.10 |
) |
|
$ |
(0.05 |
) |
| Weighted average shares
outstanding - basic |
|
|
19,744,729 |
|
|
|
16,520,092 |
|
|
|
17,727,171 |
|
|
|
16,020,771 |
|
The
accompanying footnotes are an integral part of these unaudited
consolidated financial statements.
Advantego Corporation
Consolidated
Statement of Changes in Stockholders’ Equity
(Deficit)
For
the Three and Nine Months Ended September 30, 2019 and
2018
(Unaudited)
Three
Months Ended September 30, 2019
| |
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
| |
|
Preferred Stock |
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2019 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
17,393,374 |
|
|
$ |
1,739 |
|
|
$ |
(854,260 |
) |
|
$ |
(3,378,009 |
) |
|
$ |
(4,228,130 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
conversion of notes payable |
|
|
- |
|
|
|
- |
|
|
|
15,186,753 |
|
|
|
1,519 |
|
|
|
89,385 |
|
|
|
- |
|
|
|
90,904 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued interest |
|
|
- |
|
|
|
- |
|
|
|
803,909 |
|
|
|
80 |
|
|
|
3,260 |
|
|
|
- |
|
|
|
3,340 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt premium on
convertible notes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(316,373 |
) |
|
|
- |
|
|
|
(316,373 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
debt premium |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
942,757 |
|
|
|
- |
|
|
|
942,757 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(379,576 |
) |
|
|
(379,576 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2019 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
33,384,036 |
|
|
$ |
3,338 |
|
|
$ |
(135,231 |
) |
|
$ |
(3,757,585 |
) |
|
$ |
(3,887,078 |
) |
Three
Months Ended September 30, 2018
| |
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
| |
|
Preferred Stock |
|
|
Common Stock |
|
|
Paid-in |
|
|
Accumulated |
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2018 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
16,520,092 |
|
|
$ |
1,652 |
|
|
$ |
589,428 |
|
|
$ |
(1,267,740 |
) |
|
$ |
(664,261 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt premium on
convertible notes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(531,118 |
) |
|
|
- |
|
|
|
(531,118 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
debt premium |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
264,726 |
|
|
|
- |
|
|
|
264,726 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(297,977 |
) |
|
|
(297,977 |
) |
|
Balance at September 30, 2018 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
16,520,092 |
|
|
$ |
1,652 |
|
|
$ |
323,036 |
|
|
$ |
(1,565,717 |
) |
|
$ |
(1,228,630 |
) |
Nine
Months Ended September 30, 2019
| |
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
Total |
|
|
Balance at December 31, 2018 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
16,712,819 |
|
|
$ |
1,671 |
|
|
$ |
567,738 |
|
|
$ |
(2,032,602 |
) |
|
$ |
(1,460,793 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
conversion of notes payable |
|
|
- |
|
|
|
- |
|
|
|
15,484,371 |
|
|
|
1,549 |
|
|
|
129,355 |
|
|
|
- |
|
|
|
130,904 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued interest |
|
|
- |
|
|
|
- |
|
|
|
825,308 |
|
|
|
82 |
|
|
|
5,943 |
|
|
|
- |
|
|
|
6,025 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Returnable shares issued |
|
|
- |
|
|
|
- |
|
|
|
361,538 |
|
|
|
36 |
|
|
|
137,348 |
|
|
|
- |
|
|
|
137,384 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt premium on
convertible notes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(3,366,586 |
) |
|
|
- |
|
|
|
(3,366,586 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
debt premium |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,390,971 |
|
|
|
- |
|
|
|
2,390,971 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,724,983 |
) |
|
|
(1,724,983 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2019 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
33,384,036 |
|
|
$ |
3,338 |
|
|
$ |
(135,231 |
) |
|
$ |
(3,757,585 |
) |
|
$ |
(3,887,078 |
) |
Nine
Months Ended September 30, 2018
| |
|
Preferred Stock |
|
|
Common Stock |
|
|
Additional Paid-in |
|
|
Accumulated |
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
(Deficit) |
|
|
Total |
|
|
Balance at December 31, 2017 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
14,664,718 |
|
|
$ |
1,466 |
|
|
$ |
163,707 |
|
|
$ |
(779,262 |
) |
|
$ |
(611,689 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
cash and exercise of warrants |
|
|
- |
|
|
|
- |
|
|
|
130,591 |
|
|
|
13 |
|
|
|
82,612 |
|
|
|
- |
|
|
|
82,625 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
conversion of notes payable |
|
|
- |
|
|
|
- |
|
|
|
1,166,469 |
|
|
|
116 |
|
|
|
427,659 |
|
|
|
- |
|
|
|
427,775 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
conversion of notes payable -related party |
|
|
- |
|
|
|
- |
|
|
|
289,417 |
|
|
|
29 |
|
|
|
79,561 |
|
|
|
- |
|
|
|
79,590 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued interest |
|
|
- |
|
|
|
- |
|
|
|
35,781 |
|
|
|
4 |
|
|
|
13,831 |
|
|
|
- |
|
|
|
13,835 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued interest - related party |
|
|
- |
|
|
|
- |
|
|
|
99,953 |
|
|
|
10 |
|
|
|
27,477 |
|
|
|
- |
|
|
|
27,487 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued officer wages |
|
|
- |
|
|
|
- |
|
|
|
95,890 |
|
|
|
10 |
|
|
|
38,490 |
|
|
|
- |
|
|
|
38,500 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued for
accrued expenses |
|
|
- |
|
|
|
- |
|
|
|
17,273 |
|
|
|
19 |
|
|
|
13,816 |
|
|
|
- |
|
|
|
13,818 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued to
secure line of credit |
|
|
- |
|
|
|
- |
|
|
|
20,000 |
|
|
|
2 |
|
|
|
14,998 |
|
|
|
- |
|
|
|
15,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt premium on
convertible notes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(1,142,215 |
) |
|
|
- |
|
|
|
(1,142,215 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization of
debt premium |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
582,841 |
|
|
|
- |
|
|
|
582,841 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred offering
costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14,236 |
|
|
|
- |
|
|
|
14,236 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Forgiveness of
related party debt |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,022 |
|
|
|
- |
|
|
|
6,022 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(786,455 |
) |
|
|
(786,455 |
) |
|
Balance at September 30, 2018 |
|
|
240,000 |
|
|
$ |
2,400 |
|
|
|
16,520,092 |
|
|
$ |
1,671 |
|
|
$ |
323,035 |
|
|
$ |
(1,565,717 |
) |
|
$ |
(1,238,630 |
) |
The
accompanying footnotes are an integral part of these unaudited
consolidated financial statements.
