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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ~~ANNUAL~~ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For ~~ACT~~the ~~OF 1934~~Fiscal Year Ended December 31, 2019

For the Fiscal Year Ended December 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-23726

ADVANTEGO CORPORATION

(Name of Small Business Issuer in its charter)

Colorado		84-1116515
(State of incorporation)		(IRS Employer Identification No.)
2000 S. Colorado Blvd.
Tower 1, Suite 2000
Denver, CO		80222
(Address of principal executive office)		(Zip Code)

3801 East Florida Ave., Suite 400
Denver, Colorado		80210
(Address of principal executive office)		(Zip Code)

Registrant’s telephone number, including area code: (949) 627-8977

Registrant's telephone number, including area code: (949) 627-8977

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		None		None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of ~~1934~~ 1934 during the preceding 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 on ~~its corporate Website, if any,~~ every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒☐ No ⬜ ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant'’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ☒

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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Non-accelerated filer ☐☒ 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting stock held by non-affiliates of the Company on June 30, ~~2018~~2019, was approximately $102,~~176~~871,~~500~~640.

As of ~~March~~of 29August 31, ~~2019~~2022, the Company had 16,~~712~~417,~~819~~863,593 outstanding shares of common stock.

Documents incorporated by reference: None

None

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes "“forward-looking statements"” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which include but are ~~not~~ not limited to, statements concerning our business strategy, plans and objectives, projected revenues, expenses, gross profit, income, ~~and~~ and mix of revenue. These forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by us. Words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “potential,” “believes,” “seeks,” “hopes,” “estimates,” “should,” “may,” “will,” “with a view to” and variations of these words or similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements.

TABLE OF CONTENTS

		Page
PART I

ITEM 1.	BUSINESS	4

ITEM1A.	RISK FACTORS	5

ITEM 1B.	UNRESOLVED STAFF COMENTS	5

ITEM 2.	PROPERTIES	5

ITEM 3.	LEGAL PROCEEDINGS	5

ITEM 4.	MINE SAFETY DISCLOSURE	6

PART II

ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	6

ITEM 6.	SELECTED FINANCIAL DATA	7

ITEM 7.	MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7

ITEM 8.	FINANCIAL STAEMENTS AND SUPPLEMENTARY DATA	8

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON AND ACCOUNTING AND FINANCIAL DISCLOSURE	26

ITEM 9A.	CONTROLS AND PROCEEDURES	26

ITEM 9B.	OTHER INFORMATION	27

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	27

ITEM 11.	EXECUTIVE COMPENSATION	28

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	30

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	31

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	31

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	31

ITEM 16.	FORM 10-K SUMMARY	31

SIGNATURES		32

Item 1. Business

Throughout this Annual Report on Form 10-K Advantego Corporation is referred to as “we,” “our,” “us,” the “Company,” or “Advantego.”

The ~~Advantego Corporation~~Company ~~(“Advantego,”~~was ~~formerly~~formed ~~Golden~~as ~~Eagle International,~~a ~~Inc., or “GEII”) was incorporated in~~ Colorado corporation on July 21, 1988. ~~GEII~~as ~~had~~Beneficial ~~previously~~Capital ~~engaged~~Financial inServices ~~contract gold milling operations primarily in the state of Nevada in the United States~~Corp. ~~Advantego Technologies, Inc. is a California corporation formed on July 29, 2016.~~ On ~~October~~February 272, ~~2016~~1995, the Company ~~acquired~~changed ~~100%~~its ~~stock~~name ~~ownership~~to ofGolden ~~Advantego~~Eagle ~~Technologies~~International, Inc. ~~in exchange for 11,628,636~~ (~~post-split~~“GEII”) ~~shares of the Company’s common stock~~. ~~The~~GEII ~~stock~~had ~~exchange~~previously isengaged ~~deemed~~in acontract ~~reverse merger,~~gold ~~as the management and~~ milling operations ofprimarily ~~Advantego have continued, and Advantego's management received~~ in the ~~aggregate~~state ~~a majority~~of ~~ownership~~Nevada in ~~GEII as a result of~~ the ~~stock exchange. Unless~~United ~~otherwise indicated, all references to the Company include the operations of Advantego Technologies, Inc~~States. ~~and Advantego Communications, Inc.~~

On ~~February~~October 127, ~~2018~~2016, wethe ~~changed~~Company ~~our~~acquired ~~name~~100% ~~from~~stock ~~GEII~~ownership toof Advantego ~~Corporation~~ ~~and~~Technologies, ~~our~~Inc., ~~trading~~a ~~symbol~~California ~~from~~corporation ~~MYNG~~formed toon ~~ADGO. On~~July ~~January~~29, 312016, ~~2018~~in exchange for 11,628,636 ~~our~~shares ~~shareholders~~of ~~approved~~the aCompany’s ~~1-for-11~~common ~~reverse~~ stock. ~~split,~~The ~~which~~stock exchange was ~~effective~~deemed ~~February~~a ~~22,~~reverse ~~2018. Unless otherwise indicated~~merger, ~~all~~as ~~per-share~~the ~~information~~management inand ~~this~~operations ~~report~~of ~~has been~~Advantego ~~adjusted~~have tocontinued, ~~reflect~~and ~~this~~Advantego’s ~~reverse~~management ~~stock split. All~~received ~~references~~in ~~to “~~the ~~Company,”~~aggregate ~~“we,” “us,”~~a ormajority ~~“our,”~~ownership ~~include~~in ~~the~~GEII ~~operations~~as ~~of Advantego~~a ~~Technologies,~~result ~~Inc.~~of ~~consolidated~~the ~~with Advantego~~stock exchange.

On ~~The Company~~February ~~empowers~~1, ~~business~~2018, ~~innovation~~we aschanged aour ~~technical~~name ~~solutions provider~~from ~~developing~~GEII ~~stand-alone~~to ~~digital~~Advantego Corporation and ~~enterprise~~our ~~software products~~trading tosymbol ~~capitalize~~from onMYNG ~~niche~~to ~~opportunities within a specific market~~ADGO. ~~The~~On ~~Company~~January ~~leverages~~31, ~~a proprietary Intelligent Solution~~2018, ~~Platform~~our ~~combining~~shareholders ~~leading~~approved ~~third-party technologies with existing data and systems to deliver~~ a ~~turnkey~~1-for-11 ~~specialized~~reverse ~~Business~~stock ~~Process as~~split, awhich ~~Services~~was ~~(BPaaS)~~effective ~~that~~February is22, ~~both scalable and cost effective~~2018.

Advantego ~~The Company~~Corporation ~~offers~~(OTCPINK: ADGO), headquartered in Denver, Co., is a ~~variety~~fully ofintegrated technical agency that develops stand-alone ~~products~~digital ~~tailored~~and ~~specifically~~enterprise tosoftware ~~targeted~~products ~~industries~~serving asniche ~~well~~opportunities aswithin ~~combining~~a ~~these~~specific ~~with multiple~~vertical. ~~software~~It ~~applications~~can ~~for~~leverage ~~large~~a ~~enterprises,~~proprietary ~~affiliate~~“Intelligent ~~networks~~Solution Platform” combining leading third-party technologies with existing data and ~~franchise~~systems ~~operators~~as ~~delivering~~a ~~comprehensive,~~specialized Business Process ~~all-inclusive,~~as ~~managed~~a ~~bundled~~Service ~~solutions~~(BPaaS) that is both efficient and cost effective.

The ~~Additional services~~Company ~~include~~has ~~Product~~offered ~~Design,~~a ~~Engineering~~variety ~~and~~of ~~Manufacturing, Custom~~stand-alone ~~Enterprise~~products ~~Software~~tailored ~~development,~~specifically ~~and~~to ~~Licensing~~targeted ofindustries as well as combining these with multiple ~~Intellectual~~software ~~Property~~applications ~~from~~for ~~its~~large ~~vast~~enterprises, ~~library~~affiliate ofnetworks ~~strategic~~and ~~partners. This~~franchise ~~provides~~operators delivering a ~~“one~~comprehensive, all-~~stop-shop”~~inclusive, ~~for our~~managed ~~customers~~bundled solutions.

The WeCompany ~~maintain~~services ~~a small~~have ~~core~~included, ~~group~~but ofwere ~~employees~~not ~~and~~limited ~~outsource~~to ~~most~~product ~~of our Product Development~~design, ~~Product~~engineering ~~Maintenance,~~and ~~Sales & Marketing~~manufacturing, ~~Accounting,~~ ~~Investor~~custom ~~Relations,~~enterprise ~~Legal~~software, and ~~Project Management~~ ~~services.~~licensing Weto ~~feel~~third ~~this~~parties ~~approach~~software isapplications ~~more~~through ~~cost-effective,~~several ~~provides greater~~strategic ~~flexibility, and resources can be applied quickly to specific projects and tasks as needed~~partners.

We launched our field testing of various products and services beginning in May 2017 and commenced fulfillment of a revenue generating contract of of our digital signage product to a network of certified auto care collision centers beginning in March of 2018 throughout the United ~~States~~ ~~during~~States ~~the~~and ~~year~~continued ~~ended~~through December 31, ~~2018~~2019. The digital signage ~~allows~~ product allowed the auto care collision centers to display, on a ~~large~~ large television screen or counter displays, information concerning the center, their certifications and other informational and ~~promotional~~ promotional content associated with the automotive industry. As of December 31, ~~2018~~2019, we had delivered approximately ~~930~~1,250 ~~digital signage~~ controllers to ~~individual~~the individual auto care collision centers. However, in 2019, our primary client, Assured Performance Network, decided not to purchase any additional digital signature products thus eliminating any recurring revenue the Company had expected to realize. Subsequently, Assured Performance was ~~Network~~sold ~~nationwide~~in its entirety eliminate any potential future business.

The WeCompany also ~~provide~~ provided subscription-based online directory listing services and ~~we are~~was a reseller of software that ~~allows~~allowed potential customers to to better locate an auto collision center ~~or any business,~~ on the internet. As of ~~December~~August 31, ~~2018~~2022, 25there were no auto care collision centers ~~were~~ using ~~this~~the listing services or software.

During ~~On February~~the 1,fourth quarter of 2018, the Company ~~changed~~signed ~~its~~a ~~name~~Strategic toPartnership ~~Advantego Corporation~~ and ~~amended~~Manufacturing ~~Golden~~Agreement ~~Eagle~~with ~~International,~~manufacturer ~~Inc.’s Articles~~and ofexporter ~~Incorporation~~Shenzhen Ferex ~~accordingly.~~Electrical ~~On February 22~~Co., ~~2018,~~Ltd ~~a 1-for-11~~of ~~reverse~~China ~~stock~~(“Shenzhen”) ~~split,~~to ~~which~~manufacture ~~was~~and ~~approved~~supply byelectrical ~~the Company’s~~components ~~shareholders~~and onsystems. ~~January~~The ~~31, 2018, became effective~~Company onbegan ~~the~~offering ~~OTCQB~~design, ~~Market.~~engineering ~~Unless~~and ~~otherwise~~manufacturing ~~indicated,~~services ~~all~~to ~~per~~its ~~share information~~customers in ~~this~~the ~~report~~beginning ~~has~~of ~~been adjusted to reflect this reverse stock split~~2019.

On May 26, 2019, the Company entered into an agreement with Aska Electronics Co., Ltd of China (“Aska”). 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.

This approach continued throughout 2019 until it became apparent that, Aska and Shenzhen, among others, had limited capital capabilities and fell short of the potential of what management thought could be achieved with them. We learned that a catastrophe such as Covid 19 would devastate many small private and public companies because of their limited surplus capital. Since that time, no further strategic partnership agreements were sought by the Company because of the lack of financial capability in most of the potential associates. At no time was cash or a financeable purchase order offered by any of these associates. As of the date of this filing the Company has not generated any revenue related to the Shenzhen or Aska arrangements, and no consideration has been exchanged. The Company, therefore, has no obligations or contingent liabilities from its relationship with these entities moving forward. Any and all commitments that the Company had agreed to with Aska and Shenzhen have since been terminated or run their course.

As of August 31, 2022 we were not conducting any business.

Other Information

As of ~~December~~of August 31, ~~2018~~2022, the Company had ~~four~~no full time employees and ~~nine~~ 2 part time employees~~/contractors~~. ~~The Company currently outsources most of its software development and marketing requirements to third parties.~~

The Company rents executive office space at ~~3801~~2000 ~~East~~S. ~~Florida~~Colorado ~~Ave~~Blvd., Tower 1 Suite ~~400~~2000, Denver, ~~Colorado~~CO ~~80210~~80222. The Company also rents an executive office ~~space~~ at 1 Park Plaza, Suite 600, Irvine, CA ~~92614~~on ~~and~~a ~~at 1489~~monthly W.basis ~~Warm~~for ~~Springs~~Advantego ~~Rd.~~Technology, ~~Suite 110~~Inc., ~~Henderson,~~its NVwholly ~~89014.~~owned ~~on a monthly basis~~subsidiary. The combined rent on the Company’s offices in Colorado, ~~California~~ and ~~Nevada~~California ranges from $~~1,165~~269.00 - $~~1,400~~369.00 per month, depending on the Company’s usage of these spaces.

Virtual Office software and VOIP phone services enable the Company’s employees, contracted service providers, and partners to ‘work from anywhere’ while still being centrally connected.

The Company files its annual, quarterly, and current reports with the Securities and Exchange Commission (SEC), copies of which are available at www.sec.gov. The public may also read and copy any materials that the Company has filed with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.

Item 1A. Risk Factors.

Not applicable.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

See Item 1.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our ~~Item~~common 5stock is quoted on the Over-the-Counter market under the trading symbol “ADGO. ” The following table shows the high and low prices of our common stock during the last two years. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

2019	Low		High

First Quarter	$	0.246	$	0.62

Second Quarter	$	0.140	$	0.50

Third Quarter	$	0.0062	$	0.198

Fourth Quarter	$	0.0001	$	0.005

Our common stock was previously quoted on the Over-the-Counter market under the trading symbol “MYNG” for the period January 1, 2018 to March 21, 2018 when our trading symbol changed from MYNG to “ADGO.” The following table shows the high and low prices of our common stock during the last two years. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.

2018	Low		High

First Quarter	$	0.66	$	0.970

Second Quarter	$	0.65	$	2.97

Third Quarter	$	0.31	$	1.42

Fourth Quarter	$	0.14	$	1.05

2018	LOW	HIGH
First Quarter	$0.66	$0.97
Second Quarter	$0.65	$2.97
Third Quarter	$0.31	$1.42
Fourth Quarter	$0.14	$1.05

The foregoing prices reflect the 1:11 reverse stock split which became effective on the OTCQB Market on February 22, 2018.

2017	LOW	HIGH
First Quarter	$0.32	$1.15
Second Quarter	$0.44	$0.99
Third Quarter	$0.55	$0.94
Fourth Quarter	$0.68	$0.94

The foregoing prices reflect a 1:11 reverse stock split which became effective on the OTCQB Market on February 22, 2018.

Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.

Our Articles of Incorporation authorize our Board of Directors to issue up to 10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.

