Advantego Corp - Quarter Report: 2017 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934
For the quarterly period ended June 30, 2017
☐ 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
GOLDEN EAGLE INTERNATIONAL, INC.
(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.)
|
1 Park Plaza, Suite 600
Irvine, CA 92614
(Address of principal executive offices, including Zip Code)
(949) 627-8977
(Issuer's telephone number, including area code)
______________________________________________
(Former name or former address if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
|
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 ☒
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 159,883,328 shares of common stock as of November 20, 2017.
GOLDEN EAGLE INTERNATIONAL, INC.
|
Golden Eagle International, Inc.
|
||||||||
|
June 30,
|
December 31,
|
|||||||
|
|
2017
|
2016
|
||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash & cash equivalents
|
$
|
15,396
|
$
|
46,111
|
||||
|
Accounts receivable
|
2,400
|
-
|
||||||
|
Total current assets
|
17,796
|
46,111
|
||||||
|
TOTAL ASSETS
|
$
|
17,796
|
$
|
46,111
|
||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable - related parties
|
$
|
288,568
|
$
|
72,246
|
||||
|
Accounts payable
|
4,500
|
4,500
|
||||||
|
Deferred revenue
|
6,822
|
-
|
||||||
|
Accrued interest, convertible notes payable
|
3,723
|
822
|
||||||
|
Accrued interest, convertible notes payable, related parties
|
22,628
|
21,125
|
||||||
|
Convertible notes payable, net of debt discount of $2,281 and $7,281, respectively
|
97,719
|
42,719
|
||||||
|
Convertible notes payable - related parties, net of debt discount of $5,269 and $6,022, respectively
|
67,843
|
54,590
|
||||||
|
Total current liabilities
|
491,803
|
196,002
|
||||||
|
Total Liabilities
|
491,803
|
196,002
|
||||||
|
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||
|
Preferred stock, par value $.01 per share; 10,000,000 shares authorized,
|
||||||||
|
240,000 shares issued and outstanding
|
2,400
|
2,400
|
||||||
|
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
|
||||||||
|
159,883,328 shares issued and outstanding
|
15,988
|
15,988
|
||||||
|
Additional paid-in capital
|
(5,815
|
)
|
(5,815
|
)
|
||||
|
Accumulated (deficit)
|
(486,580
|
)
|
(162,464
|
)
|
||||
|
Total stockholders' equity (deficit)
|
(474,007
|
)
|
(149,891
|
)
|
||||
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$
|
17,796
|
$
|
46,111
|
||||
The accompanying footnotes are an integral part of these consolidated unaudited financial statements.
|
Golden Eagle International, Inc.
|
||||||||
|
For the Three and Six Months Ended June 30, 2017
|
||||||||
|
Three Months
Ended
|
Six Months
Ended
|
|||||||
|
June 30,
|
June 30,
|
|||||||
|
|
2017
|
2017
|
||||||
|
REVENUES
|
$
|
3,430
|
$
|
3,430
|
||||
|
OPERATING EXPENSES
|
||||||||
|
General and administrative
|
157,857
|
317,389
|
||||||
|
Total operating expenses
|
157,857
|
317,389
|
||||||
|
OPERATING (LOSS)
|
(154,427
|
)
|
(313,959
|
)
|
||||
|
OTHER INCOME (EXPENSE)
|
||||||||
|
Interest expense
|
(5,128
|
)
|
(10,157
|
)
|
||||
|
Total other (expense)
|
(5,128
|
)
|
(10,157
|
)
|
||||
|
Loss before income taxes
|
(159,555
|
)
|
(324,116
|
)
|
||||
|
Income taxes
|
-
|
-
|
||||||
|
NET LOSS
|
$
|
(159,555
|
)
|
$
|
(324,116
|
)
|
||
|
Basic and diluted (loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
||
|
Weighted average shares outstanding - basic and diluted
|
159,883,328
|
159,883,328
|
||||||
The accompanying footnotes are an integral part of these consolidated unaudited financial statements.
|
Golden Eagle International, Inc.