Advantego Corporation
Consolidated
Statements of Cash Flows
For
the Nine Months Ended September 30, 2019 and 2018
(Unaudited)
| |
|
September 30, |
|
|
September 30, |
|
| |
|
2019 |
|
|
2018 |
|
| CASH FLOWS FROM
OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
| Net
(loss) |
|
$ |
(1,724,983 |
) |
|
$ |
(786,455 |
) |
| Adjustments to
reconcile net loss to cash used by operating activities |
|
|
|
|
|
|
|
|
| Amortization of
debt discount |
|
|
263,036 |
|
|
|
168,854 |
|
| Amortization of
consulting services prepaid with common stock |
|
|
- |
|
|
|
13,818 |
|
| Changes in
operating assets and liabilities |
|
|
|
|
|
|
|
|
| (Increase) in
accounts receivable |
|
|
(61,310 |
) |
|
|
(10,800 |
) |
| (Increase) in
prepaid expenses |
|
|
(4,258 |
) |
|
|
(10,726 |
) |
| (Increase) in
pre-production costs |
|
|
(148,000 |
) |
|
|
- |
|
| (Increase) in
deferred costs |
|
|
(7,889 |
) |
|
|
- |
|
| (Increase)
decrease in inventory |
|
|
(11,711 |
) |
|
|
(18,498 |
) |
| Increase
(decrease) in accounts payable |
|
|
(100,321 |
) |
|
|
31,044 |
|
| Increase
(decrease) in deferred revenue |
|
|
46,958 |
|
|
|
(4,215 |
) |
| Decrease in
accounts payable - related parties |
|
|
(5,411 |
) |
|
|
(90,715 |
) |
| Increase in
accrued interest, convertible notes payable -related parties |
|
|
- |
|
|
|
2,781 |
|
|
Increase in accrued interest, convertible notes payable |
|
|
83,564 |
|
|
|
11,882 |
|
| |
|
|
|
|
|
|
|
|
|
Net cash flows (used by) operating activities |
|
|
(1,670,325 |
) |
|
|
(693,030 |
) |
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM
INVESTING ACTIVITIES |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| CASH FLOWS FROM
FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
| Proceeds from sale
of common stock and exercise of warrants |
|
|
- |
|
|
|
82,625 |
|
| Proceeds from
convertible notes payable |
|
|
2,349,050 |
|
|
|
902,700 |
|
|
Principal payments on convertible notes payable |
|
|
(751,000 |
) |
|
|
(145,486 |
) |
| |
|
|
|
|
|
|
|
|
|
Net cash flows provided by financing activities |
|
|
(1,598,050 |
) |
|
|
839,839 |
|
| |
|
|
|
|
|
|
|
|
| NET CHANGE IN
CASH |
|
|
(72,275 |
) |
|
|
146,809 |
|
| |
|
|
|
|
|
|
|
|
| CASH -
BEGINNING OF PERIOD |
|
|
91,643 |
|
|
|
37,041 |
|
| CASH - END OF
PERIOD |
|
$ |
19,368 |
|
|
$ |
183,850 |
|
| |
|
|
|
|
|
|
|
|
| SUPPLEMENTAL CASH
FLOW INFORMATION |
|
|
|
|
|
|
|
|
| Schedule of
Non-cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
| Conversion of convertible notes
payable into common stock |
|
$ |
130,904 |
|
|
$ |
427,775 |
|
| Conversion of convertible notes
payable - related parties into common stock |
|
$ |
- |
|
|
$ |
79,590 |
|
| Conversion of accrued interest,
convertible notes payable into common stock |
|
$ |
6,025 |
|
|
$ |
13,835 |
|
| Conversion of accrued interest,
convertible notes payable-related parties into common stock |
|
$ |
- |
|
|
$ |
27,487 |
|
| Conversion of officer wages payable
into common stock |
|
$ |
- |
|
|
$ |
38,500 |
|
| Issuance of common stock for accrued
expenses |
|
$ |
- |
|
|
$ |
13,818 |
|
| Issuance of common stock for a
finder’s fee |
|
$ |
- |
|
|
$ |
15,000 |
|
| Issuance of convertible note payable
to secure line of credit |
|
$ |
- |
|
|
$ |
50,000 |
|
| Common stock subscribed |
|
$ |
- |
|
|
$ |
64,236 |
|
| Recording of premium on convertible
debt at stock redemption value |
|
$ |
3,366,586 |
|
|
$ |
1,142,215 |
|
| Amortization to additional paid in
capital of premium on convertible notes payable |
|
$ |
2,390,971 |
|
|
$ |
582,841 |
|
| Debt discounts on issuance of
convertible notes payable |
|
$ |
279,350 |
|
|
$ |
318,115 |
|
| Forgiveness of related party debt |
|
$ |
- |
|
|
$ |
6,022 |
|
| Returnable shares issued |
|
$ |
137,348 |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
Cash paid for |
|
|
|
|
|
|
|
|
| Interest |
|
$ |
657,239 |
|
|
$ |
32,034 |
|
|
Income taxes |
|
|
- |
|
|
|
- |
|
The
accompanying footnotes are an integral part of these unaudited
consolidated financial statements.
ADVANTEGO CORPORATION
Notes
to Consolidated Financial Statements
Nine
Months Ended September 30, 2019 and 2018 (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.
Advantego Corporation, Inc. is a Colorado corporation formed on
July 29, 2016. 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.
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
OTCQB on February 21, 2018 under the symbol ADGO.
The
Company leverages a proprietary Intelligent Solution Platform
combining leading third-party technologies with existing data and
systems to deliver a turnkey specialized Business Process as a
Services (BPaaS) that is both scalable and cost
effective.
The
Company has been developing a proprietary software system that
helps publicly traded company increase the efficiency of
consolidating accounting and financial information for reporting to
SEC. Certain modules are complete and are available to the public
on a stand-alone basis. The system is targeted to be fully
completed in first quarter 2020.
The
Company has a number of Strategic Partners with proprietary
technology that the Company uses and distributes as part of its
product lines of services and solutions. The Company offers a
variety of these as stand-alone products tailored specifically to
targeted industries as well as combining these with multiple
software applications for large enterprises, affiliate networks and
franchise operators delivering comprehensive, all-inclusive,
managed bundled solutions.
The
Company began Product Design, Engineering and Manufacturing
services beginning in first quarter of 2019 and are finalizing
completion of working prototypes for specific products in the
audiological market. The Company expects revenue to begin from this
investment in first quarter 2020. The Company also licenses
Intellectual Property from its vast library of Strategic Partners
for current and future projects.
Basis of Presentation
The
accompanying unaudited 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.
These
financial statements have been prepared in accordance with the
rules and regulations of the Securities and Exchange Commission, or
the SEC, including the instructions to Form 10-Q and Regulation
S-X. Certain information and note disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America (“U.S. GAAP”)
have been condensed or omitted from these statements pursuant to
such rules and regulations and, accordingly, they do not include
all the information and notes necessary for comprehensive
consolidated financial statements and should be read in conjunction
with our audited financial statements for the year ended December
31, 2018, included in our Annual Report on Form 10-K for the year
ended December 31, 2018.
In
the opinion of management, the accompanying financial statements
contain all accruals and adjustments (each of which is of a normal
recurring nature) necessary for a fair presentation of the
Company’s financial position as of September 30, 2019 and the
results of its operations for the nine months then ended. Results
for the interim period presented are not necessarily indicative of
the results that might be expected for the entire fiscal
year.
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 the Company’s
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 the Company be unable to continue as a going concern. The
Company has not yet achieved profitable operations, has accumulated
losses of $3,757,585 since its inception through September 30, 2019
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 the Company’s line
of business involves proven technologies, the Company can offer no
assurances that it will be able to obtain adequate financing to
implement its 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 September 30, 2019 or December
31, 2018.
All
of the Company’s revenues during the three and nine months ended
September 30, 2019 and 2018 and 100% of the accounts receivable at
September 30, 2019 and December 31, 2018 were with one customer.
This customer is a certifier of automobile collision repair shops,
which distributes the Company’s products to the repair shops in its
network.
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. The Company has no cash equivalents at
September 30, 2019 or December 31, 2018.
Inventory
The
Company’s inventory consists of finished good controller boxes that
the Company configures with digital signage software upon customer
order. Inventory is stated at lower of cost or net realizable
value, with cost being determined on the first-in, first-out
(“FIFO”) method. No reserve was considered necessary for slow
moving or obsolete inventory at September 30, 2019 or December 31,
2018.
Revenue Recognition
The
Company recognizes revenue from the sale of products and services
in accordance with ASC 606,” Revenue from Contracts with
Customers” following the five steps procedure:
Step
1: Identify the contract(s) with customers
Step
2: Identify the performance obligations in the contract
Step
3: Determine the transaction price
Step
4: Allocate the transaction price to performance
obligations
Step
5: Recognize revenue when the entity satisfies a performance
obligation
The
Company generates revenue from online directory and digital signage
components of its ongoing licensing services it provides to third
parties. Revenue from online directory services are recognized over
the life of the agreement ranging from one to twelve months.
Revenue from digital signage control boxes is recognized at the
time of sale and renewal fees are amortized over the term of the
renewal, ranging from one to twelve months. The Company recognized
$1,610 and $4,781 in online listing sales during the three months
ended September 30, 2019 and 2018, respectively. The Company
recognized $1,829 and $17,532 in online listing sales during the
nine months ended September 30, 2019 and 2018, respectively. The
Company recognized $53,504 and $41,200 in digital signage sales
during the three months ended September 30, 2019 and 2018,
respectively. The Company recognized $82,676 and $143,693 in
digital signage sales during the nine months ended September 30,
2019 and 2018, respectively
As of
September 30, 2019 and December 31, 2018, $46,958 and $0,
respectively, of digital signage license renewals sales were
deferred to future periods. As of September 30, 2019, and December
31, 2018, $7,889 and $0, respectively, of digital signage license
renewals costs were deferred to future periods.
The
Company recognized $544 and $2,164 in cost of sales for online
listing sales during the three months ended September 30, 2019 and
2018, respectively. The Company recognized $6,521 and $8,115 in
cost of sales on online listing sales during the nine months ended
September 30, 2019 and 2018, respectively. The Company recognized
$17,100 and $26,726 in cost of sales on digital signage sales
during the three months ended September 30, 2019 and 2018,
respectively. The Company recognized $37,233 and $94,699 in cost of
sales on digital signage sales during the nine months ended
September 30, 2019 and 2018, respectively.
Management
determined no allowance for doubtful accounts was necessary at
September 30, 2019 or December 31, 2018.
Stock Based Compensation
We
measure stock-based compensation cost relative to the estimated
fair value of the awards on the grant date. 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 nine months ended September 30, 2019
and 2018, 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 nine months ended September 30,
2019 and 2018 are as follows:
| |
|
Three Months Ended |
|
|
Nine Months Ended |
|
| |
|
September 30,
2019 |
|
|
September 30,
2018 |
|
|
September 30,
2019 |
|
|
September 30,
2018 |
|
| Basic weighted average shares
outstanding |
|
|
19,744,729 |
|
|
|
16,520,092 |
|
|
|
17,727,171 |
|
|
|
16,020,771 |
|
| Convertible debt |
|
|
20,339,402 |
|
|
|
1,717,856 |
|
|
|
10,640,995 |
|
|
|
635,857 |
|
| Series B preferred stock |
|
|
10,909 |
|
|
|
10,909 |
|
|
|
10,909 |
|
|
|
10,909 |
|
| Warrants |
|
|
- |
|
|
|
181,818 |
|
|
|
- |
|
|
|
181,818 |
|
| Fully diluted weighted average shares outstanding |
|
|
40,095,040 |
|
|
|
18,430,675 |
|
|
|
28,379,075 |
|
|
|
16,849,335 |
|
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 – Prepaid Expenses
The
Company has capitalized certain expenses as prepaid expenses. These
include rent and vendor deposits, and prepaid insurance.