As of August 31, ~~March~~ 292022, ~~2019~~ the Company had 16,~~712~~417,~~819~~863,593 outstanding shares of common stock which were owned by approximately ~~463~~450 shareholders of of record.

Item 6.

Selected Financial Data

Not applicable.

Item 7 6. Selected Financial Data

Not ~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~applicable.

Item ~~During the~~7. ~~years~~Management’s ~~ended~~Discussion ~~December 31, 2018~~ and ~~2017~~Analysis ~~we had revenues~~ of ~~$200,061~~ ~~and~~Financial ~~$18,631~~Condition ~~respectively. Our general~~ and ~~administrative expenses~~Results ~~increased to $1,041,067 for the year ended December 31, 2018 compared to $571,549 for the year ended December 31, 2017. This increase was primarily the result~~ of ~~increases in marketing costs, investor relations and insurance~~Operation.

During ~~Interest expense during~~ the ~~year~~years ended December 31, 2019 and 2018, we had revenues of $105,583 and $200,061, respectively. Our general and administrative expenses increased to $~~284~~1,~~307~~097,000 ~~from~~for the year ended December 31, 2019, compared to $601,~~880~~041,067 during the year ended December 31, ~~2017~~2018. ~~The increase~~This increase was primarily the result of ~~additional~~increases ~~interest~~in ~~on convertible~~marketing ~~debt needed for operations~~costs, ~~prepayment~~investor ~~interest penalties~~relations and ~~the amortization of debt discount~~insurance.

Interest ~~During~~ expense during the ~~years~~year ended December 31, ~~2018~~2019 ~~and~~increased ~~2017~~to $1,432,516 wefrom ~~incurred~~$284,307 aduring ~~net~~the ~~loss~~year ended December 31, 2018. The increase was primarily the result of $1additional interest on convertible debt needed for operations,~~253~~ prepayment interest penalties,~~340~~ the amortization of debt discounts and ~~$616,798~~the ~~respectively~~default on certain convertible notes payable which resulted in increased interest expenses.

Our Wesources ~~do not~~and ~~know~~(uses) of ~~any~~cash ~~trends,~~for ~~events~~the oryears ~~uncertainties~~ended ~~that~~December ~~have had~~31, ~~or are~~2019 ~~reasonably~~and ~~expected~~2018 toare ~~have,~~shown ~~a material impact on our revenues or expenses.~~below:

Our sources and (uses) of cash for the period ended December 31, 2018 and 2017 are shown below:

	2019			2018
Cash flows used in operating activities	$	(1,536,882	)	$	(964,546	)
Cash flows from investing activities		-			-
Cash flows provided by financing activities		1,448,750			1,019,148
Net change in cash	$	(88,132	)	$	54,602

	2018	2017
Cash (used in) operations	$(964,546)	$(184,070)
Proceeds from issuance of convertible debt	1,084,273	125,000
Proceeds from sale of common stock and exercise of warrants	82,625	50,000
Principal payments on convertible notes payable	(147,750)	-

On June 5, 2017, Gulf Coast Capital, LLC, a company controlled by Mark Bogani, a former officer and director of the Company, converted a note in the principal amount of $115,000 into 418,182 shares of the Company’s common stock.

On December 4, 2017, we sold 129,870 shares of common stock in exchange for $50,000 in cash at a price of $.385 per share to an independent investor.

On February 1, 2018, the Company issued 190,000 shares of common stock based on the stock's approximate trading price of $.80 per share for total value of $152,000. The shares were issued to an independent consultant for services to be rendered over the six months following issuance.

On March 5, 2018, the Company issued 20,000 shares of common stock to an unaffiliated individual as a finder's fee in connection with the procurement of a variable rate convertible note with an unrelated party as detailed in Note C (d). The stock was valued at $15,000 based on the per-share stock price of $.75 on the issuance date and recorded as a debt discount that was netted with the underlying convertible note and amortized to interest expense over the length of the note, which was converted in full in May 2018.

In May 2018, the Company sold 110,955 shares of common stock to private investors at a price of $.55 per share for a total of$61,025.

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 (See Item 1 of this report) and were subsequently still deemed issued and outstanding. The Series A and B warrants have expired, while the Series C warrants expire on June 30, 2019. The warrants were originally exercisable at prices between $0.55 and $2.20 share at any time between June 30, 2017 and June 30, 2019. Each series of warrants was valued using the Black-Scholes Options Pricing Model resulting in total warrant value of $85,833. The remaining proceeds of $14,167 were allocated to the common stock. Black-Scholes data inputs used to value the warrants are as follows:

Warrants	Stock Price	Exercise Price	Expected Life (Yrs)	Risk-Free Rate	Warrant Value	Number of Warrants	Extended Value
Series A (expired)	$.275	$.55	.75	.54%	$.1168	181,818	$21,249
Series B (expired)	$.275	$.1.10	1.75	.69%	$.1639	181,818	$29,817
Series C	$.275	$2.20	1.75	.85%	$.1912	181,818	$34,767
Total							$85,833

During May and June 2018, various Series B warrant holders elected to exercise their warrants prior to their June 30, 2018 expiration. As such, the Company issued 19,636 shares of common stock at $1.10 per share for $21,600.

The following table represents the warrant activity for the periods presented;

	Number of Warrants
Balance, December 31, 2016	545,454
Granted	-
(Exercised)	-
(Forfeited/expired)	(181,818)
Balance, December 31, 2017	363,636
Granted	-
(Exercised)	(19,636)
(Forfeited/expired)	(162,182)
Balance, December 31, 2018	181,818

On October 1, 2018 we issued 20,000 shares of our restricted common stock at $.60 per share to a former employee for sales and marketing services.

Debt Conversion

2019 ~~As summarized~~Debt ~~below,~~Conversions ~~various~~– noteholders elected to convert their notes payable into shares of our common stock in accordance with terms of their promissory notes. In addition, in 2018 our former officer, Philip Grey, converted his accrued wages of $38,500 into 95,890 post-split shares of common stock. These shares have been reported as stock issued for accrued wages and are not included in the following table.Unaffiliated

		Principal	Interest	Total Converted	Conversion Rate Per Share	Post-Split Shares Issued Upon Conversion
Gulf Coast Capital	January 8, 2018	$24,090	$21,376	$45,466	$.275	165,331
Mark Bogani	January 8, 2018	12,500	188	12,688	.275	46,138
Stephen Calandrella	January 8, 2018	25,000	375	25,375	.275	92,273
Clifford Thygesen	January 8, 2018	100,000	6,313	106,313	.275	386,593
Kevin Curtis	January 8, 2018	25,000	125	25,125	.275	91,364
Phillip Grey*	January 8, 2018	12,500	375	12,875	.275	46,818
Carebourn Capital	May 15, 2018	150,000	-	150,000	.377	397,878
Carebourn Capital	May 22, 2018	50,000	-	50,000	.493	101,419
Carebourn Capital	May 30, 2018	77,775	7,022	84,797	.638	132,723
Avcon Services	May 30, 2018	30,500	5,548	36,048	.275	131,083
Total		$507,365	$41,322	$548,687	-	1,591,620

During the year ended December 31, 2019, unaffiliated holders of our convertible notes payable, elected to convert $234,678 of principal into 281,322,314 shares of our common stock and $18,766 in accrued interest into 101,256,825 shares of common stock.

During *the Onyear ~~January~~ended 8December 31, ~~2018~~2019, ~~Mr.~~unaffiliated ~~Grey~~convertible ~~also~~debt ~~converted~~holders ~~the compensation~~were ~~owed~~issued ~~to him for 2016 and 2017 into 95~~87,~~890~~705,792 ~~post-split~~ shares of ~~our~~ common stock. ~~The shares were issued at a 50% discount to the market price of the shares which resulted~~ in aexchange ~~fair~~for ~~market~~satisfaction ~~value adjustment~~ of $3915,~~553~~100 ~~which~~in ~~was~~outstanding ~~classified as an additional wage expense during the year ended December 31, 2018~~invoices.

92018 Debt Conversions – Related Party

During ~~See Notes~~the Cyear ~~and~~ended ~~G to the~~ December 31, 2018, ~~and~~related ~~2017~~party ~~financial statements~~holders of our convertible notes payable, ~~which~~elected ~~are~~to aconvert ~~part~~$79,590 of ~~this~~principal ~~report~~into 289,417 ~~for~~shares aof ~~discussion~~our common stock and $27,487 in accrued interest into 99,953 shares of ~~our~~ ~~notes~~common ~~payable~~stock.

2018 ~~Other than~~Debt ~~funding~~Conversions ~~our~~– ~~operating expenses and paying our notes payable, we did not, as of December 31, 2018, have any significant capital requirements.~~Unaffiliated

During the year ended December 31, 2018, unaffiliated holders of our convertible notes payable, elected to convert $427,775 of principal into 1,166,469 shares of our common stock and $13,835 in accrued interest into 35,781 shares of common stock at a price of $.275 per share.

See Note D to the December 31, 2019 and 2018 consolidated financial statements, which are a part of this report, for a discussion of our notes payable.

Other than funding our operating expenses and paying our notes payable, we did not, as of December 31, 2019, have any significant capital requirements.

We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.

Other than the foregoing, we do not know of 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.

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

Quantitative and Qualitative Disclosure about Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data.

~~Financial Statements and Supplementary Data.~~8

~~See the financial~~TABLE ~~statements~~OF ~~attached to this report.~~CONTENTS

Item 9.

		Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (FIRM ID 6117)		10

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2019 AND 2018		11

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018		12

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFECIT FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018		13

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018		14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018		15-25

~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~9

On February 21, 2018, the Company dismissed Pritchett, Siler & Hardy, PC as its independent registered accounting firm. On February 21, 2018, the Company engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah, as its new independent registered accounting firm.

Item 9A.

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-K. 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-K, 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 December 31, 2018, our disclosure controls and procedures were not effective. A controls system cannot provide absolute assurance, however, 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.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our Principal Executive and Financial Officers and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Principal Executive and Financial Officers evaluated the effectiveness of our internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2018. Due to the following:

●

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 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.

Item 9B. Other Information.

None.

Item 10. Directors, Executive Officers and Corporate Governance.

Our officers and directors are listed below.

Name	Age	Position
Robert W. Ferguson	67	Chief Executive Officer and a Director
Fred Popke	59	Vice President, Secretary, Treasurer and a Director
Tracy A. Madsen	57	Principal Financial and Accounting Officer
John J. Carvelli	55	Director
James Mason	48	Director

Directors are generally elected at an annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified. Executive officers are elected by directors and serve at the board’s discretion.

The principal occupations of the Company’s officers and directors during the past several years are as follows:

Robert W. Ferguson – Mr. Ferguson serves as the Chairman of the Board of Directors and Chief Executive Officer of Advantego Corporation. Mr. Ferguson also serves as President of Advantego Communications, Inc, the company’s sales and marketing subsidiary. Mr. Ferguson’s responsibilities include the strategic planning, business development and overall financial structure of the publicly traded holding Company. Since, 2001 Mr. Ferguson has been the Chairman of First Enterprise Realty Group, Inc., a licensed brokerage firm in California. Since 2001 Mr. Ferguson has been the managing member of CJBS Holdings LLC, d/b/a Integrated Strategic Solutions, a privately-owned consulting and investment company focused in technology and real estate. Since 2011, Mr. Ferguson has been the Chairman of First Enterprise Realty Group, Inc., a licensed brokerage firm in California.

Fred Popke – Mr. Popke serves as the Chief Operating Officer and a member of the Board of Directors of Advantego Corporation. In addition, he serves as President of Advantego Technologies, Inc., the technology subsidiary of the Company. Mr. Popke is responsible for the day to day operations of the Company including the oversight of all product development, licensing agreements, contract implementation, and customer service operations. Since 2009, Mr. Popke has served as the President of Real Estate Services and Technology, a firm engaged in providing custom software solutions for the real estate and financial industries. From 2006 to 2009 Mr. Popke was the Product Director at Commerce Velocity, a firm engaged in developing and delivering enterprise-level underwriting and decisioning software for the financial industry.

Tracy A. Madsen was appointed as our Principal Financial and Accounting Officer on July 20, 2018. Mr. Madsen was appointed as our Secretary/Treasurer and Chief Financial Officer on February 13, 2003. On November 12, 2003 he was also appointed as our Vice President - US Administration. Mr. Madsen resigned as an officer in October 2015 and as a director in October 2016. Since 1996 he has provided consulting and administrative services through his company, Avcon Services, Inc. to the software, healthcare, human resources, payroll and aviation industries. Mr. Madsen received a B.A. in Finance from Boise State University and an M.B.A. from the University of Nevada Las Vegas.

John Carvelli has been a Director of the Company since October 28, 2016. Mr. Carvelli serves on the Compensation Committee as its Chairman and as a member of the Audit Committee. Mr. Carvelli has been the Executive Vice President of the Liberty Dental Plan group of companies, a national dental benefits administrator, since 2004. Prior to joining Liberty in 2004, John completed a multi-year project directing a hospital and integrated medical community clinic system in Los Angeles, CA.

James Mason was appointed as a Director on December 17, 2018. Mr. Mason serves on the Audit Committee as its Chairman and as a member of the Compensation Committee. Mr. Mason has been a private investor since January 2018. Between 1999 and 2017 Mr. Mason was the Chief Executive Officer of SynerMed , Inc. SynerMed developed customized information technology and business management software for independent physicians. SynerMed offered an internet portal that provided an array of clinical information, practice enhancement and management tools, and online practice and patient management by allowing administrators and physicians to access, store and process information. It also provided an internet portal that offered features to assist in-home supportive service consumers and providers, nurse lines, Medicaid and Medicare programs and ambulatory ICU. In addition to the foregoing, SynerMed offered a platform that allowed health plans to access claims, authorizations and healthcare transactions in real-time. SynerMed ceased operations in early 2018.

We believe that each of our directors is qualified to serve as a director for the following reasons:

Name Reason Robert W. Ferguson Management experience and experience in raising capital Fred Popke Management experience and experience in software development Tracy A. Madsen Management and financial reporting experience John J. Carvelli Management experience James Mason Management experience

John J. Carvelli is an independent director as that term is defined in Section 803 of the NYSE MKT Company Guide.

James Mason is an independent director as that term is defined in Section 803 of the NYSE MKT Company Guide.

We have adopted a code of ethics applicable to our principal executive, financial and accounting officers and persons performing similar functions.

Item 11. Executive Compensation.

The following table summarizes the compensation earned by our principal executive officers during the years ended December 31, 2018 and 2017.

Name and	Fiscal	Salary	Bonus	Stock Awards	Option Awards	Other Annual Compensation	Total
Principal Position	Year	(1)	(2)	(3)	(4)	(5)	($)
Robert Ferguson	2018	$120,000	--	--	--	--	$120,000
Chief Executive Officer	2017	$120,000	--	--	--	--	$120,000
Fred Popke	2018	$120,000	--	--	--	--	$120,000
Vice President,	2017	$120,000	--	--	--	--	$120,000
Secretary and Treasurer
Frank Grey (6)	2018	$38,500	--	$39,553	--	--	$78,053
Principal Financial	2017	$36,000	--	--	--	--	$36,000
and Accounting Officer
Tracy A. Madsen	2018	$17,126	--	--	--	--	$17,126
Principal Financial and	2017	--	--	--	--	--	--
Accounting Officer

(1)The dollar value of base salary (cash and non-cash) earned.