|
||||
|
For the Six Months Ended June 30, 2017
|
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||
|
Net income (loss)
|
$
|
(324,116
|
)
|
|
|
Amortization of debt discount
|
5,753
|
|||
|
Changes in operating assets and liabilities
|
||||
|
Increase in accounts receivable
|
(2,400
|
)
|
||
|
Increase in accounts payable - related parties
|
216,322
|
|||
|
Increase in deferred revenue
|
6,822
|
|||
|
Increase in accrued interest, convertible notes payable - related parties
|
1,503
|
|||
|
Increase in accrued interest, convertible notes payable
|
2,901
|
|||
|
|
||||
|
Net cash flows (used by) operating activities
|
(93,215
|
)
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
- | |||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||
|
Proceeds from convertible note payable
|
62,500
|
|||
|
|
||||
|
Net cash flows provided by financing activities
|
62,500
|
|||
|
NET CHANGE IN CASH
|
(30,715
|
)
|
||
|
CASH - BEGINNING OF PERIOD
|
46,111
|
|||
|
CASH - END OF PERIOD
|
$
|
15,396
|
||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||
|
Schedule of Non-Cash Investing and Financing Activities
|
||||
|
Cash paid for
|
||||
|
Interest
|
$
|
-
|
||
|
Income taxes
|
$
|
-
|
||
The accompanying footnotes are an integral part of these consolidated unaudited financial statements.
Golden Eagle International, Inc.
For the Three and Six Months Ended June 30, 2017
Note A – Organization and Business
Organization and Nature of Business
Golden Eagle International, Inc. ("Golden Eagle") was incorporated in Colorado on July 21, 1988. From late 2008 through June 2009, Golden Eagle was engaged in contract gold milling operations in the state of Nevada in the United States. Golden Eagle has not had any business operations since it disposed of its wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia) in the first quarter of fiscal 2010. Prior to that time, Golden Eagle had been involved in the business of minerals exploration and (prior to 2005) mining and milling operations in Bolivia through that subsidiary. More recently, Golden Eagle has been a non-operating corporation seeking to sell its remaining milling plant and equipment and/or merge with an operating company.
Advantego Technologies, Inc. ("Advantego") was incorporated in California on July 29, 2016. Advantego develops software products and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation.
On October 27, 2016, Golden Eagle acquired 100% of the issued and outstanding common stock of Advantego in exchange for 127,915,000 shares of Golden Eagle common stock, thus making Advantego Golden Eagle's wholly-owned subsidiary. The stock exchange was deemed a reverse merger, as the management and operations of Advantego will continue, and Advantego's management received in the aggregate a majority ownership in Golden Eagle as a result of the stock exchange. As such, the accompanying consolidated financial statements represent the operations of Advantego (the surviving operating entity and accounting acquirer) consolidated with the operations of Golden Eagle (the SEC registrant and legal acquirer) as of December 31, 2016 and for the three and six months ended June 30, 2017. There are no comparative financial statements for the three and six months ended June 30, 2016, as historical financial statements of periods prior to the reverse merger would reflect only the operations of Advantego, which wasn't formed until July 29, 2016. The equity section of the consolidated financial statements presents the historical activity of Golden Eagle, with a recapitalization to reconcile the beginning $0 balances upon Advantego's inception. Concurrently with the reverse merger, the newly-consolidated company effected a quasi-reorganization thereby eliminating Golden Eagle's accumulated losses through the merger date against additional paid-in capital. Upon regulatory approval, Golden Eagle (the SEC registrant) will change its name to Advantego Corporation to reflect the continuation of Advantego as the operating entity.
Basis of Presentation
The accompanying financial statements represent the consolidated operations of Golden Eagle and Advantego, collectively "the Company," "we," "us," as the consolidated entity, with all intercompany transactions eliminated.
Going Concern
The consolidated financial statements as of June 30, 2017 and December 31, 2016, and for the three and six months ended June 30, 2017, have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of $486,580 since Advantego's inception through June 30, 2017, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern. Following the reverse merger with Advantego, we have entered into a new line of business with proven technologies, but we can offer no assurances that we will be able to obtain adequate financing to implement our business plan and remain a going concern.