Additionally, we have classified $137,384 as a prepaid expense for
Returnable Shares issued as a commitment fee on a convertible note
(See Note E(u)). Total prepaid expenses at September 30, 2019 and
December 31, 2018, are as follows;
| |
|
September 30,
2019 |
|
|
December 31,
2018 |
|
| Prepaid Insurance |
|
$ |
6,712 |
|
|
$ |
3,845 |
|
| Deposits |
|
|
5,154 |
|
|
|
3,763 |
|
| Returnable Shares |
|
|
137,384 |
|
|
|
- |
|
| Total |
|
$ |
149,250 |
|
|
$ |
7,608 |
|
Note
D – Pre-Production Costs
| |
|
September 30,
2019 |
|
|
December 31,
2018 |
|
| Engineering,
Pre-Production Costs (new products)* |
|
|
85,000 |
|
|
|
- |
|
| Software
Development (new products)** |
|
|
63,000 |
|
|
|
- |
|
| Total |
|
$ |
148,000 |
|
|
$ |
- |
|
*We
are capitalizing pre-production costs in accordance with ASC
340-10. Development costs will be amortized on a per unit basis
over the life of the product once we begin selling the
product.
**We
have begun capitalizing software development costs during the nine
months ended September 30, 2019 in accordance with ASC
985.
Software
computer costs for computer software that is to be used as an
integral part of a product or process is capitalized after the
following conditions are met;
|
|
a. |
Technological
feasibility has been established for the software. |
|
|
b. |
All
research and development activities for the other components of the
product or process have been completed. |
Capitalization
of computer software costs shall cease when the product is
available for general release to customers. The capitalized costs
will then be amortized on a per unit basis.
Note
E – Convertible Notes Payable
Convertible Notes Payable
We
have uncollateralized convertible debt obligations with
unaffiliated investors outstanding at September 30, 2019 and
December 31, 2018 as follows:
| |
|
September 30, 2019 |
|
|
December
31, 2018 |
|
|
Note |
|
Principal |
|
|
Less Debt Discount |
|
|
Plus Premium |
|
|
Net Note Balance |
|
|
Accrued Interest |
|
|
Principal |
|
|
Less Debt Discount |
|
|
Plus Premium |
|
|
Net Note Balance |
|
|
Accrued Interest |
|
| (a) |
|
$ |
75,000 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
75,000 |
|
|
$ |
3,000 |
|
|
$ |
75,000 |
|
|
$ |
(33,599 |
) |
|
$ |
56,250 |
|
|
$ |
97,651 |
|
|
$ |
1,134 |
|
| (b) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50,000 |
|
|
|
- |
|
|
|
- |
|
|
|
50,000 |
|
|
|
2,713 |
|
| (c) |
|
|
65,850 |
|
|
|
- |
|
|
|
- |
|
|
|
65,850 |
|
|
|
6,950 |
|
|
|
125,000 |
|
|
|
(11,250 |
) |
|
|
68,072 |
|
|
|
181,822 |
|
|
|
4,500 |
|
| (d) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
63,000 |
|
|
|
(4,980 |
) |
|
|
34,308 |
|
|
|
92,328 |
|
|
|
2,016 |
|
| (e) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
65,000 |
|
|
|
(5,214 |
) |
|
|
35,561 |
|
|
|
95,347 |
|
|
|
2,582 |
|
| (f) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
125,000 |
|
|
|
(12,003 |
) |
|
|
58,829 |
|
|
|
171,826 |
|
|
|
5,417 |
|
| (g) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
150,000 |
|
|
|
(13,978 |
) |
|
|
70,023 |
|
|
|
206,045 |
|
|
|
6,700 |
|
| (h) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
50,000 |
|
|
|
(5,597 |
) |
|
|
35,401 |
|
|
|
79,804 |
|
|
|
1,111 |
|
| (i) |
|
|
273,000 |
|
|
|
(5,317 |
) |
|
|
20,451 |
|
|
|
288,134 |
|
|
|
8,572 |
|
|
|
273,000 |
|
|
|
(37,942 |
) |
|
|
145,942 |
|
|
|
381,000 |
|
|
|
2,791 |
|
| (j) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (k) |
|
|
70,826 |
|
|
|
(6,243 |
) |
|
|
59,697 |
|
|
|
124,280 |
|
|
|
4,449 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (l) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (m) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (n) |
|
|
27,100 |
|
|
|
(11,241 |
) |
|
|
59,632 |
|
|
|
75,491 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (o) |
|
|
100,000 |
|
|
|
(187 |
) |
|
|
52,625 |
|
|
|
152,438 |
|
|
|
6,250 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (p) |
|
|
40,820 |
|
|
|
(2,682 |
) |
|
|
29,583 |
|
|
|
67,721 |
|
|
|
3,028 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (q) |
|
|
32,500 |
|
|
|
(1,429 |
) |
|
|
24,081 |
|
|
|
55,152 |
|
|
|
4,828 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (r) |
|
|
610,000 |
|
|
|
(23,917 |
) |
|
|
592,268 |
|
|
|
1,178,351 |
|
|
|
29,890 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
| (s) |
|
|
88,000 |
|
|
|
(6,264 |
) |
|
|
33,407 |
|
|
|
115,143 |
|
|
|
3,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (t) |
|
|
63,000 |
|
|
|
(2,032 |
) |
|
|
33,804 |
|
|
|
94,772 |
|
|
|
3,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (u) |
|
|
282,000 |
|
|
|
(8,181 |
) |
|
|
36,984 |
|
|
|
310,803 |
|
|
|
10,504 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (v) |
|
|
40,000 |
|
|
|
(4,988 |
) |
|
|
16,443 |
|
|
|
51,455 |
|
|
|
1,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (w) |
|
|
69,300 |
|
|
|
(8,747 |
) |
|
|
33,825 |
|
|
|
94,378 |
|
|
|
2,304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (x) |
|
|
170,000 |
|
|
|
(11,050 |
) |
|
|
73,667 |
|
|
|
232,617 |
|
|
|
5,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (y) |
|
|
200,000 |
|
|
|
(11,410 |
) |
|
|
150,727 |
|
|
|
339,317 |
|
|
|
5,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (z) |
|
|
63,000 |
|
|
|
(5,164 |
) |
|
|
33,367 |
|
|
|
91,203 |
|
|
|
1,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (aa) |
|
|
75,000 |
|
|
|
(10,174 |
) |
|
|
49,237 |
|
|
|
114,063 |
|
|
|
1,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (bb) |
|
|
69,300 |
|
|
|
(11,308 |
) |
|
|
37,858 |
|
|
|
95,850 |
|
|
|
1,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (cc) |
|
|
100,000 |
|
|
|
(7,550 |
) |
|
|
55,926 |
|
|
|
148,376 |
|
|
|
1,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (dd) |
|
|
88,000 |
|
|
|
(2,994 |
) |
|
|
86,420 |
|
|
|
171,426 |
|
|
|
1,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Totals |
|
$ |
2,602,696 |
|
|
$ |
(143,545 |
) |
|
$ |
1,480,002 |
|
|
$ |
3,939,153 |
|
|
$ |
106,503 |
|
|
$ |
976,000 |
|
|
$ |
(124,563 |
) |
|
$ |
504,386 |
|
|
$ |
1,355,823 |
|
|
$ |
28,964 |
|
Each
individual note is described below and debt discount amortization,
debt premium amortization and interest expense for the three-month
period ended September 30, 2019 is disclosed. Debt discount
amortization for the nine month period ended September 30, 2019 and
2018 was $260,368 and $64,236 respectively while debt premium
amortization for these same nine month periods was $2,390,970 and
$582,841 respectively and interest expense for the same nine month
periods was $732,325 and $71,744 respectively.
(a)
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 November 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. On April 24, 2019, the
maturity date on the note was extended until May 15, 2020 and the
redemption date was extended to November 15, 2019 in exchange for a
$38,188 cash payment. Debt discount and premium amortizations for
the three months ended September 30, 2019 totaled $0 and $0,
respectively, while interest expense was $2,250.
(b)
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, 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 of 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. On June 7, 2019, this note
was paid in full.
(c)
On August 2, 2018 the Company issued a convertible promissory 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 rate 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 $106,250, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $18,750 to be amortized
to interest expense over the life of the note. 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 $113,454 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.42 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 502,008
shares of “if-converted” common stock with a redemption value of
$238,454 due to $0.475 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
September 30, 2019, totaled $1,875 and $11,345, respectively, while
interest expense was $1,912. On August 19, 2019 the investor
converted $11,000 in principal and $1,025 in accrued interest into
447,154 and 41,677 shares of common stock respectively at a price
of $.0246 per share. On September 10, 2019, the investor converted
$5,000 in principal and $493 in accrued interest into 915,525
shares of common stock at a price of $.006 per share. On September
24, 2019 the investor converted $3,150 in principal and $321 in
accrued interest into 964,322 shares of common stock at a price of
$.0036 per share.