(2) The dollar value of bonus (cash and non-cash) earned.

(3)

The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.

(4)

The value of all stock options computed in accordance with ASC 718 on the date of grant.

(5)

All other compensation received that could not be properly reported in any other column of the table.

(6)

On January 8, 2018 Mr. Grey converted the compensation owed to him for 2016 and 2017 into 95,890 post-split shares of our common stock. The shares were issued at a 50% discount to the market price of the shares which resulted in a fair market value adjustment of $39,553 which was classified as an additional wage expense during the year ended December 31, 2018.

Management Changes.

On May 24, 2017, Barry Adnams resigned as a director.

On May 31, 2018, Frank Grey Resigned as Principal Financial and Accounting Officer and Director.

On July 20, 2018 Tracy A. Madsen was appointed Principal Financial and Accounting Officer.

On December 17, 2018, James Mason was appointed Director.

Long-Term Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

Employee Pension, Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Compensation of Directors. During the year ended December 31, 2018, we did not compensate our directors for acting as such.

Compensation Committee Interlocks and Insider Participation. During the year ended December 31, 2018, none of our officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.

The following shows the amounts we expect to pay to our officers during the year ending December 31, 2019 and the amount of time these persons expect to devote to our business.

	Projected	Percent of time to be devoted
Name	Compensation	to the Company’s business
Robert W. Ferguson	$120,000	100%
Fred Popke	$120,000	100%
Tracy A. Madsen	$40,000	35%

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table lists, as of March 29, 2019, the shareholdings of (i) each person owning beneficially 5% or more of the Company’s common stock; (ii) each executive officer of the Company, and (iii) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his shares of common stock.

Name and Address	Number of Shares	Percent of Class
Robert W. Ferguson	4,576,454	27.70%
1 Park Plaza, Suite 600
Irvine, CA 92614
Fred Popke	4,651,454	28.10%
1 Park Plaza, Suite 600
Irvine, CA 92614
Tracy A. Madsen	64,795	0.40%
17 N. Foxhill Rd.
North Salt Lake, UT 84054
John J. Carvelli	--	--
450 Vista Roma
Newport Beach, CA 92660
James Mason	--	--
1 Park Plaza, Suite 600
Irvine, CA 92614
Mark Bogani	1,091,010(1)	6.50%
3934 Platte Ave.
Sedalia, CO 80135
All Officers and Directors	9,292,703	56.20%
as a group (5 persons)

(1)

A total of 583,510 of these shares are registered in the name of Gulf Coast Capital, LLC, a company controlled by Mr. Bogani.

The following table lists, as of March 29, 2019, the shareholdings of each person owning the Company’s Series B preferred stock. Unless otherwise indicated, each owner has sole voting and investment power over his shares of preferred stock:

Name and Address	Number of Shares (1)	Percent of Class
Steve Olson	30,000	13%
30-4 Woodland Hills Drive
Southgate, Kentucky 41071
Joseph Smith	25,000	10%
725 College Terrace
Niagara Falls, NY 14305
Stuart Rubin	25,000	10%
5876 N.W. 54th Circle
Coral Springs, FL 33067
Robert W. Feguson	80,000 (2)	33%
1 Park Plaza, Suite 600
Irvine, CA 92614
Fred Popke	80,000 (2)	33%
1 Park Plaza, Suite 600
Irvine, CA 92614

(1)

Each Series B preferred share is convertible into one-half of a share of the Company’s common stock and is entitled to one vote on any matter submitted to the Company’s shareholders.

(2)

Robert W. Ferguson and Fred Popke acquired their shares of Series B Preferred Stock from Gulf Coast Capital, a company that is controlled by Mark Bogani, a former officer and director or the Company.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

We had notes payable to various related parties with principal and accrued interest balances totaling $0 and $90,382, respectively, at December 31, 2018 and 2017. The notes were unsecured, were either due on demand, matured or were paid in full during 2018. The notes accrued interest at 5%-6% and were convertible at the option of the holder into the Company’s common stock at $.275 per share. On January 8, 2018, $107,077 of principal and interest due on these notes was converted to 389,370 shares of common stock.

In connection with our acquisition of Advantego, as discussed in Item 1 of this report, the following persons (who, prior to the acquisition, were officers and directors of Advantego and owned 82% of Advantego, collectively) received shares of our common stock in the amounts shown below:

	Number of
Name	Shares Received (1)
Robert W. Ferguson	4,651,454
Fred Popke	4,651,454

(1)

Reflects 1:11 reverse stock split.

As of December 31, 2018, we had accounts payable - related parties totaling $255,250, which is comprised of $224,607 in management wage accruals, $29,618 in software platform license fees owed to a company affiliated with one of our officers. Please see section 11 for a detailed breakdown of expenses paid to officers during the year ended December 31, 2018 and 2017.

Item 14.

Principal Accountant Fees and Services.

Pritchett, Siler & Hardy, PC was our principal accountant between October 16, 2016 and February 21, 2018 and audited our financial statements for the years ended December 31, 2016 and 2015. The following shows the fees we incurred with Pritchett, Siler & Hardy, PC during the years ended December 31, 2018 and 2017.

	2018	2017
Audit Fees	$18,000	$30,800
Audit-Related Fees	$1,250	$--
Tax Fees	$2,250	$--

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements.

Audit-related fees represent amounts billed for consents related to regulatory filings, audit/review of financial statements included in our registration statements filed with the Securities and Exchange Commission, and consulting related to the implementation of accounting standards.

On February 22, 2018, we engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group, as our new independent registered accounting firm.

	2018	2017
Audit Fees	$20,250	$30,800
Audit-Related Fees	$--	$--
Tax Fees	$2,250	$--

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements.

Item 15.

Exhibits and Financial Statement Schedules.

The following exhibits are filed with this Form 10-K or incorporated by references:

Exhibit No.		Description
3.1		Articles of Incorporation. (1)
3.1.2		Certificate of Designation for the Series B Preferred Stock. (2)
3.1.3		Articles of Amendment (3)
31.1		Certification by the Principal Executive Officer
31.2		Certification by the Principal Financial Officer
32.1		Certifications by the Principal Executive and Financial Officers

(1)

Incorporated by reference from our registration statement on Form 10-SB that became effective June 17, 1994.

(2)

Incorporated by reference from our 8-K report dated December 29, 2006.

(3)

Incorporated by reference from our 8-K report dated September 14, 2007.

Pinnacle Accountancy Group of Utah

(a DBA of Heaton & Co., PLLC)

1438 N. Hwy 89, Ste. 120

Farmington, UT 84025

Ph. 801-447-9572

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Advantego Corporation

Opinion ~~Denver,~~on COthe Financial Statements

We have audited the accompanying consolidated balance sheets of Advantego Corporation (the Company) as of December 31, 2019 and 2018, ~~Opinion~~and onthe related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the ~~Consolidated~~years ~~Financial~~then ended, ~~Statements~~and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration ~~We have audited the accompanying consolidated balance sheets~~ of ~~Advantego Corporation (~~the “Company~~”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, stockholders~~’s ~~equity~~Ability ~~(deficit), and cash flows for the years then ended, and the related notes (collectively referred~~ to asContinue ~~the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company~~ as ofa ~~December~~Going ~~31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.~~Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has a negative working capital and limited operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These ~~consolidated~~ financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s ~~consolidated~~ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to ~~error~~ error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the ~~consolidated~~ financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide ~~provides~~ a reasonable basis for our opinion.

Emphasis of Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has a negative working capital, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

~~March~~September 296, ~~2019~~2022

2110

Advantego Corporation
Consolidated Balance Sheets
As of December 31, 2018 and December 31, 2017
	December 31,	December 31,
	2018	2017
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$91,643	$37,041
Accounts receivable	25,400	-
Inventory	6,499	1,000
Prepaid expenses	7,607	-
Total current assets	131,150	38,041
NON-CURRENT ASSETS
Deferred offering costs	64,236	-
Total Assets	$195,386	$38,041
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related parties	$255,250	$418,079
Accounts payable	16,142	27,300
Deferred revenue	-	4,215
Accrued interest, convertible notes payable	28,964	7,237
Acrued interest, convertible notes payable, related parties	-	24,706
Convertible notes payable (net of unamortized debt discounts of $124,563 and $47,483 and unamortized debt premium of $504,386 and $0 respectively)	1,355,823	102,517
Convertible notes payable - related parties (net of unamortized debt discounts of $0 and $19,936 respectively)	-	65,676
Total current liabilities	1,656,179	649,730
Total Liabilities	$1,656,179	$649,730
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.01 per share; 10,000,000 shares authorized, 240,000 issued and outstanding	2,400	2,400
Common stock, par value $.0001 per share; shares 2,000,000,000 authorized; 16,712,819 and 14,664,718 issued and outstanding respectively	1,671	1,466
Additional paid-in capital	567,738	163,707
Accumulated (deficit)	(2,032,602)	(779,262)
Total stockholders' equity (deficit)	(1,460,793)	(611,689)
Total Liabilities and Stockholder's Equity (Deficit)	$195,386	$38,041
The accompanying footnotes are an integral part of these financial statements.

Advantego Corporation

22Consolidated Balance Sheets

Advantego Corporation
Consolidated Statements of Operations
For the Years Ended December 31, 2018 and 2017
	2018	2017
REVENUES
Sales	200,061	18,631
Cost of Sales	$(128,027)	(3,000)
Gross Profit	72,034	15,631
OPERATING EXPENSES
General and administrative	1,041,067	571,549
Total operating expenses	1,041,067	571,549
OPERATING (LOSS)	(969,033)	(555,918)
OTHER INCOME (EXPENSE)
Interest expense	(284,307)	(60,880)
Total other (expense)	(284,307)	(60,880)
Loss before income taxes	(1,253,340)	(616,798)
Income taxes	-	-
NET LOSS ON CONTINUING OPERATIONS	(1,253,340)	(616,798)
NET LOSS	(1,253,340)	(616,798)
Basic and diluted (loss) per share on continuing operations	$(0.08)	(0.04)
Weighted average shares outstanding - basic and diluted	16,334,129	14,544,099

As of December 31, 2019 and 2018

The accompanying footnotes are an integral part of these financial statements.


	December 31,			December 31,
	2019			2018

ASSETS
CURRENT ASSETS
Cash and equivalents	$	3,511		$	91,643
Accounts receivable		2,800			25,400
Inventory		-			6,499
Prepaid expenses		3,227			7,608
Total current assets		9,538			131,150

NON-CURRENT ASSETS
Deferred offering costs		-			64,236

Total Assets	$	9,538		$	195,386

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable - related parties	$	217,500		$	255,250
Accounts payable		11,588			16,142
Accrued interest, convertible notes payable		181,466			28,964
Convertible notes payable (net of unamortized debt discounts of $77,161 and $124,563 and unamortized debt premium of $774,543 and $504,386 respectively)		3,403,945			1,355,823
Total current liabilities		3,814,499			1,656,179

Total Liabilities	$	3,814,499		$	1,656,179

STOCKHOLDERS’ DEFICIT
Preferred stock, par value $.01 per share; 10,000,000 shares authorized
Series A convertible preferred stock; 150,000 shares designated; 80,000 and 0 shares issued and outstanding, respectively		800			-
Preferred stock, par value $.01 per share; 10,000,000 shares authorized Series A convertible preferred stock; 150,000 shares designated; 80,000 and 0 shares issued and outstanding, respectively		800			-
Series B convertible preferred stock; 4,500,000 shares designated; 240,000 shares issued and outstanding		2,400			2,400
Preferred stock value
Common stock, par value $.0001 per share; 300,000,000,000 shares authorized; 487,359,288 and 16,712,819 issued and outstanding, respectively		48,731			1,671
Additional paid-in capital		655,701			567,738
Accumulated deficit		(4,512,593	)		(2,032,602	)
Total stockholders’ deficit		(3,804,961	)		(1,460,793	)
Total Liabilities and Stockholders’ Deficit	$	9,538		$	195,386

23The accompanying footnotes are an integral part of these consolidated financial statements.

~~Advantego Corporation Consolidated Statement of Changes in Stockholders' Equity (Deficit) For the Years Ended December 31, 2018 and 2017~~11

					Additional
	Preferred Stock		Common Stock		Paid-in	Accumulated
	Shares	Amount	Shares	Amount	Capital	(Deficit)	Total
Balance at December 31, 2016	240,000	$2,400	14,534,848	$1,453	$8,720	$(162,464)	$(149,891)
Common stock issued for cash	-	-	129,870	13	49,987	-	50,000
Beneficial conversion feature on
convertible note payable	-	-	-	-	105,000	-	105,000
Net loss	-	-	-	-	-	(616,798)	(616,798)
Balance at December 31, 2017	240,000	$2,400	14,664,718	$1,466	$163,707	$(779,262)	$(611,689)
Common stock issued for cash and exercise of warrants			130,591	13	82,612	-	82,625
Common stock issued for debt			1,166,469	116	427,659		427,775
Common stock issued for debt - related party			289,417	29	79,561		79,590
Common stock issued for interest			35,781	4	13,831		13,835
Common stock issued for interest - related party			99,953	10	27,477		27,487
Common stock issued for services			230,000	23	218,529		218,552
Common stock issued for accrued officer wages			95,890	10	38,490		38,500
Debt premium on convertible notes					(1,309,536)		(1,309,536)
Amortization of debt premium					805,150		805,150
Deferred offering costs					14,236		14,236
Write off of related party debt					6,022		6,022
Net loss	-	-	-	-	-	(1,253,340)	(1,253,340)
Balance at December 31, 2018	240,000	$2,400	16,712,819	$1,671	$567,738	$(2,032,602)	$(1,460,793)
The accompanying footnotes are an integral part of these financial statements.