Note B – Summary of Significant Accounting Policies
Revenue Recognition
In May 2017, we launched the online directory and digital signage components of our ongoing licensing services we provide to third parties. We recognize revenue when (1) persuasive evidence of an arrangement exists; (2) the services have been provided; (3) the price for the services is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on our management's judgment regarding fixed nature of the price for the services and the collectability of amounts charged to our customers.
During May and June 2017, we entered into licensing arrangements totaling $10,252 to be recognized as revenue over the life of the licensing agreements ranging from one to twelve months. Of this amount $3,430 was recognized as revenue for the three months ended June 30, 2017 and $6,822 was deferred to future periods. At June 30, 2017, we were owed $2,400 for these services and had determined no allowance for doubtful accounts was necessary.
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 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 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 a major financial institution, exceed the federally insured limits of $250,000. Our management believes that the financial institution is financially sound and the risk of loss is low.
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.
Income (Loss) Per Share
The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each year.
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart. During the six months ended June 30, 2017, the inclusion of these shares on the consolidated statement of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive and as such they are excluded.
Fully diluted shares for the three and six months ended June 30, 2017 are as follows:
|
Three Months
|
Six Months
|
|||||||
|
Ended
|
Ended
|
|||||||
|
June 30, 2017
|
June 30, 2017
|
|||||||
|
Basic weighted average shares outstanding
|
159,883,328
|
159,883,328
|
||||||
|
Warrants
|
6,000,000
|
6,000,000
|
||||||
|
Convertible debt
|
4,624,480
|
4,570,336
|
||||||
|
Series B preferred stock
|
120,000
|
120,000
|
||||||
|
Total
|
170,627,808
|
170,573,664
|
||||||
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 – Loans and Notes Payable
Convertible Notes Payable - Related Parties
We have related party debt obligations outstanding at June 30, 2017 as follows:
|
As of June 30, 2017
|
As of December 31, 2016
|
|||||||||||||||
|
Note Description
|
Principal
|
Accrued Interest
|
Principal
|
Accrued Interest
|
||||||||||||
|
Gulf Coast Capital, LLC (a)
|
$
|
30,112
|
$
|
19,958
|
$
|
30,112
|
$
|
19,211
|
||||||||
|
Avcon Services, Inc. (b)
|
30,500
|
2,670
|
30,500
|
1,914
|
||||||||||||
|
Frank Grey (c)
|
12,500
|
-
|
-
|
-
|
||||||||||||
|
Totals
|
$
|
73,112
|
$
|
22,628
|
$
|
60,612
|
$
|
21,125
|
||||||||
|
Less debt discount
|
(5,269
|
)
|
(6,022
|
)
|
||||||||||||
|
Net Convertible Notes Payable - Related Parties
|
$
|
67,843
|
$
|
54,590
|
||||||||||||
|
(a)
|
Gulf Coast Capital, LLC is a company owned by Mark Bogani, our former CEO. The note is uncollateralized, dated September 30, 2016 and represents the consolidation of various smaller notes payable previously outstanding totaling $145,112 plus $15,471 in accrued interest. Interest continues to accrue at the rate of 5%, with principal and interest being due on demand and convertible into our common stock at the option of the lender at a fixed rate of $.025 per share. Upon the note's inception, there was a beneficial conversion feature totaling $29,022 that is being amortized ratably over the five-year conversion period (with acceleration if converted) and netted against the principal balance as a debt discount. On December 30, 2016, Gulf Coast Capital converted $115,000 of the note into 4,600,000 shares of the Company's common stock, resulting in an unpaid principal balance of $30,112 at June 30, 2017 and December 31, 2016. Debt discount amortization totaled $377 and $753 for the three and six months ended June 30, 2017, respectively, resulting in an unamortized debt discount balance of $5,269 and $6,022 at June 30, 2017 and December 31, 2016, respectively. Interest expense totaled $375 and $747 for the three and six months ended June 30, 2017, respectively, resulting in accrued interest of $19,958 and $19,211 at June 30, 2017 and December 31, 2016, respectively. The net balance of the note was $24,843 and $24,090 on June 30, 2017 and December 31, 2016, respectively.