(d)
On August 2, 2018 the Company issued a convertible promissory note
with a face value of $63,000, maturing on August 2, 2019, and a
stated interest of 8% 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 rate 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 $54,700, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $8,300 to be amortized to
interest expense over the life of the note. 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 $57,181 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.42 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 253,012
shares of “if-converted” common stock with a redemption value of
$120,181 due to $0.475 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. This note
(including accrued interest) was paid in full on March 25,
2019.
(e)
On August 2, 2018 the Company issued a convertible promissory note
with a face value of $65,000, 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 rate 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 which in
aggregate resulted in a total discount of $8,650 to be amortized to
interest expense over the life of the note. 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 $58,996 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.42 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 261,044
shares of “if-converted” common stock with a redemption value of
$123,996 due to $0.475 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. This note
(including accrued interest) was paid in full on February 1,
2019.
(f)
On August 2, 2018 the Company issued a convertible promissory note
with a face value of $125,000, maturing on May 2, 2019, and a
stated interest of 12% 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on August 20, 2018, when
the Company received proceeds of $101,850, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $23,150 to be amortized
to interest expense over the life of the note. 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 $113,454 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.42 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 502,008
shares of “if-converted” common stock with a redemption value of
$238,454 due to $0.475 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. This note
(including accrued interest) was paid in full on February 22,
2019.
(g)
On August 9, 2018 the Company issued a convertible promissory note
with a face value of $150,000, maturing on May 9, 2019, and a
stated interest of 12% 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 rate of 60% of the average of 2 lowest trading prices
for the 20 days prior to conversion. The note was funded on August
16, 2018, when the Company received proceeds of $122,250, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $27,750 to be
amortized to interest expense over the life of the note.
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 $139,017 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.43 per share (60%
of the average of 2 lowest trading day prices during the 20 days
preceding the note’s issuance), which computed to 578,034 shares of
“if-converted” common stock with a redemption value of $289,017 due
to $0.50 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. This note (including
accrued interest) was paid in full on April 5, 2019. The remaining
debt discount and debt premium was fully amortized at the time of
the payoff in the amount of $4,728 and $23,684, respectively, while
interest expense was $95,061 of which $94,529 was for pre-payment
penalties.
(h)
On September 17, 2018 the Company issued a convertible promissory
note with a face value of $50,000, maturing on September 17, 2019,
and a stated interest of 8% 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 rate of 61% of the lowest trading price for the 20 days
prior to conversion. The note was funded on September 20, 2018,
when the Company received proceeds of $42,250, after disbursements
for the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $7,750 to be amortized to
interest expense over the life of the note. 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 $49,016 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.50 per share (61% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 163,934
shares of “if-converted” common stock with a redemption value of
$99,016 due to $0.604 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. This note
(including accrued interest) was paid in full on May15, 2019. The
remaining debt discount and debt premium was fully amortized at the
time of the payoff in the amount of $3,660 and $23,146,
respectively, while interest expense was $25,056 of which $25,000
was for pre-payment penalties.
(i)
On November 14, 2018 the Company issued a convertible promissory
note with a face value of $273,000, maturing on November 14, 2019,
and a stated interest of 8% 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 rate of 62% of the lowest trading price for the 20 days
prior to conversion. The note was funded on November 14, 2018, when
the Company received proceeds of $250,000, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $43,000 to be amortized
to interest expense over the life of the note. 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 $167,323 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.40 per share (62% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 668,004
shares of “if-converted” common stock with a redemption value of
$440,323 due to $0.64 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
September 30, 2019, totaled $10,875 and $41,831, respectively,
while interest expense was $5,460. On May 8, 2019, exchange for
$120,181 in cash, the investor extended the maturity date of the
note to March 15, 2020. This payment consisted of $109,582 in
extension fees that were classified as an interest
expense.
(j)
On January 3, 2019 the Company issued a convertible promissory note
with a face value of $105,000, maturing on January 3, 2020, 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on January 7, 2019, when
the Company received proceeds of $91,500, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $13,500 to be amortized
to interest expense over the life of the note. 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 $270,000 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.14 per share (60 % of the lowest trading price during
the 20 days preceding the note’s issuance), which computed to
1,250,000 shares of ‘if-converted’ common stock with a redemption
value of $375,000 due to $0.30 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. This note (including accrued interest) was paid in full on
June 26, 2019.
(k)
On January 17, 2019 the Company issued a convertible promissory
note with a face value of $75,000, maturing on January 17, 2020,
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 rate of 60% of the lowest trading price for the 25 days
prior to conversion. The note was funded on January 25, 2019, when
the Company received proceeds of $59,500, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $15,500 to be amortized
to interest expense over the life of the note. 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 $148,214 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.14 per share (60% of the lowest trading price during the
25 days preceding the note’s issuance), which computed to 892,857
shares of ‘if-converted’ common stock with a redemption value of
$223,214 due to $0.25 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
September 30, 2019, totaled $3,875 and $37,054, respectively, while
interest expense was $4,875. On September 17, 2019, the investor
converted $2,400 of principal and $750 in loan fees into 761,905
and 238,095 shares of common stock respectively at a price of
$.00315 per share. On September 24, 2019, the investor converted
$1,774 of principal and $750 of loan fees into 844,857 and 357,143
shares of common stock respectively at a price of $.0021 per
share.
(l)
On February 5, 2019 the Company issued a convertible promissory
note with a face value of $78,000, maturing on February 5, 2020,
and a stated interest of 12 % 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 rate of 58% of the average of 2 lowest trading prices
for the 15 days prior to conversion. The note was funded on
February 8, 2019, when the Company received proceeds of $74,500,
after disbursements for the lender’s transaction costs, fees and
expenses which in aggregate resulted in a total discount of $3,500
to be amortized to interest expense over the life of the note.
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 $149,276 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.15 per share (58%
of $0.25 - the average of 2 lowest trading day prices during the 15
days preceding the note’s issuance), which computed to 537,931
shares of ‘if-converted’ common stock with a redemption value of
$227,276 due to $0.42 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
September 30, 2019, totaled $2,119 and $90,395, respectively, while
interest expense was $37,662. On August 7, 2019, the principal
amount of this amount of this note plus $37,662 in accrued interest
and penalty interest was paid in cash.
(m)
On February 6, 2019 the Company issued a convertible promissory
note with a face value of $65,000, maturing on February 6, 2020,
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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on February 7, 2019, when
the Company received proceeds of $56,350, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $8,650 to be amortized to
interest expense over the life of the note. 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 $107,250 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.25 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 433,333
shares of ‘if-converted’ common stock with a redemption value of
$172,250 due to $0.398 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
September 30, 2019, totaled $5,214 and $64,648, respectively, while
interest expense was $30,388. On August 2, 2019, the principal
amount of this amount of this note plus $30,088 in accrued interest
and penalty interest was paid in cash.
(n)
On February 13, 2019 the Company issued a convertible promissory
note with a face value of $50,000, maturing on February 13, 2022,
and a stated interest of 0% 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on February 21, 2019, when
the Company received proceeds of $35,900, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $14,100 to be amortized
to interest expense over the life of the note. 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 $74,800 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.25 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 333,333
shares of ‘if-converted’ common stock with a redemption value of
$124,800 due to $0.374 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
September 30, 2019, totaled $1,175 and $6,233, respectively, while
interest expense was $0. On August 21, 2019, the investor converted
$22,900 of principal into 609,756 shares of common stock at a price
of $.0246 per share. On September 17, 2019, the investor converted
$4,500 of principal into 1,000,000 shares of common stock at a
price of $.0045 per share. On September 23, 2019, the investor
converted $3,400 of principal into 1,333,333 shares of common stock
at a price of $.003 per share.
(o)
On February 14, 2019 the Company issued a convertible promissory
note with a face value of $100,000, maturing on February 14, 2020,
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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on February 15, 2019, when
the Company received proceeds of $99,500, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $500 to be amortized to
interest expense over the life of the note. 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 $140,333 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.25 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 666,666
shares of ‘if-converted’ common stock with a redemption value of
$240,333 due to $0.361 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
September 30, 2019, totaled $125 and $$35,083, respectively, while
interest expense was $2,500.
(p)
On February 19, 2019 the Company issued a convertible promissory
note with a face value of $50,000, maturing on February 19, 2020,
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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on February 22, 2019, when
the Company received proceeds of $43,200, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $6,800 to be amortized to
interest expense over the life of the note. 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 $75,000 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.30 per share (60% of the lowest trading price during the
20 days preceding the note’s issuance), which computed to 277,777
shares of ‘if-converted’ common stock with a redemption value of
$125,000 due to $0.450 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
September 30, 2019, totaled $1,700 and $18,750, respectively, while
interest expense was $1,250. On September 19, 2019, the investor
converted $4,860 of principal into 900,000 shares of common stock
at a price of $.0054 per share. On September 24, 2019, the investor
converted $4,320 of principal into 1,200,000 shares of common stock
at a price of $.006 per share.