Advantego Corporation

24Consolidated Statements of Operations

~~Advantego Corporation Consolidated Statement of Cash Flows~~ For the Years Ended December 31, ~~2018~~2019 and ~~2017~~2018

	2018	2017
		2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
REVENUES
Net (loss)	$(1,253,340)	$(616,798)
Sales		$	105,583		$	200,061
Amortization of debt discount	210,108	50,884
Cost of sales			(56,058	)		(128,027	)
Common stock issued for services	218,552	-
Gross profit			49,525			72,034
Changes in operating assets and liabilities
OPERATING EXPENSES
(Increase) in accounts receivable	(25,400)
General and administrative			1,097,000			1,041,067
(Increase) in prepaid expenses	(7,608)	-
Total operating expenses			1,097,000			1,041,067
(Increase) in inventory	(5,499)	(1,000)
OPERATING LOSS			(1,047,475	)		(969,033	)
Increase (decrease) in accounts payable	(11,158)	22,800
OTHER INCOME (EXPENSE)
Increase (decrease) in deferred revenue	(4,215)	4,215
Interest expense			(1,432,516	)		(284,307	)
Increase (decrease) in accounts payable -related parties	(124,329)	345,833
Total other income (expense)			(1,432,516	)		(284,307	)
Increase in accrued interest, convertible notes payable -related parties	2,781	3,581
Loss before income taxes			(2,479,991	)		(1,253,340	)
Increase in accrued interest, convertible notes payable	35,562	6,415
Income taxes			-			-
Net cash flows (used by) operating activities	(964,546)	(184,070)
NET LOSS			(2,479,991	)		(1,253,340	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loss per share - basic and diluted		$	(0.04	)	$	(0.08	)
	-	-
Weighted average shares outstanding - basic and diluted			60,551,368			16,334,129
Net cash flows provided by investing activities	-	-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and exercise of warrants	82,625	50,000
Proceeds from convertible notes payable	1,084,273	100,000
Proceeds from convertible notes payable - related party	-	25,000
Principal payments on convertible notes payable	(147,750)
Net cash flows (used in) provided by financing activities	1,019,148	175,000
NET CHANGE IN CASH	54,602	(9,070)
CASH - BEGINNING OF PERIOD	37,041	46,111
CASH - END OF PERIOD	$91,643	$37,041
SUPPLEMENTAL CASH FLOW INFORMATION
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible notes payable into common stock	$427,775	$-
Conversion of convertible notes payable - related parties into common stock	$79,590	$-
Conversion of accrued interest, convertible notes payable into common stock	$13,835	$-
Conversion of accrued interst, 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 services	$218,552
Issuance of convertible note payable to secure line of credit	$50,000	$-
Capitalization of stock offering costs (including $14,236 beneficial conversion feature)	$64,236	$-
Forgiveness of related party debt	$6,022	$-
Recording of premium on convertible debt at stock redemption value	$1,309,536	$-
Amortization to additional paid in capital of premium on convertible notes payable	$805,150	$-
Debt discounts on issuance of convertible notes payable	$267,252
Cash paid for
Interest	$36,571	$-
Income taxes	-	-

The accompanying footnotes are an integral part of these consolidated financial statements.

2512

Advantego ~~ADVANTEGO CORPORATION~~Corporation

Consolidated Statement of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2019 and 2018


	Series A				Series B								Additional						Total
	Convertible Preferred Stock				Convertible Preferred Stock				Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

Balance at December 31, 2017		-		-		240,000	$	2,400		14,664,718	$	1,466	$	163,707		$	(779,262	)	$	(611,689	)

Common stock issued for cash and exercise of warrants		-		-		-		-		130,591		13		82,612			-			82,625
Common stock issued for debt										1,166,469		116		427,659			-			427,775
Common Stock issued for debt - related party		-		-		-		-		289,417		29		79,561			-			79,590
Common stock issued for accrued interest		-		-		-		-		35,781		4		13,831			-			13,835
Common stock issued for accrued interest - related party		-		-		-		-		99,953		10		27,477			-			27,487
Common stock issued for services		-		-		-		-		230,000		23		218,529			-			218,552
Common stock issued for accrued officer wages		-		-		-		-		95,890		10		38,490			-			38,500
Debt premium on convertible notes		-		-		-		-		-		-		(1,309,536	)		-			(1,309,536	)
Amortization of debt premium		-		-		-		-		-		-		805,150			-			805,150
Deferred offering costs		-		-		-		-		-		-		14,236			-			14,236
Forgiveness of related party debt		-		-		-		-		-		-		6,022			-			6,022
Net loss		-		-		-		-		-		-		-			(1,253,340	)		(1,253,340	)

Balance at December 31, 2018		-		-		240,000	$	2,400		16,712,819	$	1,671	$	567,738		$	(2,032,602	)	$	(1,460,793	)

Common stock issued for conversion of notes payable		-		-		-		-		281,322,314		28,127		206,551			-			234,678
Common stock issued for accrued interest		-		-		-		-		101,256,825		10,126		8,640			-			18,766
Common stock issued for conversion fees		-		-		-		-		87,705,792		8,771		6,329			-			15,100
Common stock issued for commitment fees		-		-		-		-		361,538		36		137,348			-			137,384
Debt premium on convertible notes		-		-		-		-		-		-		(3,366,586	)		-			(3,366,586	)
Amortization of debt premium		-		-		-		-		-		-		3,096,431			-			3,096,431
Series A Convertible Preferred Stock issued for services		80,000		800		-		-		-		-		(750	)		-			50
Net loss		-		-		-		-		-		-		-			(2,479,991	)		(2,479,991	)

Balance at December 31, 2019		80,000	$	800		240,000	$	2,400		487,359,288	$	48,731	$	655,701		$	(4,512,593	)	$	(3,804,961	)

The accompanying footnotes are an integral part of these consolidated financial statements.

Advantego Corporation

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2019 and 2018


	2019			2,018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,479,991	)	$	(1,253,340	)
Adjustments to reconcile net loss to net cash used by operating activities
Amortization of debt discount		326,754			210,108
Stock-based compensation		50			218,552
Write-off of deferred offering costs		64,236			-
Common stock issued for conversion fees		15,100			-
Common stock issued for commitment fees		137,384			-
Default and prepayment penalties on convertible notes payable		237,141			-
Changes in operating assets and liabilities
(Increase) decrease in accounts receivable		22,600			(25,400	)
(Increase) decrease in prepaid expenses		4,381			(7,608	)
(Increase) decrease in inventory		6,499			(5,499	)
(Decrease) in accounts payable - related parties		(37,750	)		(124,329	)
(Decrease) in accounts payable		(4,554	)		(11,158	)
(Decrease) in deferred revenue		-			(4,215	)
Increase in accrued interest, convertible notes payable - related parties		-			2,781
Increase in accrued interest, convertible notes payable		171,268			35,562

Net cash flows used by operating activities		(1,536,882	)		(964,546	)

CASH FLOWS FROM INVESTING ACTIVITIES
		-			-
Net cash flows provided by investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and exercise of warrants		-			82,625
Proceeds from convertible notes payable		2,342,750			1,084,273
Principal payments on convertible notes payable		(894,000	)		(147,750	)

Net cash flows provided by financing activities		1,448,750			1,019,148

NET CHANGE IN CASH		(88,132	)		54,602
CASH - BEGINNING OF PERIOD		91,643			37,041
CASH - END OF PERIOD	$	3,511		$	91,643

Cash paid for
Interest	$	657,239		$	36,571
Taxes	$	-		$	-

SUPPLEMENTAL CASH FLOW INFORMATION
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible notes payable into common stock	$	234,678		$	427,775
Conversion of convertible notes payable - related parties into common stock	$	-		$	79,590
Conversion of accrued interest, convertible notes payable into common stock	$	18,766		$	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 convertible note payable to secure line of credit	$	-		$	50,000
Capitalization of stock offering costs (including $14,236 beneficial conversion feature)	$	-		$	64,236
Recording of premium on convertible debt at stock redemption value	$	3,366,586		$	1,309,536
Amortization to additional paid in capital of premium on convertible notes payable	$	3,096,431		$	805,150
Debt discounts on issuance of convertible notes payable	$	279,350		$	267,252
Forgiveness of related party debt	$	-		$	6,022

The accompanying footnotes are an integral part of these consolidated statements.

Advantego Corporation

Notes to Consolidated Financial Statements

For ~~the~~ the Years Ended December 31, ~~2018~~2019 and ~~2017~~2018

Note A – Organization and Business

Organization and Nature of Business

Advantego ~~Golden Eagle~~Corporation ~~International~~(“Advantego,” ~~Inc.~~“we,” (or the “~~GEII~~Company”) was originally incorporated in Colorado on July 21, 1988, as Beneficial Capital Financial Services Corp. On February 2, 1995, the Company changed its name to Golden Eagle International, Inc. (“GEII”). From late 2008 through June 2009, GEII engaged in contract gold milling operations in the state of Nevada in the United States. GEII ~~has~~had 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, GEII had been involved in the business of minerals exploration and (prior to 2005) mining and milling operations in Bolivia through that subsidiary. More recently, GEII ~~has~~had been a non-operating corporation seeking to sell its remaining milling plant and equipment and/or merge with an operating company. Advantego ~~Corporation~~Technologies, Inc. (“ATI”) is a Colorado corporation formed on July 29, 2016. On October 27, 2016, GEII completed a reverse merger with ~~Advantego Technologies~~ATI, ~~Inc.,~~ which resulted in a change of control and the perpetuation of ~~Advantego Technologies, Inc.~~ATI’s management and business operations.

Effective February 1, 2018 and pursuant to Board authorization and majority shareholder approval, the Company changed ~~the~~its 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. ~~Unless~~” otherwise noted, impacted amounts and share information included in the financial statements and notes thereto have been retroactively adjusted to reflect the stock split as if it had occurred on the first day of the earliest period presented.

The Company empowers business innovation as a technical 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 Services (BPaaS) that is both scalable and cost effective.

We ~~The~~also ~~Company~~provide ~~offers~~subscription-based aonline ~~variety~~directory oflisting ~~stand-alone~~services ~~products~~and ~~tailored specifically~~are toa ~~targeted~~reseller ~~industries~~of assoftware ~~well~~that asallows ~~combining~~potential ~~these~~customers ~~with~~to better ~~multiple~~locate ~~software~~an ~~applications~~auto ~~for~~collision ~~large enterprises~~center, ~~affiliate networks~~or ~~and~~any ~~franchise operators delivering comprehensive~~business, ~~all-inclusive,~~ ~~managed~~on ~~bundled~~the ~~solutions~~internet.

Additional services include Product Design, Engineering and Manufacturing services; Custom Enterprise Software development, and Licensing of Intellectual Property from its vast library of strategic partners. This 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 during the year ended December 31, 2018. The digital signage allows the auto care collision centers to display, on a large television screen or counter displays, information concerning the center, their certifications and other informational and promotional content associated with the automotive industry. As of December 31, 2018, we had delivered approximately 930 controllers to individual auto care collision centers in the Assured Performance Network nationwide.

We also provide subscription-based online directory listing services and we are a reseller of software that allows potential customers to better locate an auto collision center or any business, on the internet. As of December 31, 2018, 25 auto care collision centers were using this software.

Basis of Presentation

The accompanying consolidated financial statements represent the ~~consolidated~~ operations of Advantego Corporation and ~~Advantego~~its ~~Technologies, Inc.,~~wholly ~~collectively~~owned ~~"the Company~~subsidiary," ~~"we~~Advantego Technologies," ~~"us~~Inc.," ~~as the consolidated entity,~~ with all intercompany transactions eliminated.

Going Concern

The consolidated financial statements for the years ended December 31, ~~2018~~ 2019 and ~~2017~~2018 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~~ 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 negative working capital, has accumulated losses of $(24,~~032~~512,~~602~~593), since its ~~inception~~ inception through December 31, ~~2018~~2019, and may 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. We can offer no assurances that we will be able to obtain adequate financing to implement our business plan and remain a going concern.

Note B – Summary of Significant Accounting Policies

Fair Value of Financial Instruments

The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, "“Fair Value Measurements.~~" This~~” 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 receivable, 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.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 606," “Revenue from Contracts with ~~Customers"~~ 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 recognizes revenue when it satisfies its obligation by transferring control of the good or service to the customer. A performance obligation is satisfied over time if one of the following criteria are met:

~~In May 2017, the Company launched the online directory and digital signage components of its ongoing licensing services it provides to third parties.~~ Revenue from online directory services ~~are~~ is recognized over the life of the agreement ranging from one to twelve months. Revenue from digital signage sales is recognized at the time of sale. The Company recognized $~~17,967~~217 and $1817,~~631~~967 in online directory services, and $~~182~~105,~~094~~366 and $0 182,094 in digital signage sales during the years ended December 31, ~~2018~~2019 and ~~2017~~2018, respectively. As of December 31, ~~2018~~2019 and ~~2017~~2018, $0there ~~and $4,215,~~were ~~respectively,~~no ofunfulfilled online directory listing ~~sales~~arrangements, ~~were~~resulting ~~deferred~~in ~~to future periods. Management determined~~ no ~~allowance~~deferred ~~for doubtful accounts was necessary at December 31, 2018 or 2017~~revenue.

28Accounts Receivable

Management reviews outstanding receivables on a quarterly basis. An allowance for doubtful accounts is provided for all receivables deemed uncollectible. As of December 31, 2019 and 2018, no allowance for doubtful accounts was deemed necessary.

Stock Based Compensation

We measure stock-based compensation cost ~~relative~~in toaccordance ~~the~~with ~~estimated~~ASC 718, “Compensation – Stock Compensation,” based on the fair value of the awards on the grant date using a Black-Scholes options pricing model. We recognize the ~~cost~~expense as the awards vest or as services are rendered.

Income (Loss) Per Share

The computation of basic earnings (loss) per common share in accordance with ASC 260, “Earnings per 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 asusing the “if-converted method” as detailed in the following chart. In ~~2018~~2019 and ~~2017~~2018, the inclusion of these shares on the consolidated ~~statement~~statements 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 years ended December 31, ~~2018~~2019 and ~~2017~~ 2018:

	2018	2017
Basic weighted average shares outstanding	16,334,129	14,544,099
Convertible debt	1,282,830	626,634
Series B preferred stock	10,909	10,909
Warrants	181,818	363,636
Total	17,809,686	15,545,278


	2019		2018
Basic weighted average shares outstanding		60,551,368		16,334,129
Convertible debt		72,585,772,197		1,282,830
Series A Preferred Stock		80,000		-
Series B preferred stock		10,909		10,909
Warrants		-		181,818
Total		72,646,414,474		17,809,686

Income Taxes

Income taxes are accounted for under the liability method in accordance with ASC 740, “Income Taxes.” 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.17

29Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards 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 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~~Prepaid ~~and Notes Payable~~Expenses

We recorded the following prepaid expenses at December 31:

Schedule of Prepaid Expenses


	2019		2018
Prepaid Software License	$	-	$	1,584
Prepaid Expenses		-		1,190
Prepaid Insurance		2,238		3,845
Deposits		989		989
Total	$	3,227	$	7,608

Note D – Loans and Notes Payable

Convertible Notes Payable - Related Parties

We had uncollateralized related party convertible debt obligations outstanding atduring the year ended December 31, 2018, ~~and~~which ~~2017~~were converted in full as detailed below. There were no related party convertible debt obligations outstanding as of the years ended December 31, 2019 ~~follows:~~ and 2018.