|
|
|
|
|
(b)
|
Avcon Services, Inc. is a company owned by Tracy Madsen, our former CFO. The note represents amounts due for CFO services during the period of June 2014 through September 2015 totaling $30,500, is uncollateralized, is dated December 31, 2015, carries an interest rate of 5%, and is due on demand. The note and accrued interest, or any portion thereof, are convertible at the option of Avcon, into the Company's common stock at a fixed rate of $.025 per share at any time through December 31, 2020. Interest expense for the three and six months ended June 30, 2017 was $380 and $756, respectively, resulting in $2,670 and $1,914 in accrued interest as of June 30, 2017 and December 31, 2016, respectively.
|
|
(c)
|
On June 29, 2017, the Company entered into an uncollateralized note payable with its CFO, Frank Grey, in the amount of $12,500. The note carries an interest rate of 6%, and matures on June 29, 2018. The note and accrued interest, or any portion thereof, is convertible at the option of the lender, into the Company's common stock at a fixed rate of $.025 per share. Interest will begin accruing July 1, 2017.
|
Convertible Notes Payable
On September 22, 2016, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $50,000. The note carries an interest rate of 6% and matures on September 22, 2017. 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 fixed rate of $.025 per share. Upon the note's inception, there was a beneficial conversion feature totaling $10,000 that is being amortized ratably over the one-year note maturity period (with acceleration if converted) netted against the principal balance as a debt discount. Debt discount amortization totaled $2,500 and $5,000 for the three and six months ended June 30, 2017, respectively, resulting in an unamortized debt discount balance of $2,281 and $7,281 at June 30, 2017 and December 31, 2016, respectively. Interest expense totaled $748 and $1,498 for the three and six months ended June 30, 2017, resulting in accrued interest of $2,320 and $822 at June 30, 2017 and December 31, 2016, respectively. The net balance of the note was $47,719 and $42,719 on June 30, 2017 and December 31, 2016, respectively.
On January 12, 2017 and March 27, 2017, the Company entered into two uncollateralized notes payable with this unaffiliated investor, each in the amount of $25,000 for $50,000 total. The notes carry an interest rate of 6%, and mature on January 12, 2018 and March 27, 2018, respectively. The notes and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a fixed rate of $.025 per share. Total interest expense on these combined notes was $748 and $1,403 for the three and six months ended June 30, 2017, respectively, resulting in $1,403 accrued interest as of June 30, 2017.
Note D – Stockholders' Equity
Common Stock
We are authorized to issue 2,000,000,000 shares of our $.0001 par value common stock, of which 159,883,328 were issued and outstanding at June 30, 2017 and December 31, 2016.
During August and September 2016, we sold 4,000,000 shares of our common stock, with warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000. The warrants are exercisable at prices between $0.05 and $0.20 per 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
|
$.025
|
$.05
|
.75
|
.54%
|
$.010625
|
2,000,000
|
$21,249
|
|
Series B
|
$.025
|
$.10
|
1.75
|
.69%
|
$.014909
|
2,000,000
|
$29,817
|
|
Series C
|
$.025
|
$.20
|
2.75
|
.85%
|
$.017384
|
2,000,000
|
$34,767
|
|
Total
|
|
|
|
|
|
|
$85,833
|
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 December 31, 2016, 4,500,000 shares of our Series B Preferred Stock had been authorized for issuance, and 240,000 were issued and outstanding. These 240,000 Series B shares are convertible into 120,000 common shares.
Note E – Related Party Transactions
We incur various consulting, management, and software licensing expenses with our officers, directors, and companies owned by our officers and directors. During the three and six months ended June 30, 2017 we incurred $133,006 and $257,506, respectively, with these individuals and companies, resulting in $288,018 and $71,006 payable at June 30, 2017 and December 31, 2016, respectively.
An entity controlled by Mark Bogani, a former officer and director, acts as our transfer agent. We incurred transfer agent fees totaling $3,332 and $3,880 in fees as during the three and six months ended June 30, 2017, respectively, resulting in a total amount due of $550 and $1,240 at June 30, 2017 and December 31, 2016, respectively.
We have various notes payable outstanding with related parties as detailed in Note C.
Note F – Subsequent Events
The Company has evaluated its subsequent events through the date of this report issuance and determined there are no events to disclose.
On October 27, 2016, we acquired Advantego Technologies, Inc. in exchange for 127,915,000 shares of our common stock. We were inactive prior to that time.