(q)
On February 25, 2019, the Company issued a convertible promissory
note with a face value of $68,000, maturing on February 25, 2020,
and a stated interest of 12% 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 rate of 60% of the average of 2 lowest trading prices
for the 15 days prior to conversion. The note was funded on
February 27, 2019, when the Company received proceeds of $64,500,
after disbursements for the lender’s transaction costs, fees and
expenses which in aggregate resulted in a total discount of $3,500
to be amortized to interest expense over the life of the note.
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 $58,974 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.33 per share (60%
of the average of 2 lowest trading day prices during the 15 days
preceding the note’s issuance), which computed to 343,174 shares of
‘if-converted’ common stock with a redemption value of $126,974 due
to $0.370 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 September 30, 2019,
totaled $875 and $14,744, respectively, while interest expense was
$4,828. On August 27, 2019, the investor converted $10,000 of
principal into 666,667 shares of common stock at a price of $.015
per share. On September 23, 2019, the investor converted $4,100 of
principal into 953,488 shares of common stock at a price of $.0043
per share. On September 24, 2019, the investor converted $5,400 of
principal into 1,255,814 shares of common stock at a price of
$.0043 per share. On September 25, 2019, the investor converted
$5,400 of principal into 1,255,814 shares of common stock at a
price of $.0043 per share. On September 25, 2019, the investor
converted $5,400 of principal into 1,255,814 shares of common stock
at a price of $.0043 per share. On September 27, 2019, the investor
converted $5,200 of principal into 1,238,095 shares of common stock
at a price of $.0042 per share.
(r)
On March 14, 2019 the Company issued a convertible promissory note
with a face value of $610,000, maturing on March 14, 2020, 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 shares the Company’s common stock, based
on a conversion rate of 60% of the lowest trading price for the 20
days prior to conversion. The note was funded on March 14, 2019,
when the Company received proceeds of $557,500, after disbursements
for the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $52,500 to be amortized
to interest expense over the life of the note. 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 $1,300,101 as a reduction
to additional paid-in capital based on a discounted “if-converted”
rate of $0.20 per share (60% of $0.33 - the lowest trading price
during the 20 days preceding the note’s issuance), which computed
to 3,080,808 shares of ‘if-converted’ common stock with a
redemption value of $1,910,101 due to $0.620 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 September 30, 2019, totaled $13,125 and
$325,025, respectively, while interest expense was
$13,725.
(s)
On April 24, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $88,000, maturing on April 24,
2020, and a stated interest of 10.00 % 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 rate of 60.00 % of the lowest trading price
for the 20 days prior to conversion. The note was funded on April
25, 2019, when the Company received proceeds of $77,000, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $11,000 to be
amortized to interest expense over the life of the note.
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 $58,666 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.24 per share (60 %
of $0.40 - the lowest trading price during the 20 days preceding
the note’s issuance), which computed to 366,666 shares of
‘if-converted’ common stock with a redemption value of $146,666 due
to $0.400 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-month period ended September 30, 2019,
totaled $2,750 and $14,667, respectively, while interest expense
was $2,200.
(t)
On April 26, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $63,000, maturing on April 26,
2020, and a stated interest of 12.00 % 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 rate of 60.00 % of the average of 2 lowest
trading prices for the 15 days prior to conversion. The note was
funded on April 29, 2019, when the Company received proceeds of
$59,500, after disbursements for the lender’s transaction costs,
fees and expenses which in aggregate resulted in a total discount
of $3,500 to be amortized to interest expense over the life of the
note. 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 $58,227 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.23 per share (60 %
of $0.39 - the average of 2 lowest trading day prices during the 15
days preceding the note’s issuance), which computed to 272,727
shares of ‘if-converted’ common stock with a redemption value of
$121,227 due to $0.445 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-month period ended
September 30, 2019, totaled $875 and $14,557, respectively, while
interest expense was $1,890.
(u)
On May 1, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $282,000, maturing on November
01, 2019, and a stated interest of 9.00 % 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 rate of 60.00 % of the average of 2
lowest trading prices for the 20 days prior to conversion. The note
was funded on May 1, 2019, when the Company received proceeds of
$234,500, after disbursements for the lender’s transaction costs,
fees and expenses which in aggregate resulted in a total discount
of $47,500 to be amortized to interest expense over the life of the
note. 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 $214,748 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.22 per share (60 %
of $0.37 - the average of 2 lowest trading day prices during the 20
days preceding the note’s issuance), which computed to 1,273,712
shares of ‘if-converted’ common stock with a redemption value of
$496,748 due to $0.39 per share fair market value of the Company’s
stock on the note’s date of issuance. Additionally, the Company
issued 361,538 shares of common stock (“Returnable Shares) to the
lender as a commitment fee. The Returnable Shares must be returned
to the Company if the note is fully repaid and satisfied prior to
180 days from the issue date. As such, the Returnable Shares were
valued at $0.38 fair market value on their date of issuance, and
their total value of $137,384 has been recorded as a prepaid
expense (see Note F). 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-month period ended September 30, 2019,
totaled $23,750 and $107,374, respectively, while interest expense
was $6,345.
(v)
On May 7, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $40,000, maturing on May 07,
2020, 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 rate of 60.00 % of the lowest trading price
for the 25 days prior to conversion. The note was funded on May 9,
2019, when the Company received proceeds of $31,800, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $8,200 to be
amortized to interest expense over the life of the note.
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 $27,029 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.22 per share (60 %
of $0.37 - the lowest trading price during the 25 days preceding
the note’s issuance), which computed to 181,159 shares of
‘if-converted’ common stock with a redemption value of $67,029 due
to $0.370 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-month period ended September 30, 2019,
totaled $2,050 and $6,757 respectively, while interest expense was
$1,000.
(w)
On May 16, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $69,300, maturing on May 16,
2020, 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 rate of 60% of the lowest trading price for
the 20 days prior to conversion. The note was funded on May 17,
2019, when the Company received proceeds of $56,500, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $12,800 to be
amortized to interest expense over the life of the note.
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 $49,500 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.21 per share (60 %
of $0.35 - the lowest trading price during the 20 days preceding
the note’s issuance), which computed to 330,000 shares of
‘if-converted’ common stock with a redemption value of $118,800 due
to $0.360 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-month period ended September 30, 2019,
totaled $2,743 and $10,607, respectively, while interest expense
was $1,559.
(x)
On May 23, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $170,000, maturing on May 23,
2020, 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 rate of 60.00 % of the lowest trading price
for the 20 days prior to conversion. The note was funded on May 24,
2019, when the Company received proceeds of $153,000, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $17,000 to be
amortized to interest expense over the life of the note.
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 $113,333 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.19 per share (60 %
of $0.32 - the lowest trading price during the 20 days preceding
the note’s issuance), which computed to 885,416 shares of
‘if-converted’ common stock with a redemption value of $283,333 due
to $0.320 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-month period ended September 30, 2019,
totaled $4,250 and $28,333, respectively, while interest expense
was $4,250.
(y)
On June 25, 2019 the Company issued a convertible promissory note
(the “Note”) with a face value of $200,000, maturing on June 25,
2020, and a stated interest of 10.00 % 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 rate of 60.00 % of the lowest trading price
for the 20 days prior to conversion. The note was funded on June
25, 2019, when the Company received proceeds of $184,500, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $15,500 to be
amortized to interest expense over the life of the note.
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 $204,762 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.08 per share (60 %
of $0.14 - the lowest trading price during the 20 days preceding
the note’s issuance), which computed to 2,380,952 shares of
‘if-converted’ common stock with a redemption value of $404,762 due
to $0.170 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-month period ended September 30, 2019,
totaled $3,875 and $51,190, respectively, while interest expense
was $5,000.
(z)
On July 10, 2019 the Company issued a convertible promissory note
with a face value of $63,000, maturing on July 10, 2020, and a
stated interest of 8% 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on July 16, 2019, when the
company received proceeds of $56,500, after disbursements for the
lender’s transaction costs, fees and expenses which in aggregate
resulted in a total discount of $6,500 to be amortized to interest
expense over the life of the note. 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 $42,000 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.08 per share (60% of $0.13 - the lowest trading price
during the 20 days preceding the note’s issuance), which computed
to 801,526 shares of ‘if converted’ common stock with a redemption
value of $105,000 due to $0.131 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-month period ended September 30, 2019, totaled $1,336 and
$8,633, respectively, while interest expense was $1,036.
(aa)
On July 15, 2019 the Company issued a convertible promissory note
with a face value of $75,000, maturing on July 15, 2020, and a
stated interest of 12% 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on July 23, 2019, when the
company received proceeds of $62,500, after disbursements for the
lender’s transaction costs, fees and expenses which in aggregate
resulted in a total discount of $12,500 to be amortized to interest
expense over the life of the note. 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 $60,496 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.08 per share (60% of $0.13 - the lowest trading price
during the 20 days preceding the note’s issuance), which computed
to 954,198 shares of ‘if converted’ common stock with a redemption
value of $135,496 due to $0.142 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-month period ended September 30, 2019, totaled $2,326 and
$11,259, respectively, while interest expense was
$1,675.