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

(a) Gulf Coast Capital, LLC is a company owned by Mark Bogani, our former CEO. The note was dated September 30, 2016 and represented the consolidation of various smaller notes payable previously outstanding totaling $145,112 plus $15,471 in accrued interest. Interest continued to accrue at the rate of 5%, with principal and interest being due on demand and convertible into our common stock at the option of the lender at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature totaling $29,022 that was being amortized and netted against the principal balance as a debt discount. On December 30, 2016, Gulf Coast Capital converted $115,000 of the note into 418,182 shares of the Company's common stock. On January 8, 2018, Gulf Coast Capital converted $24,090 principal plus $21,376 in accrued interest into 165,331 shares of our common stock (Note D), at which point the remaining unamortized debt discount of $4,516 was amortized to interest expense. On June 30, 2018, the remaining $6,022 principal balance was forgiven and written-off to additional paid-in capital. (b) Avcon Services, Inc. is a company owned by Tracy Madsen, our CFO. The note represented amounts totaling $30,500 for CFO services during the period of June 2014 through September 2015, was dated December 31, 2015, carried an interest rate of 5%, and was due on demand. The note and accrued interest, or any portion thereof, were convertible at the option of Avcon, into the Company's common stock at a fixed rate of $.275 per share through December 31, 2020. On May 10, 2018, this note was sold to Khalid Mirza. On May 30, 2018, Mr. Mirza converted the note principal plus accrued interest of $5,548 into 131,083 shares of our common stock. (c) On June 29, 2017, the Company entered into an uncollateralized note payable with its then-CFO, Philip Grey, in the amount of $12,500. The note carried an interest rate of 6% and matured on June 29, 2018. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the note balance as a debt discount. On January 8, 2018, Mr. Grey converted the $12,500 principal plus accrued interest of $375 into 46,818 shares of common stock (Note D), and the remaining debt discount of $6,216 was amortized to interest expense. (d) On September 25, 2017, the Company entered into an uncollateralized note payable with its former CEO, Mark Bogani, in the amount of $12,500. The note carried an interest rate of 6% and matured on September 25, 2018. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the principal balance as a debt discount. On January 8, 2018, Mr. Bogani converted the $12,500 principal plus accrued interest of $188 into 46,138 shares of common stock (Note D), and the remaining debt discount of $9,204 was amortized to interest expense.18

(c)	On June 29, 2017, the Company entered into an uncollateralized note payable with its then-CFO, Philip Grey, in the amount of $12,500. The note carried an interest rate of 6% and matured on June 29, 2018. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company’s common stock at a fixed rate of $.275 per share. Upon the note’s inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the note balance as a debt discount. On January 8, 2018, Mr. Grey converted the $12,500 principal plus accrued interest of $375 into 46,818 shares of common stock (Note E), and the remaining debt discount of $6,216 was amortized to interest expense.

(d)	On September 25, 2017, the Company entered into an uncollateralized note payable with its former CEO, Mark Bogani, in the amount of $12,500. The note carried an interest rate of 6% and matured on September 25, 2018. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company’s common stock at a fixed rate of $.275 per share. Upon the note’s inception, there was a beneficial conversion feature totaling $12,500 that was being amortized and netted against the principal balance as a debt discount. On January 8, 2018, Mr. Bogani converted the $12,500 principal plus accrued interest of $188 into 46,138 shares of common stock (Note E), and the remaining debt discount of $9,204 was amortized to interest expense.

Deferred Offering Costs

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.

As of December 31, 2019, we determined that based on the current price of our stock and the limited prospects for a stock price that would allow us to draw upon the line of credit, we canceled the line of credit and wrote off deferred offering costs in the amount of $64,236.

Convertible Notes Payable

We had uncollateralized convertible debt obligations with unaffiliated investors outstanding at December 31, ~~2018~~2019 ~~and2017~~and 2018 as follows:

	December 31, 2018					December 31, 2017
Note	Principal	Less Debt Discount	Plus Premium	Net Note Balance	Accrued Interest	Principal	Less Debt Discount	Net Note Balance	Accrued Interest
(a)	$-	$-	$-	$-	$-	$100,000	$(6,158)	$93,842	$6,748
(b)	-	-	-	-	-	25,000	(18,408)	6,592	362
(c)	-	-	-	-	-	25,000	(22,917)	2,083	127
(d)	-	-	-	-	-	-	-	-	-
(e)	-	-	-	-	-
(f)	75,000	(33,599)	56,250	97,651	1,134
(g)	-	-	-	-	-
(h)	50,000	-	-	50,000	2,713
(i)	125,000	(11,250)	68,072	181,822	4,500
(j)	63,000	(4,980)	34,308	92,328	2,016
(k)	65,000	(5,214)	35,561	95,347	2,582
(l)	125,000	(12,003)	58,829	171,826	5,417
(m)	150,000	(13,978)	70,023	206,045	6,700
(n)	50,000	(5,597)	35,401	79,804	1,111
(o)	273,000	(37,942)	145,942	381,000	2,791
Totals	$976,000	$(124,563)	$504,386	$1,355,823	$28,964	$150,000	$(47,483)	$102,517	$7,237

Schedule of Convertible Notes Payable

	December 31, 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)	$	66,691	$	-		$	-	$	66,691	$	5,177	$	75,000	$	(33,599	)	$	56,250	$	97,651	$	1,134
(b)		-		-			-		-		-		50,000		-			-		50,000		2,713
(c)		49,925		-			-		49,925		8,584		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		-			-		273,000		11,070		273,000		(37,942	)		145,942		381,000		2,791
(j)		-		-			-		-		-		-		-			-		-		-
(k)		67,101		(1,076	)		10,293		76,318		6,156		-		-			-		-		-
(l)		-		-			-		-		-		-		-			-		-		-
(m)		-		-			-		-		-		-		-			-		-		-
(n)		8,800		(10,066	)		53,399		52,133		-		-		-			-		-		-
(o)		100,000		(62	)		17,542		117,480		8,750		-		-			-		-		-
(p)		26,540		(982	)		10,833		36,391		1,254		-		-			-		-		-
(q)		200		(369	)		15,757		15,588		4,936		-		-			-		-		-
(r)		610,000		(10,792	)		267,243		866,451		433,615		-		-			-		-		-
(s)		85,380		(3,514	)		18,741		100,607		5,940		-		-			-		-		-
(t)		63,000		(1,157	)		19,247		81,090		5,061		-		-			-		-		-
(u)		282,000		-			-		282,000		14,284		-		-			-		-		-
(v)		40,000		(2,938	)		9,685		46,747		2,567		-		-			-		-		-
(w)		65,185		(6,004	)		23,218		82,399		3,632		-		-			-		-		-
(x)		165,800		(6,800	)		45,333		204,333		9,934		-		-			-		-		-
(y)		200,000		(7,535	)		99,537		292,002		10,278		-		-			-		-		-
(z)		63,000		(3,539	)		22,867		82,328		2,296		-		-			-		-		-
(aa)		282,641		(7,049	)		34,113		309,705		16,724		-		-			-		-		-
(bb)		69,300		(7,858	)		26,308		87,750		2,685		-		-			-		-		-
(cc)		100,000		(5,300	)		39,259		133,959		4,111		-		-			-		-		-
(dd)		88,000		(2,118	)		61,166		147,048		4,165		-		-			-		-		-
Totals	$	2,706,563	$	(77,159	)	$	774,541	$	3,403,945	$	181,466	$	976,000	$	(124,563	)	$	504,386	$	1,355,823	$	28,964

~~(a)~~19

~~On September 22,~~From ~~2016~~January ~~($50~~17,~~000),~~ ~~January~~2019 ~~12,~~through ~~2017~~August ~~($25~~7,~~000)~~ 2019, ~~and~~the ~~March~~Company ~~27,~~issued ~~2017~~ twenty-one (~~$25,000~~21), ~~the~~Convertible ~~Company~~Promissory ~~entered~~Notes ~~into~~to ~~notes~~third ~~payable~~parties ~~with~~ranging in face values from a ~~single investor~~low ~~totaling~~of $~~100~~40,000. ~~The~~to ~~notes~~a ~~carried~~high anof ~~interest~~$610,000 ~~rate~~all with maturity dates ranging of 6% ~~and~~nine ~~each~~(9) ~~matured~~months to one (1) year. ~~following~~Annual ~~its~~interest rates ~~issuance~~ranged ~~date~~from a low of 0% to a high of 12%. ~~The~~All notes ~~and~~ ~~accrued~~are ~~interest~~convertible ~~were~~at ~~convertible~~any time after 6 months of the funding of the note into a variable number of the Company'’s common stock, atbased on a ~~fixed~~conversion rate from 58% to 62% of ~~$.275~~the ~~per~~lowest ~~share~~trading price from a range of 15 to 25 of the previous days to conversion. ~~Upon~~ When the ~~notes'~~Company received proceeds, proceeds ranged from $31,800 to $557,500, after ~~inceptions~~disbursements for the lender’s transaction costs, ~~there~~fees ~~was~~and anexpenses which in aggregate ~~beneficial~~resulted ~~conversion~~in ~~feature~~a total discount ranging from ~~totaling~~$500 to $4052,~~000,~~500 ~~which~~that ~~was~~are ~~being~~ amortized ~~and~~to ~~netted~~interest ~~against~~expense over the life of each note. Additionally, the notes’ variable conversion ~~aggregate~~rate ~~principal~~component ~~balance~~requires asthat athe ~~debt~~note ~~discount~~be valued at its stock redemption value (i. One., ~~January~~“if 8converted” value) pursuant to ASC 480, ~~2018~~“Distinguishing Liabilities from Equity,” with the ~~noteholder converted~~excess over the ~~$100,000~~note’s undiscounted face value being deemed a premium to be added to the principal ~~plus~~balance ~~accrued~~and ~~interest~~amortized to additional paid-in capital over the life of $6the note. As such,~~313~~ ~~into~~the ~~386,593~~Company ~~shares~~recorded ofpremiums ~~common~~on ~~stock~~the note(~~Note D~~s) ranging from $42,200 ~~and~~to $1,300,101 as a reduction to additional paid-in capital based on a discounted “if-converted” rates from $.04 to $.33 per share based on the ~~remaining~~trading prices ranging from 15 to 25 days preceding ~~unamortized~~the ~~debt~~note’s ~~discount~~issuance), ofwith redemption values between $667,~~158~~029 ~~was~~and ~~amortized~~$191,101 due to ~~interest~~the range from $.06 to $.45 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.

~~(b)~~Debt discount amortization for the years ended December 31, 2019 and 2018, totaled $326,754 and $210,108 respectively. Amortization of debt premiums for the years ended December 31, 2019 and 2018, totaled $3,096,431 and $805,150, respectively, while interest expense for the years ended December 31, 2019 and 2018 totaled was $1,105,762 and $74,199 respectively. Based on the share conversion formula and the share price of $.0001 on December 31, 2019, the outstanding convertible debt principal of 2,706,563 is convertible into 68,023,290,276 shares of fully diluted common stock. Accrued interest of $181,465 on December 31, 2019, is convertible into 4,562,481,921 fully diluted shares if converted based on a discounted share price of $.0001 in accordance with the conversion agreements

~~On September 25,~~The ~~2017,~~convertible ~~the~~notes ~~Company~~have ~~entered~~various ~~into~~default aprovisions ~~note~~which ~~payable~~result in ~~the~~default ~~amount~~during ~~of $25,000.~~2020 ~~The~~(see ~~note~~Note ~~carried~~H an– ~~interest~~Subsequent ~~rate~~Events). ofThese ~~6% and matured on~~default ~~September~~terms ~~25,~~include ~~2018.~~a ~~The~~default ~~note and accrued~~ interest ~~were~~rate ~~convertible at the option~~ of ~~the~~24% ~~lender~~if ~~into~~ the ~~Company's~~notes ~~common~~are ~~stock~~not atrepaid ~~a fixed~~or ~~rate~~converted ofby ~~$.275~~the ~~per~~maturity ~~share~~date. ~~Upon~~The ~~the~~noteholder ~~note's~~(aa) ~~inception, there was~~declared aan ~~beneficial~~event ~~conversion feature~~ of ~~$25,000,~~default ~~which~~during ~~was being amortized and netted against~~ the ~~principal~~quarter ~~balance~~ending asDecember ~~a debt discount. On January 8~~31, ~~2018~~2019, which increased the ~~noteholder~~note ~~converted~~payable ~~the~~from $2575,000 ~~principal~~ ~~plus~~to ~~accrued interest of~~ $~~375 into 92~~207,~~273~~641 ~~shares~~and ~~(Note~~accrued ~~D),~~interest ~~and~~from ~~the remaining unamortized debt discount of~~ $183,~~408~~925 ~~was amortized~~ to ~~interest expense~~$18,399.

~~(c)~~20

~~On November 30,~~For ~~2017, the Company entered into~~ a ~~note~~description ~~payable in the amount~~ of ~~$25,000~~ ~~with~~conversions ~~an unaffiliated lender. The note carried an interest rate~~ of ~~6% and matured on November 30, 2018. The note and accrued interest were~~ convertible atnotes ~~the~~payable ~~option~~during of the ~~lender~~reporting ~~into the Company's common stock at a fixed rate of $.275 per share. Upon the note's inception~~periods, ~~there~~please ~~was~~see a beneficial conversion feature of $25,000, which was being amortized and netted against the principal balance as a debt discount. On January 8, 2018, the noteholder converted the $25,000 principal plus accrued interest of $125 into 91,364 shares (Note ~~D), and the remaining debt discount of $22,917 was amortized to interest expense~~E.

Note ~~(d)~~E – Stockholders’ Equity

On March 2, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $301,875. The note carried an interest rate of 12% and matured on March 2, 2019. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a rate of 58% of the lowest market trading price per share during the 25 days preceding conversion. At the note's inception, there was an original issue discount of $39,375, a transaction fee of $12,500, and a finder's fee of common stock valued at $15,000 (Note D), which in the aggregate resulted in a total discount of $66,875 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $250,000. Additionally, the note's variable conversion rate component requires that the note be valued at its stock redemption value (i.e., "if-converted" value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note's undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $284,063 as a reduction to additional paid-in capital based on a discounted "if-converted" rate of $.32 per share (58% of the $.55 lowest trading price during the 25 days preceding the note's issuance), which computed to 781,250 shares of "if-converted" common stock with a redemption value of $585,938 due to $.75 per share fair market value of the Company's stock on the note's date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. During the period May 15 through May 30, 2018 the note’s principal and interest balance totaling $284,797 was converted into 632,020 shares of our common stock in accordance with terms of the convertible promissory note (Note D), while the remaining debt discount was fully amortized to interest expense and the remaining debt premium was fully amortized to additional paid-in capital.

(e)

On May 11, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $45,000. The note carried an interest rate of 12% and matured on May 11, 2019. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a rate of 58% of the lowest market trading price per share during the 20 days preceding conversion. At the note’s inception, there was a transaction fee of $3,000 and a finder’s fee of $4,200, which in the aggregate resulted in a total discount of $7,200 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $37,800. Additionally, the note’s variable conversion rate component required that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $114,947 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $.67 per share (58% of the average of the two lowest trading day prices during the 15 days preceding the note’s issuance), which computed to 76,680 shares of “if-converted” common stock with a redemption value of $92,061 due to $1.20 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization was recorded as interest expense, while debt premium amortization was recorded as an increase to additional paid-in capital. This note was paid in full on August 7, 2018, on which date the remaining debt premium was fully amortized to additional paid-in capital and the remaining debt discount was fully amortized to interest expense. Accrued interest and prepayment fees totaling $12,693 were paid in cash at the time the note was repaid.