Advantego is a California corporation formed on July 29, 2016 that develops software, products, and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management and lead generation. Advantego plans to provide its software to a variety of clients, including businesses, financial institutions, real estate related entities, national franchise organizations, governmental agencies, schools, and charities.
Social Media Marketing is the process of marketing through social media websites. Social media is a catch-all term for sites that may provide radically different social interactions. For instance, Twitter is a social media website designed to let people share short messages or "updates" with others.
Customer relationship management (CRM) practices, strategies, and technologies are used to analyze customer personal information, purchase history, buying preferences and concerns with the goal of improving customer retention and increasing sales. CRM systems compile information on customers across different channels -- or points of contact between the customer and the organization -- which could include the organization's website, telephone, live chat forums, direct mail, marketing materials, and social media.
Lead Generation is the process of identifying potential customers for list building, e-newsletter list acquisition, and sales leads.
Unless otherwise indicated, all references to "the Company," "we," "us," or "our," include the operations of Advantego consolidated with Golden Eagle International, Inc.
In 2017 we plan to change our name to Advantego Corporation, with a corresponding change to our stock symbol.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.
In May 2017, we launched the online directory and digital signage components of our ongoing licensing services we provide to third parties.
During May and June 2017, we entered into licensing arrangements totaling $10,252 to be recognized as revenue over the life of the licensing agreements ranging from one to twelve months. Of this amount $3,430 was recognized as revenue for the three months ended June 30, 2017 and $6,822 was deferred to future periods.
Although from a legal standpoint Golden Eagle acquired Advantego Technologies on October 27, 2016 for financial reporting purposes, the acquisition of Advantego constituted a recapitalization, and the acquisition was accounted for as a reverse merger, with the result that Advantego was deemed to have acquired Golden Eagle. As a result, the accompanying consolidated financial statements represent the operations of Advantego (the surviving operating entity and accounting acquirer) consolidated with the operations of Golden Eagle (the SEC registrant and legal acquirer) as of December 31, 2016 and for the six months ended June 30, 2017. There are no comparative financial statements for the six months ended June 30, 2016, as historical financial statements of periods prior to the reverse merger would reflect only the operations of Advantego, which wasn't formed until July 29, 2016.
Our sources and (uses) of cash for the six months ended June 30, 2017 are shown below:
|
Cash (used in) operations
|
$
|
(93,215
|
)
|
|
|
Proceeds from convertible note payable
|
$
|
62,500
|
During August and September 2016, we sold 4,000,000 shares of our common stock, as well as warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000.
On December 30, 2016, Gulf Coast Capital, LLC, a company controlled by Mark Bogani, a former officer and director, converted a note in the principal amount of $115,000 into 4,600,000 shares of our common stock.
As of June 30, 2017, we had convertible notes payable in the principal amount of $97,719 (net of debt discounts totaling $2,281) and accrued interest of $3,723, and convertible notes payable - related parties in the principal amount of $67,843 (net of debt discounts totaling $5,269) and accrued interest of $22,628. See Note C to the financial statement which are a part of this report.
During the six months ended June 30, 2017, we incurred general and administrative expenses totaling $317,389, which consisted primarily of $257,506 in consulting, management, and software licensing fees with our officers, directors, and companies owned by our officers and directors.
Other than funding our operating expenses and paying our notes payable, we did not, as of November 20, 2017, have any significant capital requirements.
We do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, any significant changes in our expected sources and uses of cash.
We do not have any commitments or arrangements from any person to provide us with any equity capital.
See Note B to the financial statements included as part of this report for a description of our significant accounting policies.
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officers of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of June 30, 2017, 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.
|
| ● |
we do not have sufficient personnel to provide adequate risk assessment functions.
|
| ● |
we do not have an audit committee.
|
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.
There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Exhibits
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.
| GOLDEN EAGLE INTERNATIONAL, INC. | |||
|
November 20, 2017
|
By:
|
/s/ Robert Ferguson | |
| Robert Ferguson, Principal Executive Officer | |||
| By: | /s/ Philip F. Grey | ||
| Philip F. Grey, Principal Financial Officer | |||
14