(bb)
On July 19, 2019 the Company issued a convertible promissory note
with a face value of $69,300, maturing on July 19, 2020, 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on July 25, 2019, when the
company received proceeds of $55,500, after disbursements for the
lender’s transaction costs, fees and expenses which in aggregate
resulted in a total discount of $13,800 to be amortized to interest
expense over the life of the note. 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 $46,200 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.07 per share (60% of $0.12 - the lowest trading price
during the 20 days preceding the note’s issuance), which computed
to 962,500 shares of ‘if converted’ common stock with a redemption
value of $115,500 due to $0.120 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-month period ended September 30, 2019, totaled $2,492 and
$8,342, respectively, while interest expense was $1,126.
(cc)
On July 31, 2019 the Company issued a convertible promissory note
with a face value of $100,000, maturing on August 20, 2020, 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 rate of 60% of the lowest trading price for the 20 days
prior to conversion. The note was funded on August 2, 2019, when
the company received proceeds of $91,000, after disbursements for
the lender’s transaction costs, fees and expenses which in
aggregate resulted in a total discount of $9,000 to be amortized to
interest expense over the life of the note. 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 $66,667 as a reduction to
additional paid-in capital based on a discounted “if-converted”
rate of $0.04 per share (60% of $0.06 - the lowest trading price
during the 20 days preceding the note’s issuance), which computed
to 2,688,172 shares of ‘if-converted’ common stock with a
redemption value of $166,667 due to $0.062 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-month period ended September 30, 2019, totaled $1,450 and
$10,741, respectively, while interest expense was
$1,611.
(dd)
On August 7, 2019 the Company issued a convertible promissory note
with a face value of $88,000, maturing on August 7, 2020, and a
stated interest of 12.00 % to a third-party investor. The note is
convertible at any time after 0 months of the funding of the note
into a variable number of the company’s common stock, based on a
conversion rate of 60% of the average of 2 lowest trading prices
for the 15 days prior to conversion. The note was funded on August
8, 2019, when the company received proceeds of $84,500, after
disbursements for the lender’s transaction costs, fees and expenses
which in aggregate resulted in a total discount of $3,500 to be
amortized to interest expense over the life of the note.
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 $101,011 as a reduction to additional paid-in capital
based on a discounted “if-converted” rate of $0.06 per share (60%
of $0.06 - the average of 2 lowest trading day prices during the 15
days preceding the note’s issuance), which computed to 2,365,591
shares of ‘if-converted’ common stock with a redemption value of
$189,011 due to $0.080 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-month period ended
September 30, 2019, totaled $506 and $14,590, respectively, while
interest expense was $1,525.
Note
F – Stockholders’ Equity
Common Stock
We
are authorized to issue 2,000,000,000 shares of our $.0001 par
value common stock, of which 33,384,036 and 16,712,819 shares were
issued and outstanding at September 30, 2019 and December 31, 2018
respectively.
Nine
Months Ended September 30, 2019:
The
Company issued 16,309,679 shares of common stock for conversion of
$130,904 in convertible debt and $6,025 in related accrued interest
at conversion rates between $.002 and $.025 pursuant to underlying
promissory note (Note E).
The
Company issued 361,538 shares of common stock at their $.38 per
share fair market value for total value of $137,384. These shares
represent a commitment fee to a noteholder and are returnable to
the Company if certain conditions are met. These returnable shares
reported as a prepaid expense at September 30, 2019 (Note
C).
Nine
Months Ended September 30, 2018:
The
Company issued 110,955 shares of common stock at $.55 per share
fair market value for cash to independent investors.
The
Company issued 1,166,469 shares of common stock for conversion of
$427,775 in convertible debt at various conversion rates pursuant
to underlying promissory notes (Note E). The Company also issued
35,781 shares of common stock for conversion of $13,835 in related
accrued interest.
The
Company issued 389,370 shares of common stock at $.275 per share
for settlement of related party debt and related accrued interest
totaling $107,077.
The
Company issued 95,890 shares of common stock for payment of accrued
officer wages totaling $38,500, along with 17,273 shares of common
stock for payment of accrued expenses totaling $13,818.
The
Company issued 20,000 shares of common stock valued at $15,000 to
secure a line of credit.
Warrants
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 expired 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
(expired) |
|
$ |
.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. The Series C warrants expired on June 30, 2019.
There are currently no outstanding warrants.
The
following table represents the warrant activity for the periods
presented;
| |
|
Number of
Warrants |
|
| |
|
|
|
| Balance, December 31, 2017 |
|
|
545,454 |
|
| Granted |
|
|
(19,636 |
) |
| (Exercised) |
|
|
(162,182 |
) |
| (Forfeited/expired) |
|
|
(181,818 |
) |
| Balance, December 31, 2018 |
|
|
181,818 |
|
| Granted |
|
|
- |
|
| (Exercised) |
|
|
- |
|
|
(Forfeited/expired) |
|
|
(181,818 |
) |
| Balance, September 30, 2019 |
|
|
- |
|
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 September 30, 2019
and December 31, 2018, 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.
Other
During
the nine months ended September 30, 2019 and 2018, the Company
recorded in additional paid-in capital a premium on convertible
debt of $3,366,586 and $1,142,215, respectively, as well as
accretion of the premium of $2,390,971 and $582,841, respectively
(Note E).
During
the nine months ended September 30, 2018, the Company recorded in
additional paid-in capital $14,236 of deferred offering costs, as
well as $6,022 of related party debt forgiveness.
Note
G– Material Agreements
1. On
May 26, 2019 the Company entered into an agreement with Aska
Electronics Co., Ltd of China. Aska is a manufacturer of Bluetooth
headphones, sport earbuds and associated listening devices and
provides its products as an OEM and as an ODM for projects
worldwide.
Under
the Agreement:
|
|
● |
Aska
will provide its design and manufacturing services for the
Company’s customers. |
|
|
|
|
|
|
● |
the
Company will provide branding, sales and distribution services for
existing and newly developed products that Aska manufactures for
sale in the North American market; |
|
|
|
|
|
|
● |
the
Company will pay a sales commission to Aska equal to 98% of the
revenues received from the sales to Aska’s existing clients in
North America in which revenue from those clients was approximately
$13,922,000 (unaudited). As of the date of this commission has not
been paid and no revenues or costs have been accounted
for. |
|
|
|
|
|
|
● |
Aska
will receive 700,000 shares of the Company’s Series I preferred
stock, Each Preferred Share is convertible into one share of the
Company’s common stock. As of the date of this report these shares
had not been issued. |
The
Company, upon no less than thirty days written notice, may redeem
the Preferred Shares at a price of $2.00 per share. The Preferred
shares will automatically convert into shares of the Company’s
common stock if the Company’s common stock closes at a price of
$2.20 or more during any 30 consecutive trading days and if the
average trading volume of the Company’s common stock during such 30
consecutive trading days is at least 10,000 shares per
day.
A
“leak out provision” was established such that Aska may not sell
more than 100,000 shares per month.
As of
the date of this report the Company has not generated any revenue
related to this transaction and no shares have been
issued.
However,
because of the financial structure of the purchase of a percentage
of certain profits that were part of the overall distribution
rights, the Company was unable to obtain a financial institution
that would facilitate the transaction as documented and ASKA, being
a Chinese based entity, is prohibited from certain financial
structures. Accordingly, the agreement has yet to be consummated
and may not be consummated under the original terms and the
Preferred Shares were never issued. Consequently, both Companies
remain set on utilizing each’s resources for future business, the
anticipated revenues that could have possibly been realized are not
available at this particular time.
|
2. |
The
Company signed a Strategic Partnership and Manufacturing Agreement
with manufacturer and exporter Shenzhen Ferex Electrical Co., Ltd
of China to manufacture and supply electrical components and
systems at the end of 2018. The Company began offering design,
engineering and manufacturing services to its customers in the
beginning of 2019. Currently, the Company has a manufacturing
contract to provide these services with AfterMaster Audio Labs
regarding two new products, subject to certain financing
requirements. As of the date of this filing the Company has not
generated any revenue related to this transaction and no shares
have been issued. |
Note
H – Subsequent Events
During
October and November 2019, the Company issued 80,715,727 shares of
common stock for conversion of $65,143 and $4,283 in principal and
accrued interest, respectively, of several of its outstanding
convertible debt (Note E) at various conversion rates ranging from
$.0005 to $.0033 pursuant to the underlying promissory
notes.
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
such events that warrant disclosure or recognition in the financial
statements, other than those disclosed above.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of
Operations.
Throughout
this Annual Report on Form 10-K Advantego Corporation is referred
to as “we,” “our,” “us,” the “Company,” or “Advantego.”