(f)

On May 15, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $75,000. The note carries an interest rate of 12% and matures on May 15, 2019. The note and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a rate of 60% of the lowest market trading price per share during the 20 days preceding conversion. At the note’s inception, there was an original issue discount of $3,750 a transaction fee of $2,000, and a finder’s fee of $5,500, which in the aggregate resulted in a total discount of $11,250 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $63,750. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $150,000 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $.51 per share (60% of the $.85 lowest trading price during the 20 days preceding the note’s issuance), which computed to 126,000 shares of “if-converted” common stock with a redemption value of $192,780 due to $1.53 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the year ended December 31, 2018 totaled $11,228 and $93,750, respectively, while interest expense was $5,671. On November 15, 2018, the maturity date on the note was extended until November 15, 2019 in exchange for a $38,114 cash payment. This cash payment resulted in a debt discount to be amortized to interest expense over the life of the loan.

(g)

On June 21, 2018, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $78,000. The note carried an interest rate of 12% and matured on June 21, 2019. The note and accrued interest, or any portion thereof, were convertible at the option of the lender, into the Company's common stock at a rate of 58% of the average of the two lowest market trading price per share during the 15 days preceding conversion. At the note’s inception, there was a transaction fee of $3,000 and a finder’s fee of $7,500, which in the aggregate resulted in a total discount of $10,500 to be amortized to interest expense over the life of the note, and net proceeds received by the Company of $75,000. Additionally, the note’s variable conversion rate component required that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $62,086 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $.84 per share (58% of the $.1.44 lowest trading price during the 15 days preceding the note’s issuance), which computed to 132,912 shares of “if-converted” common stock with a redemption value of $201,168 due to $1.50 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization was recorded as interest expense, while debt premium amortization was recorded as an increase to additional paid-in capital. This note was repaid in full on August 14, 2018, on which date the remaining debt premium was fully amortized to additional paid-in capital and the remaining debt discount was fully amortized to interest expense. Accrued interest and prepayment fees totaling $17,077 were paid in cash at the time the note was repaid.

(h)

On June 11, 2018, we issued a fixed price convertible note payable in the amount of $50,000 as a commitment fee to an unaffiliated investor 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 was contingent upon approval of our S-1 filing which became effective on November 9, 2018. 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. Accrued interest and interest expense as of and for the year ended December 31, 2018 totaled $2,713.

(i)

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 year ended December 31, 2018, totaled $7,500 and $45,382, respectively, while interest expense was $4,500.

(j)

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. Debt discount and premium amortizations for the year ended December 31, 2018, totaled $3,320 and $22,872, respectively, while interest expense was $2,016.

(k)

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. Debt discount and premium amortizations for the year ended December 31, 2018, totaled $3,436 and $23,435, respectively, while interest expense was $2,582. Outstanding principal and interest totaling $95,513 was repaid on February 4, 2019.

(l)

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. Debt discount and premium amortizations for the year ended December 31, 2018, totaled $11,147 and $54,625, respectively, while interest expense was $5,417. Outstanding principal and interest totaling $192,214 was repaid on February 22, 2019.

(m)

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. Debt discount and premium amortizations for the nine months ended September 30, 2018, totaled $13,772 and $68,994, respectively, while interest expense was $6,700.

(n)

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. Debt discount and premium amortizations for the year ended December 31, 2018, totaled $2,153 and $13,616, respectively, while interest expense was $1,111.

(o) 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 year ended December 31, 2018, totaled $5,558 and $21,380, respectively, while interest expense was $2,791.

Note D – Stockholders' Equity

Common Stock

We are authorized to issue 2300,000,000,000 shares of our $.0001 par value common stock, of which 16487,~~712~~359,~~819~~288 and 1416,~~664~~712,~~718~~819 were issued and outstanding at December 31, ~~2018~~2019 and ~~2017~~2018, respectively.

On ~~December~~January 48, ~~2017~~2018, wethe Company issued ~~129~~95,~~870~~890 shares of our common stock to a former officer in exchange for $5038,~~000~~500 inowed ~~cash~~to him for services rendered during 2016 and 2017. The shares were issued at a 50% discount to the market price of the shares which resulted in a fair market value adjustment of $~~.385~~39,552 ~~per~~which ~~share~~was toclassified as an ~~independent~~ ~~investor~~additional wage expense during the year ended December 31, 2018.

On February ~~January 8~~1, 2018, the ~~company~~Company issued 95190,~~890~~000 ~~post-split~~ shares of ~~our~~ common stock inbased ~~exchange~~on ~~for~~the ~~$38,500~~stock’s ~~owed~~approximate totrading ~~him~~price ~~for services~~of ~~performed~~$.80 ~~as our Chief Financial Officer during the~~per ~~compensation~~share ~~owed to him~~ for ~~2016~~total ~~and~~value ~~2017~~of $152,000. The shares were issued at ~~a 50% discount~~ to ~~the~~an ~~market~~independent ~~price~~consultant offor ~~the~~services ~~shares~~rendered ~~which~~over ~~resulted in a fair market value adjustment of $39,553 which was classified as an additional wage expense during~~ the ~~year~~six ~~ended~~months ~~December 31,~~following ~~2018~~issuance.

On October ~~February~~ 1, 2018, the ~~Company~~company issued ~~190~~20,000 shares of our common ~~stock~~ ~~based on the~~ stock's ~~approximate~~at ~~trading~~a price of $~~.80~~2 per share ~~for~~to ~~total~~a ~~value~~former ofconsultant in exchange for $~~152~~12,000~~. The~~ ~~shares~~owed ~~were issued~~ to an ~~independent~~him ~~consultant~~ for services ~~to be~~ rendered ~~over~~during ~~the six months following issuance~~2018.

On March 8, 2018, the Company issued 20,000 shares of common stock to an unaffiliated individual as a finder'’s fee in connection with the procurement of a variable rate convertible note with an unrelated party as detailed in Note C (d). The stock was valued at $15,000 based on the per-share stock price of $.75 on the issuance date and recorded as a debt discount that was netted with the underlying convertible note and amortized to interest expense over the length of the note, which was converted in full in May 2018.

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

34During 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 expired prior to December 31, 2018, 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:

Schedule ~~During August and September 2016, we sold 33,058 shares~~ of ~~our common~~Data ~~stock,~~Inputs ~~with~~Value ~~warrants~~Warrant to purchase an additional 545,454 shares of our common stock, to a group of private investors for $100,000. The warrants were issued prior to the reverse merger (Note A) and were subsequently still deemed issued and outstanding. The Series A and B warrants have expired, while the Series C warrants expire on June 30, 2019. The warrants were originally exercisable at prices between $0.55 and $2.20 share at any time between June 30, 2017 and June 30, 2019. Each series of warrants was valued using the Black-Scholes Options Pricing Model resulting in total warrant value of $85,833. The remaining proceeds of $14,167 were allocated to the common stock. Black-Scholes data inputs used to value the warrants are as follows:Activity

Warrants	~~Stock Price~~	~~Exercise~~Stock Price	~~Expected Life (Yrs)~~	~~Risk-Free Rate~~	~~Warrant Value~~	~~Number~~Exercise ~~of Warrants~~Price	~~Extended Value~~	Expected Life (Yrs)		Risk-Free Rate			Warrant Value		Number of Warrants		Extended Value
Series A (expired)	~~$.275~~	$~~.55~~	.75275	~~.54%~~	~~$.1168~~	~~181,818~~$	~~$21,249~~.55		.75		.54	%	$	.1168		181,818	$	21,249
Series B (expired)	~~$.275~~	$~~.1.10~~	1.75275	~~.69%~~	~~$.1639~~	~~181,818~~$	~~$29,817~~.1.10		1.75		.69	%	$	.1639		181,818	$	29,817
Series C	$.275	$2.20	1.75	.85%	$.1912	181,818	$34,767
Series C (expired)		$	.275			$	2.20		1.75		.85	%	$	.1912		181,818	$	34,767
Total							~~$85,833~~										$	85,833

35During 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 remaining un-exercised warrants were forfeited and expired on June 19, 2019.

The following table represents the warrant activity for the periods presented;.

	Number of Warrants
Balance, December 31, 2016	545,454
Granted	-
(Exercised)	-
(Forfeited/expired)	(181,818)
Balance, December 31, 2017	363,636
Granted	-
(Exercised)	(19,636)
(Forfeited/expired)	(162,182)
Balance, December 31, 2018	181,818

Schedule of Warrant Activity

On October 1, 2018 we issued 20,000 shares of our restricted common stock at $.60 per share to a former consultant for $12,000 in sales and marketing services.

	Number of Warrants

Balance, December 31, 2017		363,636
Granted		-
(Exercised)		(19,636	)
(Forfeited/expired)		(162,182	)
Balance, December 31, 2018		181,818
Granted		-
(Exercised)		-
(Forfeited/expired)		(181,818	)
Balance, December 31, 2019		-

2019 Debt ~~Conversion~~Conversions - Unaffiliated

During Asthe ~~summarized~~year ~~below~~ended December 31, ~~various~~2019, ~~noteholders~~unaffiliated holders of our convertible notes payable elected to convert ~~their notes~~$234,678 ~~payable~~of principal into 281,322,314 shares of our common stock and $18,766 in ~~accordance~~accrued ~~with terms~~interest into 101,256,825 shares of ~~their~~common ~~promissory~~stock ~~notes~~at ~~from~~prices ~~Note~~per ~~C. Our~~share ~~former~~between ~~officer,~~$.00004 ~~Philip~~and ~~Grey,~~$.21 ~~converted~~per ~~his~~share ~~accrued~~at ~~wages~~rates asdiscounted from the stock’s fair market value on each conversion date based on discount rates ~~well~~specified in each respective note.

36During the year ended December 31, 2019, unaffiliated convertible debt holders were issued 87,705,792 shares of common stock in exchange for $15,100 in conversion fees at prices between $.00008 and $.00315 at rates discounted from the stock’s fair market value on each conversion date based on discount rates specified in each respective note.

		Principal	Interest	Total Converted	Conversion Rate Per Share	Post-Split Shares Issued Upon Conversion
Gulf Coast Capital	January 8, 2018	$24,090	$21,376	$45,466	$.275	165,331
Mark Bogani	January 8, 2018	12,500	188	12,688	.275	46,138
Stephen Calandrella	January 8, 2018	25,000	375	25,375	.275	92,273
Clifford Thygesen	January 8, 2018	100,000	6,313	106,313	.275	386,593
Kevin Curtis	January 8, 2018	25,000	125	25,125	.275	91,364
Phillip Grey	January 8, 2018	12,500	375	12,875	.275	46,818
Carebourn Capital	May 15, 2018	150,000	-	150,000	.377	397,878
Carebourn Capital	May 22, 2018	50,000	-	50,000	.493	101,419
Carebourn Capital	May 30, 2018	77,775	7,022	84,797	.638	132,723
Avcon Services	May 30, 2018	30,500	5,548	36,048	.275	131,083
Total		$507,365	$41,322	$548,687	-	1,591,620

2018 Debt Conversions – Related Party

37During the year ended December 31, 2018, related party holders of our convertible notes payable elected to convert $79,590 of principal into 289,417 shares of our common stock and $27,487 in accrued interest into 99,953 shares of common stock at a price of $.275 per share.

2018 Debt Conversions - Unaffiliated

During the year ended December 31, 2018, unaffiliated holders of our convertible notes payable elected to convert $427,775 of principal into 1,166,469 shares of our common stock and $13,835 in accrued interest into 35,781 shares of common stock at a price of $.275 per share.

2019 Commitment Fee Shares

On May 1, 2019, The Company issued 361,538 shares of common stock to the holder of convertible note as a commitment fee at a price of $.38 per share. The shares were to have been returned to the Company if the note was fully repaid and satisfied prior to 180 days from the issue date, which did not occur. The commitment fee shares were valued at $0.38 fair market value on their date of issuance, and their total value of $137,384 was recorded as a debt discount and amortized to interest expense during 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 December 31, 2018 and 2017, 4,500,000 Series B Preferred shares had been authorized for issuance, and 240,000 Series B preferred shares were issued and outstanding. These 240,000 Series B shares are convertible into 10,909 common shares. On October 26, 2017, our former CEO transferred 80,000 shares of our Series B Preferred stock to our current Chief Executive officer and 80,000 shares to our current Chief Operating Officer.

As of December 31, 2019 and 2018, 4,500,000 ~~Note~~Series EB –Convertible ~~Related~~Preferred ~~Party~~shares ~~Transactions~~had been designated, and 240,000 Series B Convertible Preferred shares were issued and outstanding. These 240,000 Series B shares are convertible into 10,909 common shares.

On ~~We incur~~October ~~various consulting~~30, ~~management~~2019, ~~and~~our ~~software~~Board ~~licensing expenses~~of ~~with~~Directors ~~our~~authorized ~~officers,~~the ~~directors~~designation of 150,000 ~~and~~shares ~~companies~~of ~~owned~~Series byA ~~our~~Convertible Preferred Shares. These ~~officers~~shares ~~and~~entitle ~~directors~~the holder to $. ~~During~~01 per share dividend when declared by the ~~years~~Board ~~ended~~of ~~December~~Directors. ~~31,~~Each Series A share entitles the holder ~~2018~~thereof ~~and~~to ~~2017~~1,000 wevotes ~~incurred~~on ~~$301,152~~all ~~and~~matters ~~$439,500,~~submitted ~~respectively, with~~to ~~these~~a ~~individuals~~vote ~~and~~of ~~companies,~~the shareholders of ~~which~~the ~~$255,250~~Corporation. ~~and~~Each Series A Convertible Preferred ~~$418,079~~share ~~was~~may ~~payable~~be atconverted ~~December~~into ~~31,~~one ~~2018~~share ~~and~~of ~~2017, respectively~~our common stock.

38On October 30, 2019, Robert W. Ferguson, our CEO, and Fred J. Popke, our COO, were each issued 40,000 shares of Series A Convertible Preferred stock at $.01 par value in exchange for $50 resulting in 80,000 shares of Series A preferred stock issued and outstanding at December 31, 2019.

Note F – ~~Income~~Related ~~Taxes~~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 years ended December 31, 2019 and 2018, we incurred $205,514 and $301,152, respectively, with these individuals and companies, of which $217,500 and $255,250 was payable at December 31, 2019 and 2018, respectively.

We also had various convertible debt activity with related parties during 2018, which is disclosed in detail in Notes D and E. During the year ended December 31, 2018, the Company issued 289,417 shares of common stock in conversion of $79,590 in convertible notes payable – related party, and 99,953 shares of common stock in conversion of $27,487 in accrued interest – related party.

During the year ended December 31, 2018, a former officer forgave principal owed to him by the Company totaling $6,022, which was written off to additional paid-in capital. These transactions resulted in $0 principal and interest owed to related parties at December 31, 2019 and 2018.

During the year ended December 31, 2018, the Company issued 95,890 shares of common stock to its former CFO in satisfaction of $38,500.

Note G – Income Taxes

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 laws and rates on the date of enactment.

~~Deferred tax assets and valuation allowance at December 31, 2018 and 2017:~~23

	2018	2017
Net loss carry forward	$5,384,612	$5,005,458
Valuation allowance	(5,384,612)	(5,005,458)
	$-	$-

Deferred tax assets and valuation allowance at December 31, 2019 and 2018:

Schedule ~~A provision for income taxes has not been made due to net operating loss carry-forwards~~ of ~~$15,837,093~~Deferred atTax ~~December~~Assets ~~31,~~and ~~2018, which may be offset against future taxable income through 2036. No tax benefit has been reported in the financial statements.~~Liabilities

The actual provision for income tax differs from the statutory U.S. federal income tax rate for the years ended December 31, 2018 and 2017 as follows:

	2019			2018

Net loss carry-forward	$	5,741,471		$	5,384,612
Valuation allowance		(5,741,471	)		(5,384,612	)
Deferred Tax Assets	$	-		$	-

	2018	2017
Provision (benefit) at US statutory rate of 21%	$379,154	$129,528
Increase (decrease) in valuation allowance	(379,154)	(1,833,669)
Effect of rate change on valuation allowance	-	1,704,141
Ending balance	$-	$-

A provision for income taxes has not been made due to net operating loss carry-forwards of $18,317,084 at December 31, 2019, which may be offset against future taxable income through 2037. No tax benefit has been reported in the financial statements.

39The actual provision for income tax differs from the statutory U.S. federal income tax rate for the years ended December 31, 2019 and 2018 as follows:

	2019			2018

Provision (benefit) at US statutory rate of 21%	$	356,859		$	379,154
Change in valuation allowance		(356,859	)		(379,154	)

Provision for income tax	$	-		$	-

Current accounting guidance requires the Company to provide a reconciliation of the beginning and ending amount of unrecognized tax impacts related to the sustainability of tax positions taken in current and prior periods.

As of of December 31, ~~2018~~2019, the Company did not have any tax positions for which it is reasonably possible that the total amount of ~~unrecognized~~ unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the ~~provision~~ provision for income taxes. As of December 31, ~~2018~~2019, the Company had no accrued interest or penalties related to uncertain tax positions.

The ~~tax~~ tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, ~~2015~~ 2016, through the present.

Note H G – Subsequent Events

The ~~(1)~~Company has analyzed events occurring subsequent to December 31, 2019, through the date these financial statements were issued, and noted the following material items requiring disclosure herein:

(1) On January 315, ~~2019 the Company issued a convertible promissory note with a face value of $105,000, maturing on January 3,~~ 2020, ~~and~~Robert ~~a stated interest of 10% to a third-party investor~~W. ~~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~~Ferguson, ~~based~~our ~~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~~CEO, ~~2019, when the Company received proceeds of $91,500, after disbursements for the lender's transaction costs, fees~~ and ~~expenses~~Fred ~~which in aggregate resulted in a total discount of $13,500 to be amortized to interest expense over the life of the note~~J. ~~Additionally~~Popke, ~~the~~our ~~note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e.~~COO, ~~“if-converted”~~were ~~value) pursuant~~each toissued ~~ASC 480~~450, 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~~shares ~~to additional paid-in capital based on a discounted “if-converted” rate~~ of ~~$0.14~~Series ~~per~~A ~~share~~convertible ~~(60%~~preferred ~~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~~in aexchange ~~redemption~~for ~~value of~~ $~~375,000 due to $0.300 per~~25 ~~share fair market value of the Company's stock on the note's date of issuance~~each. ~~Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital.~~

(2) The Company’s Nevada office was closed on April 30, 2020, and the other leases have since been converted to month-to-month obligations of under $300/month.

On January 10, 2019 in exchange for payment of accrued interest in the amount of $5,000, the Company was granted an extension of maturity date on Note H with Tangiers Investment Group until March 11, 2019. On March 11, 2019, we entered into a Forbearance Agreement with Tangiers investment Group to extend the forbearance period until June 11, 2019 in exchange for a $10,000 cash forbearance payment. The cash forbearance is recorded as a debt discount to be amortized to interest expense over the life of the agreement.24

(3) On January 17, 2020, John J. Carvelli and James Mason resigned as officers and directors of the Company, and on February 19, Carl L. Engstrom was appointed an independent director. The resignations of Mr. Carvelli and Mr. Mason were not the result of any disagreement on any matter relating to the Company’s operations, policies or practices.

(4) On ~~January~~February 171, ~~2019~~ 2021, the Company issued to an independent investor a convertible promissory note with a face value of $7535,000, ~~maturing~~maturity date onof ~~January~~February 171, ~~2020~~2022, and a stated interest of ~~10%~~ ~~to a third-party investor~~8%. The note is convertible at any time after ~~6 months of~~ the funding of the note into ~~a variable number of~~ the Company'’s common stock, ~~based~~at on a fixed conversion rate of ~~60%~~$ ~~of the~~.0001 ~~lowest~~per ~~trading price for the 25 days prior to conversion~~share. The note was funded on ~~January~~February 254, ~~2019~~2021, when the Company received ~~proceeds~~ proceeds of $5922,~~500~~279, after disbursements for the lender'’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $153,~~500~~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~~payment ~~additional paid-in capital over the life~~ of ~~the~~certain ~~note.~~outstanding Asfees ~~such, the~~to ~~Company~~our ~~recorded~~transfer ~~a premium on the note of $148,214 as a~~agent ~~reduction to additional paid-~~in ~~capital based on a discounted “if-converted” rate of $0.14 per share (60% of~~ the ~~lowest~~ ~~trading~~amount ~~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~~10,~~214 due to $0~~278.250 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.

(45) On February 10, 2021, the Company issued to an independent investor a convertible promissory note with a face value of $84,750, maturity date of February 10, 2022, and stated interest of 10%. 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%. The note was funded on February 12, 2021, when the Company received proceeds of $75,750, 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.

(6) On ~~February~~March 411, ~~2019~~ 2020, inthe ~~exchange~~Board ~~for~~of 5%Directors ofamended the ~~original~~Company’s ~~principal~~Articles ~~amount~~ of ~~the note~~Incorporation ~~(or~~to ~~$3,150)~~increase ~~in cash we extended~~ the ~~maturity~~number ~~date~~ of ~~Note J to~~authorized ~~April~~common 2,shares ~~2019.~~from ~~In addition~~15,000,000,000 ~~the Company agreed~~ to ~~pay a prepayment penalty of 10% of the original principal amount of the note (or $6,~~300),000,000,000, ~~payable~~as ~~upon~~retroactively ~~maturity~~reflected ofin the ~~extended~~financial ~~note~~statements.

40(7) During the period January 1, 2020, through July 27, 2022 holders of our convertible notes payable elected to convert $1,679,860 in principle in exchange for 13,288,670,557 shares of common stock, and $494,058 in accrued interest in exchange for 3,134,023,238 shares of common stock. We also issued 333,840,157 shares of our common stock for $28,300 in conversion fees. These issuances ranged in price from $.00003 to $.0011 per share. Total common shares issued for principal, accrued interest and conversion fees was 16,713,533,953 valued at $2,199,638

(8) In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (5COVID-19) as a pandemic, which continues to spread throughout the world. While the disruption is currently expected to be temporary, there is uncertainty around its duration. As a result of COVID-19 mobility restrictions globally, there have been changes in consumer behavior. We expect these changes in behavior to continue to evolve as the pandemic progresses. The impacts seen to date may continue to create a wider range of outcomes as consumer behaviors and mobility restrictions continue to evolve.

~~On February 4,~~The ~~2019,~~Covid in19 ~~exchange~~pandemic ~~for~~has 5%impacted ofour ~~the~~business ~~original~~resulting ~~principal~~in ~~amount of~~ the ~~note~~ ~~(or~~cancellation ~~$6,250)~~of incertain ~~cash~~business wecontracts ~~extended~~and ~~the~~eliminated ~~maturity~~our ~~date~~ability ~~of Note I~~ to ~~April~~raise 2,additional ~~2019~~capital. InManagement ~~addition,~~will ~~the~~continue ~~Company agreed~~ to ~~pay~~explore abusiness ~~prepayment penalty~~opportunities ofwith ~~10%~~patented oftechnology ~~the~~that ~~original~~it ~~principal~~feels ~~amount~~it ofhas the ~~note (or~~ ~~$12,500)~~expertise ~~payable~~and ~~upon~~resources ~~maturity~~to ofcommercialize utilizing the ~~extended~~Company’s ~~note~~capital structure.

~~(6)~~ 25

OnItem ~~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~~9. ~~The~~Changes 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 $70,300, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $7,700 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~~Disagreements 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 $0.25 per share (58 % of 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~~Accountants ~~value of $227,276 due to $0.423 per share fair market value of the Company's stock~~ on ~~the~~Accounting ~~note's~~and ~~date~~Financial ~~of issuance~~Disclosure. ~~Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital.~~

~~(7)~~ None.

OnItem ~~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~~9A. ~~The~~Controls 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~~Procedures. 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.

41An 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-K. 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-K, 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 December 31, 2019, our disclosure controls and procedures were not effective. A controls system cannot provide absolute assurance, however, 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.

~~(8)~~ Management’s Report on Internal Control over Financial Reporting

OnOur management ~~February~~is 9responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, ~~2019~~internal control inover ~~exchange~~financial ~~for~~reporting is a ~~$7,500~~process ~~cash~~designed ~~payment~~by, weor ~~extended~~under the ~~conversion~~supervision of our Principal Executive and Financial Officers and implemented ~~date~~by our Board of ~~Note~~Directors, Mmanagement ~~from~~and ~~180~~other ~~days~~personnel, to ~~240~~provide ~~days.~~reasonable ~~Additionally,~~assurance regarding the ~~principal~~ ~~balance~~reliability of financial reporting and the ~~note~~preparation ~~shall~~of ~~increase~~our ~~by $15,000~~financial statements in accordance with U.S. generally accepted accounting principles.

~~(9)~~ Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our ~~On February~~Principal ~~13,~~Executive ~~2019 the Company issued a convertible debenture with a face value of $50,000, maturing on February 13, 2022, to a third-party investor. All unpaid principal due~~ and ~~payable~~Financial onOfficers ~~the maturity~~evaluated ~~date is to be paid in~~ the ~~form~~effectiveness of ~~common~~our ~~stock~~internal ofcontrol ~~the Company.~~over ~~The~~financial ~~note~~reporting isas ~~convertible at any time after 6 months~~ of ~~the~~December ~~funding~~31, ~~of the note into a variable number of the Company's common stock~~2019, based on acriteria ~~conversion~~established ~~rate~~in ofInternal ~~60%~~Control of- ~~the~~Integrated ~~lowest~~Framework ~~trading price~~issued ~~for~~by the 20Committee ~~days prior to conversion. The note was funded on February 21, 2019, when the Company received proceeds~~ of ~~$35,900, after~~Sponsoring ~~disbursements for the lender's transaction costs, fees and~~Organizations ~~expenses which in aggregate resulted in a total discount~~ of ~~$14,100 to be amortized to interest expense over~~ the ~~life~~Treadway ~~of the note. Additionally~~Commission, ~~the~~or ~~note’s variable conversion rate component requires that~~ the ~~note~~COSO beFramework ~~valued at its stock redemption value~~ (i2013).~~e.,~~ ~~“if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note~~Management’s ~~undiscounted~~assessment ~~face~~included ~~value~~an ~~being~~evaluation ~~deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life~~ of the ~~note.~~design ~~As such, the Company recorded a premium on the note~~ of ~~$74,800~~our ~~as a reduction to additional paid-in~~internal ~~capital~~control ~~based~~over onfinancial areporting ~~discounted~~and ~~“if-converted”~~testing ~~rate~~ of ~~$0.25~~ ~~per share (60% of~~ the ~~lowest~~operational ~~trading~~effectiveness ~~price during the 20 days preceding the note's issuance), which computed to 333,333 shares~~ of ~~'if-converted'~~ ~~common~~those ~~stock with a redemption value of $124,800 due to $0~~controls.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.

~~(10)~~Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2019 due to the following:

On● ~~February 14, 2019~~ the ~~Company~~lack ~~issued a convertible promissory note with a face value~~ of ~~$100,000,~~formal ~~maturing~~written ondocumentation ~~February~~relating ~~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~~design of ~~the~~our ~~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~~controls. 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.

~~(11)~~26

On● ~~February~~we ~~19, 2019~~did ~~the~~not ~~Company~~maintain ~~issued~~adequate asegregation ~~convertible promissory note with a face value~~ of ~~$50,000,~~duties ~~maturing~~related ~~on February 19, 2020, and a stated interest of 10%~~ to ajob ~~third-party~~responsibilities 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~~initiating, ~~2019,~~authorizing ~~when the Company received proceeds of $43,200, after disbursements for the lender's transaction costs, fees~~ and ~~expenses~~recording ~~which in aggregate resulted in a total discount~~ of ~~$6,800~~certain totransactions bedue ~~amortized~~ to ~~interest~~ ~~expense over~~ the ~~life~~small ofsize 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~~our ~~note~~company. 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.

~~(12)~~● we do not have sufficient personnel to provide adequate risk assessment functions.

~~On February 25,~~Notwithstanding ~~2019~~ the ~~Company issued a convertible promissory note with a face value of $68~~above,~~000,~~ ~~maturing on February 25, 2020, and~~ a ~~stated interest~~controls ofsystem ~~12%~~cannot toprovide aabsolute ~~third-party~~assurance ~~investor.~~that ~~The note is convertible at any time after 6 months of~~ the ~~funding~~objectives of the ~~note into a~~controls ~~variable~~system ~~number~~are ~~of the Company's common stock~~met, 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~~no inevaluation ~~aggregate resulted in a total discount~~ of ~~$3,500 to~~controls becan ~~amortized~~provide toabsolute ~~interest~~assurance ~~expense over the life of the note. Additionally, the note’s variable conversion rate component requires~~ that ~~the~~all ~~note~~control beissues 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~~instances ~~to additional paid-in capital over the life~~ of ~~the note. As such~~fraud, ~~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)~~any, ~~which computed~~ towithin ~~343,174 shares of 'if-converted' common stock with~~ a ~~redemption value~~company ofhave ~~$126,974~~been ~~due to $0~~detected.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.

~~(13)~~Changes in Internal Control Over Financial Reporting

OnThere was ~~March~~no ~~14,~~change ~~2019~~ in ~~exchange~~our ~~for~~internal acontrol ~~$2,500~~over ~~cash~~financial ~~payment,~~reporting wethat ~~extended~~occurred during the ~~conversion date~~period ofcovered ~~Note~~by Nthis ~~until~~report ~~May17,~~that ~~2019.~~has ~~Additionally~~materially affected, ~~the~~or ~~Company~~is ~~agrees to~~reasonably ~~pay~~likely ato ~~prepayment~~materially ~~penalty~~affect, ofour aninternal ~~additional~~control ~~10%~~over offinancial ~~the original principal amount as additional consideration to the original prepayment schedule~~reporting.