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. Advantego
Technologies, Inc. is a California corporation formed on July 29,
2016. On October 27, 2016, the Company acquired 100% stock
ownership of Advantego Technologies, Inc. in exchange for
11,628,636 (post-split) shares of the Company’s common stock. The
stock exchange was deemed a reverse merger, as the management and
operations of Advantego have continued, and Advantego’s management
received in the aggregate a majority ownership in GEII as a result
of the stock exchange.
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.
The
Company empowers business innovation as a solutions provider
developing stand-alone digital and enterprise software products to
capitalize on niche opportunities within a specific market. The
Company leverages a proprietary Intelligent Solution Platform
combining leading third-party technologies with existing data and
systems to deliver a turnkey specialized Business Process as a
Service (BPaaS).
The
Company’s products are tailored specifically to targeted industries
that can be integrated with multiple software applications for
large enterprises, affiliate networks and franchise operators as
comprehensive, managed, bundled solutions. The Company’s services
include product design, engineering and OEM manufacturing of
hardware products and licensing and distribution of third-party
proprietary software and hardware from a host of Strategic
Partners. This business model provides a “one-stop-shop” for our
customers.
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 this approach is more cost-effective, provides
greater flexibility, and 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 March of 2018 throughout the United States.
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 September 30, 2019, we had delivered
approximately 1,250 digital signage controllers to individual auto
care collision centers in the Assured Performance Network
nationwide.
We
expanded the functionality of our digital signage product to
include SMS Messaging and have field tested it at live events,
weddings and in audiological clinic lobbies as a digital delivery
system in the same way the auto care collisions have used it. These
additional features should help to attract potential advertisers as
networks are built out.
We
also provide subscription-based online directory listing services
and we are a reseller of software that allows potential customers
to better locate any business, on the internet.
We
have developed an enterprise software product (“Convertible Note
Disclosure Report”) that provides initial calculations for
investments made in public companies using convertible debt. The
product is currently being offered to the public as a stand-alone
service this product will become one of a number of modules that
will eventually be expanded to include the tracking and issuance of
all equity (common stock, preferred stock, warrants & options),
debt rolled up, equity rolled up, basic and weighted averages of
shares outstanding and other types of tables and information that
that are necessary for financial disclosures. When complete, this
system will provide for the equity management and reporting of the
financial information necessary to complete a Consolidated
Financial Statement when combined with existing everyday accounting
software for public and private companies, third parties and
auditors. We are unaware of any system that is as comprehensive in
nature of what is being developed in the marketplace today. Since
the original anticipated system has been expanded to other facets
of reporting, the Company is projecting release of the complete
system in early 1st quarter 2020.
In
early 2019, we began designing and engineering certain hardware
products focused on the audiological market that are combined with
proprietary software to address the needs of the hearing impaired.
To date, the initial protypes have been completed and are being
tested. The Company anticipates revenue from this investment to
materialize in 1st quarter 2020.
In
order to market to these niche markets, the Company is currently
undergoing a rebranding all its products; and anticipates
completion and marketing of these products under the “ADGO” brand
in third quarter of 2019.
Contractual Obligations
ASKA
Electronics, Ltd. Contract:
On
June 3, 2019, the Company announced the acquisitions of the North
American Distribution Rights of ASKA Electronics. of
China.
Aska
is a manufacturer of Bluetooth headphones, sport earbuds and
associated listening devices and provides its products as an OEM
and as an ODM for projects worldwide.
Under
the Agreement:
|
|
● |
Aska
will provide its design and manufacturing services for the
Company’s customers. |
|
|
|
|
|
|
● |
the
Company will provide branding, sales and distribution services for
existing and newly developed products that Aska manufactures for
sale in the North American market; |
|
|
|
|
|
|
● |
the
Company will pay a sales commission to Aska equal to 98% of the
revenues received from the sales to Aska’s existing clients in
North America which was $13,922,000 unaudited in 2018,
and |
|
|
|
|
|
|
● |
Aska
will receive 700,000 shares of the Company’s Series I preferred
stock, |
Each
Preferred Share is convertible into one share of the Company’s
common stock.
The
Company, upon no less than thirty days written notice, may redeem
the Preferred Shares at a price of $2.00 per share.
The
Preferred shares will automatically convert into shares of the
Company’s common stock if the Company’s common stock closes at a
price of $2.20 or more during any 30 consecutive trading days and
if the average trading volume of the Company’s common stock during
such 30 consecutive trading days is at least 10,000 shares per
day.
A
“leak out provision” was established such that Aska may not sell
more than 100,000 shares per month. The May 26, 2019 agreement
replaces the January 14, 2019 agreement between the Company and
Aska.
However,
because of the financial structure of the purchase of a percentage
of certain profits that were part of the overall distribution
rights, the Company was unable to obtain a financial institution
that would facilitate the transaction as documented and ASKA, being
a Chinese based entity, is prohibited from certain financial
structures. Accordingly, the agreement has yet to be consummated
and may not be consummated under the original terms and the
Preferred Shares were never issued. Consequently, both Companies
remain set on utilizing each’s resources for future business, the
anticipated revenues that could have possibly been realized are not
available at this particular time.
Shenzhen
Ferex Electrical Co. Ltd
We
signed a Strategic Partnership Agreement with manufacturer and
exporter Shenzhen Ferex Electrical Co., Ltd of China to manufacture
and supply electrical components and systems at the end of last
year. We began offering design, engineering and manufacturing
services to our customers in the beginning of 2019. Currently, we
have a manufacturing contract to provide these services with
AfterMaster Audio Labs regarding two new products. This agreement
is subject to certain financing requirements. As of the date of
this filing we have not generated any revenue related to this
transaction.
There
were no other material changes to our contracts not previously
reported.
Results of Operations
During
the three months ended September 30, 2019 and 2018, we had revenues
of $55,114 and $45,981, respectively. The related cost of sales for
the three months ended September 30, 2019 and 2018 was $17,644 and
$28,890, respectively. The increase in revenue was the result of
recognition of digital signage license renewals. We also deferred
$46,958 and $0 of our digital signage renewal revenue to future
periods as of September 30, 2019 and December 31, 2018,
respectively. Similarly, our cost of sales decreased as the renewal
costs were lower than the initial cost. As a result, gross margin
for the three months ended September 30, 2019 increased to $37,470
from $17,091 during the same period during 2018. Our general and
administrative expenses totaled $181,679 and $243,324 for the three
months ended September 30, 2019 and 2018, respectively, and
consisted primarily of officer wages, outsourced services, and
professional fees. The decrease in general and administrative
expenses was primarily the result of decreased marketing and
investor relations expenses and the capitalization of some
development costs. Interest expense was $235,367 and $71,744 during
the three months ended September 30, 2019 and 2018, respectively.
The increase during 2019 was due to an increased number of
convertible notes payable, the amortization of debt discounts,
pre-payment penalties and extension fees that we classified as
interest expense.
During
the nine months ended September 30, 2019 and 2018, we had revenues
of $84,505 and $161,225, respectively. The related cost of sales
for the nine months ended September 30, 2019 and 2018 was $43,754
and $102,814, respectively. The decrease in revenue was the result
of renewal fees for our digital signage service which were lower
than the initial cost of the control boxes and service for our
digital signage product to a network of certified auto care
collision centers in the United States during 2018. We also
deferred $46,958 and $0 of our digital signage renewal revenue to
future periods as of September 30, 2019 and December 31, 2018,
respectively. Similarly, our cost of sales decreased as the renewal
costs were lower than the initial cost and we deferred $7,889 of
costs of sales to future periods as of September 30, 2019. As a
result, gross margin for the nine months ended September 30, 2019
decreased to $40,751 from $58,411 during the same period 2018. Our
general and administrative expenses totaled $833,832 and $628,909
for the nine months ended September 30, 2019 and 2018,
respectively, and consisted primarily of officer wages, outsourced
services, and professional fees. The increase in general and
administrative expenses was primarily the result of increased
marketing and investor relations expenses. Interest expense was
$931,902 and $215,957 during the nine months ended September 30,
2019 and 2018, respectively. The increase during 2019 was due to an
increased number of convertible notes payable, the amortization of
debt discounts, pre-payment penalties and extension fees that we
classified as interest expense. The Company chose to repay certain
convertible notes with cash and incur significant prepayment
penalties rather than converting the convertible debt into stock at
a discounted rate thus reducing the dilution of the outstanding
shares of stock.
Liquidity and Capital Resources
Our
primary sources and (uses) of cash for the nine months ended
September 30, 2019 and 2018 were:
| |
|
September 30,
2019 |
|
|
September 30,
2018 |
|
| |
|
|
|
|
|
|
| Cash (used in)
operations |
|
$ |
(1,670,325 |
) |
|
$ |
(693,030 |
) |
| Proceeds from convertible notes
payable |
|
$ |
2,349,050 |
|
|
$ |
902,700 |
|
| |
|
|
|
|
|
|
|
|
| Payments on convertible notes
payable |
|
$ |
(751,000 |
) |
|
$ |
(145,486 |
) |
| Proceeds from sale of common stock and
exercise of warrants |
|
$ |
- |
|
|
$ |
82,625 |
|
See
Note B to the September 30, 2019 financial statements included as
part of this report for a description of our significant accounting
policies.