~~(14)~~Item 9B. Other Information.

~~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~~None. 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 March 14, 2019, when the company received proceeds of $577,000, after disbursements for the lender's transaction costs, fees and expenses which in aggregate resulted in a total discount of $33,000 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 $1,300,101 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.33 per share (60% of 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.

42Item 10. Directors, Executive Officers and Corporate Governance.

~~(15)~~Our officers and directors are listed below.

On March 25, 2019 we repaid convertible note “J” in the amount of $95,731 in principal and accrued interest.

Name	Age	Date(s) Served	Position
Robert W. Ferguson	70	Chief Executive Officer and Director
Fred Popke	61	Vice President, Secretary, Treasurer, Director
Tracy A. Madsen	58	Principal Financial and Accounting Officer
Carl L. Engstrom	83	Director

~~(16)~~Directors are generally elected at an annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified. Executive officers are elected by directors and serve at the board’s discretion.

The ~~On January~~principal ~~14,~~occupations ~~2019,~~of the Company’s ~~entered~~officers ~~into~~and andirectors ~~agreement~~during ~~with~~the ~~ASKA Electronics~~past ~~Co.,~~several ~~Ltd.~~years ~~(“ASKA”)~~are ofas ~~China.~~follows:

Robert ~~ASKA~~Ferguson ~~is a~~has ~~manufacturer~~been an officer and director of ~~Bluetooth~~the ~~headphones~~Company since October 28, ~~sport~~2016. ~~earbuds~~Since ~~and~~2001 Mr. Ferguson has been the managing member ~~associated~~of ~~listening~~CJBS ~~devices~~Holdings LLC, ~~and~~d/b/a ~~provides~~Integrated ~~its~~Strategic ~~products~~Solutions, asa anprivately-owned ~~OEM~~consulting and investment company focused in technology and asreal anestate. ~~ODM~~Since ~~for~~2011, ~~projects~~Mr. ~~worldwide~~Ferguson has been the Chairman of First Enterprise Realty Group, Inc., a licensed brokerage firm in California.

Fred ~~Under~~Popke has been an officer and director of the Company since October 28, 2016. Since 2009, Mr. Popke has served as the President of Real Estate Services and Technology, a firm engaged in providing custom software solutions for the ~~Agreement:~~real estate and financial industries. From 2006 to 2009 Mr. Popke was the Product Director at Commerce Velocity, a firm engaged in developing and delivering enterprise-level underwriting and decisioning software for the financial industry.

●27

~~ASKA~~Tracy A. ~~will~~Madsen ~~provide its~~was ~~design~~re-appointed as our Principal Financial and ~~manufacturing~~Accounting ~~services~~Officer inon July 20, 2018. Mr. Madsen previously had been appointed as the ~~capacity~~Secretary/Treasurer and Chief Financial Officer of aGEII on February 13, 2003, until which time he resigned in October 2015 and ~~sub-contractor~~as a director in October 2016. Mr. Madsen has served as Chief Financial Officer for numerous companies for over 25 years. Since 1996 he has provided consulting and administrative services through his company, Avcon Services, Inc. to the ~~Company’s~~software, ~~customers~~healthcare, human resources, payroll and aviation industries. Mr. Madsen received a B.A. in Finance from Boise State University and an M.B.A. from the University of Nevada Las Vegas.

Carl ●L. Engstrom was appointed an Independent Director on February 19, 2020. Mr. Engstrom (83) has practiced law in California continuously commencing in 1968. A large part of his practice over the years has involved corporate formations, corporate governance and the preparation of business agreements of all kinds. He has also litigated, arbitrated, and mediated a wide variety of business disputes. He has been in private practice and has also served as General Counsel to several corporations. Most recently, he has served as General Counsel to Advantego Corporation from March 2018 to September 2019.

~~the~~Our directors ~~Company~~are ~~will provide~~generally ~~branding,~~elected ~~sales~~at our annual shareholders’ meeting and ~~distribution~~hold ~~services~~office ~~for~~until ~~existing~~the ~~and~~next annual shareholders’ meeting, ~~newly~~or ~~developed~~until ~~products~~their ~~that~~successors ~~ASKA~~are ~~manufactures~~elected ~~for~~and ~~sale~~qualified. inOur ~~the North~~executive ~~American~~officers ~~market;~~are elected by our directors and serve at their discretion.

We ●believe that each of our directors was qualified to serve as a director for the following reasons:

~~the~~Name ~~Company~~Reason ~~will receive~~Robert 2%W. ofFerguson ~~ASKA’s~~Management ~~gross~~experience ~~revenues~~and ~~resulting~~experience ~~from~~in ~~the~~raising ~~sales of~~capital ~~ASKA’s~~Fred ~~products~~Popke Management experience and experience in ~~North~~software ~~America,~~development Carl L. Engstrom Extensive légal and business experience

Carl ●L. Engstrom is an independent director as that term is defined in Section 803 of the NYSE MKT Company Guide.

~~ASKA will receive~~As ~~up to 700,000 shares~~ of ~~the~~August ~~Company’s preferred shares~~31, ~~based on~~2022 ~~ASKA’s~~we ~~North~~did ~~American~~not ~~sales~~have ~~revenue~~a ~~for~~financial ~~2018 of approximately $14,000,000~~expert.

We ~~The Agreement~~have ~~contemplates~~adopted ~~the~~a ~~Company~~code ~~receiving~~of aethics ~~guaranteed~~applicable ~~minimum of~~to ~~$280~~our principal executive,~~000~~ infinancial ~~gross~~and ~~profit~~accounting ~~for~~officers ~~calendar~~and ~~year~~persons ~~2019~~performing similar functions.

~~Each Preferred~~Item ~~Share~~11. isExecutive ~~convertible into one share of the Company’s common stock~~Compensation.

The ~~Company,~~following ~~upon~~table nosummarizes ~~less~~the ~~than~~compensation ~~thirty~~earned ~~days~~by ~~written~~our ~~notice,~~principal ~~may~~executive ~~redeem the~~officers ~~Preferred~~during ~~Shares~~the attwo ayears ~~price~~ended ofDecember ~~$2.00~~31, ~~per share~~2019.

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.

Name and Principal Position	Fiscal Year		Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (4)		Other Annual Compensation (5)		Total ($)

Robert Ferguson		2019	$	80,000		—	$	25		—		—	$	80,025
Chief Executive Officer		2018	$	120,000		—		—		—		—	$	120,000

Fred Popke		2019	$	80,000		—	$	25		—		—	$	80,025
Vice President, Secretary and Treasurer		2018	$	120,000		—		—		—		—	$	120,000

Frank Grey		2019	$	—		—		—		—		—	$	—
Principal Financial and Accounting Officer		2018	$	39,552		—		—		—		—	$	38,500

Tracy A. Madsen		2019	$	38,612		—		—		—		—	$	38,612
Principal Financial and Accounting Officer		2018	$	17,126		—		—		—		—	$	17,126

A “leak out provision” will be established such that ASKA may not sell more than 100,000 shares per month with sales per trading day limited to no more than 15% of the total trading volume that day.

(1)	The dollar value of base salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant. Robert Ferguson and Fred Popke were each issued 40,000 Shares of Series A Convertible preferred stock at a total price of $25 each at a price of $.01 par value.
(4)	The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)	All other compensation received that could not be properly reported in any other column of the table.

~~The closing of the transaction is subject to final Company board approval.~~28

On ~~The Company~~January ~~has~~8, ~~evaluated~~2018, ~~its~~Mr. ~~subsequent~~Grey ~~events~~converted ~~through~~ the ~~date~~compensation ~~of this~~owed ~~report~~to ~~issuance~~him for 2016 and ~~determined~~2017 ~~there~~into ~~are~~95,890 nopost-split ~~additional~~shares ~~events to~~of ~~disclose~~our common stock.

43Management Changes.

On May 31, 2018, Frank Grey Resigned as Principal Financial and Accounting Officer and Director. On July 20, 2018, Tracy A. Madsen was appointed ~~SIGNATURES~~Principal Financial and Accounting Officer.

On ~~Pursuant~~February to19, ~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934~~2020, ~~the~~Carl ~~registrant~~L. ~~has~~Engstrom ~~duly~~was ~~caused this~~appointed ~~report~~as toa ~~be signed on its behalf by the undersigned, thereunto duly authorized~~Director.

	ADVANTEGO CORPORATION
Dated: March 29, 2019	By:	/s/ Robert W. Ferguson
		Robert W. Ferguson
		Chief Executive Officer

Long-Term Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive or other plans.

Employee ~~Pursuant~~Pension, toProfit ~~the requirements~~Sharing ofor ~~the~~other ~~Securities~~Retirement ~~Exchange~~Plans. ~~Act~~We ofdo ~~l934,~~not ~~this~~have ~~Report has~~a ~~been~~defined ~~signed~~benefit, ~~below~~pension byplan, ~~the~~profit ~~following~~sharing ~~persons~~or onother ~~behalf~~retirement plan, ofalthough ~~the Registrant~~we ~~and~~may inadopt ~~the~~one ~~capacities~~or ~~and~~more onof such plans in the ~~dates indicated~~future.

Signature	Title	Date
/s/ Robert W. Ferguson	Chief Executive Officer and a Director	March 29, 2019
Robert W. Ferguson
/s/ Fred Popke	Director	March 29, 2019
Fred Popke
/s/ John J. Carvelli	Director	March 29, 2019
John J. Carvelli

Compensation of Directors. During the years ended December 31, 2019 and 2018, we did not compensate our directors for acting as such.

/s/ James Mason	Director	March 29, 2019
James Mason
/s/ Tracy A. Madsen	Principal Financial and Accounting Officer	March 29, 2019
Tracy A. Madsen

Compensation Committee Interlocks and Insider Participation. During the years ended December 31, 2019, and 2018, none of our officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.

The 44following shows the amounts the Company expects to pay to its officers during the year ending December 31, 2022, and the amount of time these persons expect to devote to the Company.

			Percent of time devoted
Name	Compensation		to the Company’s business

Robert W. Ferguson	$	-0-		2	%
Fred Popke	$	-0-		2	%
Tracy A. Madsen	$	15,000		5	%

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The following table lists, as of August 31, 2022, the shareholdings of (i) each person owning beneficially 5% or more of the Company’s common stock; (ii) each executive officer and Director of the Company, and (iii) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his shares of common stock.

Name and Address	Number of Shares		Percent of Class

Robert W. Ferguson		4,651,454		.95	%
1 Park Plaza, Suite 600
Irvine, CA 92614

Fred Popke		4,651,454		.95	%
1 Park Plaza, Suite 600
Irvine, CA 92614

Tracy A.Madsen		64,795		.01	%
17 N. Foxhill Rd..
North Salt Lake, UT 84054

Carl L. Engstrom		-0-		-0-
2800 Pacific View Dr Apt 215
Corona Del Mar, CA 92625-1135

All Officers and Directors		9,367,703		1.9	%
as a group (4 persons)

The following table lists, as of August 31, 2022, the shareholdings of each person owning the Company’s Series A Convertible preferred stock. Each Series A preferred share is convertible into One (1) share of the Company’s common stock and is entitled to 1,000 votes on any matter submitted to the Company’s shareholders. Unless otherwise indicated, each owner has sole voting and investment power over his shares of preferred stock:

Robert W. Ferguson	40,000	50	%
1 Park Plaza, Suite 600\
Irvine, CA 92614

Fred Popke	40,000	50	%
1 Park Plaza, Suite 600
Irvine, CA 92614

The following table lists, as of August 31, 2022, the shareholdings of each person owning the Company’s Series B Convertible preferred stock. Each Series B preferred share is convertible into one-half of a share of the Company’s common stock and is entitled to one vote on any matter submitted to the Company’s shareholders. Unless otherwise indicated, each owner has sole voting and investment power over his shares of preferred stock:

Name and Address	Number of Shares (1)		Percent of Class

Steve Olson		30,000		12.6	%
30-4 Woodland Hills Drive
Southgate, Kentucky 41071

Joseph Smith		25,000		10.4	%
725 College Terrace
Niagara Falls, NY 14305

Stuart Rubin		25,000		10.4	%
5876 N.W. 54th Circle
Coral Springs, FL 33067

Robert W. Feguson		80,000 (2)		33.3	%
1 Park Plaza, Suite 600
Irvine, CA 92614

Fred Popke		80,000 (2)		33.3	%
1 Park Plaza, Suite 600
Irvine, CA 92614

Robert W Ferguson and Fred Popke aquired their shares of Series B Preferred Stock from Gulf Coast Capital which was controlled by Mark Bogani, a former officer and a director of the Company.

13. Certain Relationships and Related Transactions, and Director Independence.

We also had various convertible debt activity with related parties during 2018, which is disclosed in detail in Notes D and E to the financial statements which are included as part of this report. During the year ended December 31, 2018, the Company issued 289,417 shares of common stock upon the conversion of $79,590 in convertible notes payable and 99,953 shares of common stock upon the conversion of $27,487 in accrued interest.

During the year ended December 31, 2018, a former officer forgave principal owed to him by the Company totaling $6,022, which was written off to additional paid-in capital.

During the year ended December 31, 2018, the Company issued 95,890 shares of common stock to its former CFO in satisfaction of $38,500.

Item 14. Principal Accountant Fees and Services.

The following shows the fees incurred with Pinnacle Accountancy Group of Utah (a dba of the registered firm Heaton & Company, PLLC) for the years ended December 31, 2019 and 2018.

	2019		2018

Audit Fees	$	16,500	$	20,250
Audit-Related Fees	$	—	$	—
Tax Fees	$	—	$	2,250

Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements. Audit-related fees represent amounts billed for consents related to regulatory filings, audit/review of financial statements included in our registration statements filed with the Securities and Exchange Commission, and consulting related to the implementation of accounting standards.

Item 15. Exhibits and Financial Statement Schedules.

The following exhibits are filed with this Form 10-K or incorporated by references:

Exhibit No.

Description

3.1.1		Articles of Incorporation. (1)
3.1.2		Articles of Amendment (3)
3.1.3		Certificate of Designation of Series A Preferred Stock.
3.1.4		Certificate of Designation for the Series B Preferred Stock. (2)
31.1		Certification by the Principal Executive Officer
31.2		Certification by the Principal Financial Officer
32.1		Certifications by the Principal Executive Officers

(1)	Incorporated by reference from our registration statement on Form 10-SB that became effective June 17, 1994.

(2)	Incorporated by reference from our 8-K report dated December 29, 2006.

(3)	Incorporated by reference from our 8-K report dated September 14, 2007.

Item 16. Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

Dated: September 12, 2022	By:	/s/ Robert W. Ferguson
		Robert W. Ferguson
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robert W. Ferguson	Chief Executive Officer and a Director	September 12, 2022
Robert W. Ferguson

/s/ Fred Popke	Director	September 12, 2022
Fred Popke

/s/ Carl L. Engstrom	Director	September 12, 2022
Carl L. Engstrom

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