See
Note E to the September 30, 2019 financial statements which are a
part of this report for a discussion of our convertible notes
payable.
Off-Balance Sheet Arrangements
None.
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 periods
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 September 30,
2109, 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 September 30, 2019 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 Going Concern statement listed in Note A to the accompanying
financial statements.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
Common
stock issued for convertible debt during the three months ended
September 30, 2019 and subsequent to September 30, 2019 through
November 11, 2019.
|
Note |
|
Date |
|
Principal Converted |
|
|
Interest Converted |
|
|
Price Per Share |
|
|
Total Shares |
|
| (c) |
|
8/19/19 |
|
$ |
11,000 |
|
|
$ |
1,025 |
|
|
|
.0246 |
|
|
|
488,831 |
|
| (c) |
|
9/10/19 |
|
|
5,000 |
|
|
|
493 |
|
|
|
.006 |
|
|
|
915,525 |
|
| (c) |
|
9/24/19 |
|
|
3,150 |
|
|
|
322 |
|
|
|
.0036 |
|
|
|
964,322 |
|
| (k) |
|
9/17/19 |
|
|
2,400 |
|
|
|
750 |
|
|
|
.00315 |
|
|
|
1,000,000 |
|
| (k) |
|
9/24/19 |
|
|
1,774 |
|
|
|
750 |
|
|
|
.0021 |
|
|
|
1,202,000 |
|
| (n) |
|
8/21/19 |
|
|
15,000 |
|
|
|
- |
|
|
|
.0246 |
|
|
|
609,756 |
|
| (n) |
|
9/17/19 |
|
|
4,500 |
|
|
|
- |
|
|
|
.0045 |
|
|
|
1,000,000 |
|
| (n) |
|
9/23/19 |
|
|
3,400 |
|
|
|
- |
|
|
|
.003 |
|
|
|
1,133,333 |
|
| (p) |
|
9/19/19 |
|
|
4,860 |
|
|
|
- |
|
|
|
.0054 |
|
|
|
900,000 |
|
| (p) |
|
9/24/19 |
|
|
4,320 |
|
|
|
- |
|
|
|
.0036 |
|
|
|
1,200,000 |
|
| (q) |
|
8/27/19 |
|
|
10,000 |
|
|
|
- |
|
|
|
.015 |
|
|
|
666,667 |
|
| (q) |
|
9/23/19 |
|
|
4,100 |
|
|
|
- |
|
|
|
.0043 |
|
|
|
953,488 |
|
| (q) |
|
9/24/19 |
|
|
5,400 |
|
|
|
- |
|
|
|
.0043 |
|
|
|
1,225,814 |
|
| (q) |
|
9/25/19 |
|
|
5,400 |
|
|
|
- |
|
|
|
.0043 |
|
|
|
1,225,814 |
|
| (q) |
|
9/25/19 |
|
|
5,400 |
|
|
|
- |
|
|
|
.0043 |
|
|
|
1,225,814 |
|
| (q) |
|
9/27/19 |
|
|
5,200 |
|
|
|
- |
|
|
|
.0042 |
|
|
|
1,238,095 |
|
| (c) |
|
10/10/19 |
|
$ |
2,750 |
|
|
$ |
292 |
|
|
|
.0015 |
|
|
|
2,027,720 |
|
| (c) |
|
10/22/19 |
|
|
1,550 |
|
|
|
169 |
|
|
|
.00084 |
|
|
|
2,046,345 |
|
| (c) |
|
10/30/19 |
|
|
2,900 |
|
|
|
322 |
|
|
|
.00084 |
|
|
|
3,835,452 |
|
| (k) |
|
10/18/19 |
|
|
544 |
|
|
|
750 |
|
|
|
.00049 |
|
|
|
2,640,000 |
|
| (k) |
|
10/25/19 |
|
|
867 |
|
|
|
750 |
|
|
|
.00049 |
|
|
|
3,300,000 |
|
| (n) |
|
10/2/19 |
|
|
4,100 |
|
|
|
- |
|
|
|
.0025 |
|
|
|
1,640,000 |
|
| (n) |
|
10/7/19 |
|
|
2,200 |
|
|
|
- |
|
|
|
.00125 |
|
|
|
1,760,000 |
|
| (n) |
|
10/15/19 |
|
|
2,200 |
|
|
|
- |
|
|
|
.00095 |
|
|
|
2,315,789 |
|
| (n) |
|
10/23/19 |
|
|
2,300 |
|
|
|
- |
|
|
|
.0008 |
|
|
|
2,875,000 |
|
| (n) |
|
10/29/19 |
|
|
2,600 |
|
|
|
- |
|
|
|
.00075 |
|
|
|
3,466,666 |
|
| (p) |
|
10/7/19 |
|
|
2,500 |
|
|
|
- |
|
|
|
.0015 |
|
|
|
1,666,666 |
|
| (p) |
|
10/24/19 |
|
|
1,263 |
|
|
|
- |
|
|
|
.00084 |
|
|
|
1,505,571 |
|
| (q) |
|
10/2/19 |
|
|
4,100 |
|
|
|
- |
|
|
|
.0033 |
|
|
|
1,242,424 |
|
| (q) |
|
10/7/19 |
|
|
2,000 |
|
|
|
- |
|
|
|
.0016 |
|
|
|
1,250,000 |
|
| (q) |
|
10/11/19 |
|
|
2.000 |
|
|
|
- |
|
|
|
.0016 |
|
|
|
1,250,000 |
|
| (q) |
|
10/14/19 |
|
|
3,100 |
|
|
|
- |
|
|
|
.0015 |
|
|
|
2,066,667 |
|
| (q) |
|
10/16/19 |
|
|
2,700 |
|
|
|
- |
|
|
|
.0013 |
|
|
|
2,076,923 |
|
| (q) |
|
10/17/19 |
|
|
2,300 |
|
|
|
- |
|
|
|
.0011 |
|
|
|
2,090,909 |
|
| (q) |
|
10/21/19 |
|
|
2,100 |
|
|
|
- |
|
|
|
.0010 |
|
|
|
2,100,000 |
|
| (q) |
|
10/22/19 |
|
|
2,000 |
|
|
|
- |
|
|
|
.00099 |
|
|
|
2,020,202 |
|
| (q) |
|
10/22/19 |
|
|
2,000 |
|
|
|
- |
|
|
|
.00099 |
|
|
|
2,020,202 |
|
| (q) |
|
10/28/19 |
|
|
2,000 |
|
|
|
- |
|
|
|
.00099 |
|
|
|
2,020,202 |
|
| (q) |
|
10/29/19 |
|
|
2,000 |
|
|
|
- |
|
|
|
.00099 |
|
|
|
2,020,202 |
|
| (k) |
|
11/1/19 |
|
|
979 |
|
|
|
750 |
|
|
|
.000455 |
|
|
|
3,800,000 |
|
| (p) |
|
11/1/19 |
|
|
2,880 |
|
|
|
- |
|
|
|
.00072 |
|
|
|
4,000,000 |
|
| (s) |
|
11/1/19 |
|
|
2,620 |
|
|
|
500 |
|
|
|
.00078 |
|
|
|
4,000,000 |
|
| (n) |
|
11/5/19 |
|
|
2,500 |
|
|
|
- |
|
|
|
.00055 |
|
|
|
4,545,454 |
|
| (s) |
|
11/5/19 |
|
|
2,688 |
|
|
|
- |
|
|
|
.00066 |
|
|
|
4,800,000 |
|
| (k) |
|
11/6/19 |
|
|
1,000 |
|
|
|
750 |
|
|
|
.00035 |
|
|
|
5,000,000 |
|
| (n) |
|
11/11/19 |
|
|
2,400 |
|
|
|
- |
|
|
|
.00045 |
|
|
|
5,333,333 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
$ |
156,047 |
|
|
$ |
7,623 |
|
|
|
|
|
|
|
95,765,186 |
|
The
Company relied upon the exemption provided by Section 4(a)(2) of
the Securities Act of 1933 with respect to the issuance of these
shares. The persons who acquired these shares were sophisticated
investors and were provided full information regarding the Company.
There was no general solicitation in connection with the offer or
sale of these securities. The persons who acquired these shares
acquired them for their own accounts. The certificates representing
these shares bear a restricted legend providing that they cannot be
sold except pursuant to an effective registration statement or an
exemption from registration. No commission or other form of
remuneration was given to any person in connection with the
issuance of these securities.
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 |
| |
|
|
November
19, 2019 |
By: |
/s/
Robert W. Ferguson |
| |
|
Robert
W. Ferguson, Principal Executive Officer |
| |
|
|
| November
19, 2019 |
By: |
/s/
Tracy A. Madsen |
| |
|
Tracy
A. Madsen, Principal Financial Officer |
Advantego (PK) (USOTC:ADGO)
Historical Stock Chart
From Dec 2020 to Jan 2021
Advantego (PK) (USOTC:ADGO)
Historical Stock Chart
From Jan 2020 to Jan 2021
