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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2019~~2020

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

For the transition period from _______________ to _______________

Commission File Number: 0-23726

ADVANTEGO CORPORATION

(Exact name of registrant as specified in its charter)

COLORADO		84-1116515
colorado		84-1116515
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~3801~~2000 ~~East Florida Ave~~S., ~~Ste.~~Colorado ~~400~~Blvd.

~~Denver,~~Tower CO1, ~~80210~~Suite 2000

Denver, CO 80222

(Address of principal executive offices, including Zip Code)

(949) 627-8977

(Issuer’s telephone number, including area code)

N/A

(Former name or former address if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 16,417,863,593 shares of common stock as of October 20, 2022.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:114,099,763 shares of common stock as of November 11, 2019.

Table of Contents

		PAGE
			Page
PART I.
Item 1.	Financial Statements.
(a) Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 (Unaudited)		3
	(a)	Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 (Unaudited)	3
(b) Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018 (Unaudited)		4
	(b)	Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (Unaudited)	4
(c) Statement of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2019 and 2018 (Unaudited)		5
	(c)	Statement of Changes in Stockholders Deficit for the three months ended March 31, 2020 and 2019 (Unaudited)	5
(d) Consolidated Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 (Unaudited)		7
	(d)	Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (Unaudited)	6
(e) Notes to Consolidated Financial Statements (Unaudited)		8
	(e)	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	25	15
Item 4.	Controls and Procedures.	25	15
PART II.			15
Item 1.	Legal Proceedings.	26	15
Item 1A.	Risk Factors.	26	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26	15
Item 3.	Defaults Upon Senior Securities.	27	16
Item 4.	Mine Safety Disclosures.	27	16
Item 5.	Other Information	27	16
Item 6.	Exhibits.	27	16
Signatures		28	17

Advantego Corporation

Consolidated Balance Sheets

As of ~~September~~March 3031, ~~2019~~2020 and December 31, ~~2018~~2019

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2019			2018
	2020			2019
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$	19,368		$	91,643
Cash	$	4,065		$	3,511
Accounts receivable		863,~~710~~400			252,~~400~~800
Inventory		18,210			6,499
Prepaid expenses		989			3,227
Deferred costs		7,889			-
Total current assets		8,454			9,538
Prepaid expenses		149,250			7,608
Total Assets	$	8,454		$	9,538
Total current assets		281,427			131,150
LIABILITIES AND STOCKHOLDERS’ DEFICIT
OTHER ASSETS
Deferred offering costs		64,236			64,236
Pre-production costs		148,000			-
Total other assets		212,236			64,236
Total Assets	$	493,663		$	195,386
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable - related parties	$	~~249~~217,~~839~~500		$	~~255~~217,~~250~~500
Accounts payable		3814,~~288~~616			1611,~~142~~588
Deferred revenue		46,958			-
Accrued interest, convertible notes payable		278,040			181,466
Accrued interest, convertible notes payable		106,503			28,964
Convertible notes payable (net of unamortized debt discounts of $34,834 and $77,159, and unamortized debt premium of $241,435 and $774,541 respectively)		2,908,295			3,403,945
Convertible notes payable (net of unamortized debt discounts of $140,877 and $124,563 and unamortized debt premium of $1,477,334 and $504,386 respectively)		3,939,153			1,355,823
Total current liabilities		3,418,451			3,814,499
Total current liabilities		4,380,741			1,656,179
Total Liabilities	$	3,418,451		$	3,814,499
Total Liabilities	$	4,380,741		$	1,656,179
STOCKHOLDERS’ DEFICIT
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, par value $.01 per share; 10,000,000 shares authorized
Preferred stock, par value $.01 per share; 10,000,000 shares authorized, 240,000 issued and outstanding		2,400			2,400
Series A convertible preferred stock; 1,000,000 designated; 980,000 and 80,000 shares issued and outstanding, respectively		9,800			800
Common stock, par value $.0001 per share; shares 2,000,000,000 authorized; 33,384,036 and 16,712,819 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively		3,338			1,671
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		9,800			800
Additional paid-in capital		(135,231	)		567,738
Series B convertible preferred stock:4,500,000 shares designated; 240,000 shares issued and outstanding		2,400			2,400
Accumulated (deficit)		(3,757,585	)		(2,032,602	)
Preferred stock value
Total stockholders’ equity (deficit)		(3,887,078	)		(1,460,793	)
Common stock, par value $.0001 per share; shares 300,000,000,000 authorized; 783,029,648 and 487,359,288 issued and outstanding, respectively		78,298			48,731
Total Liabilities and Stockholders’ Equity (Deficit)	$	493,663		$	195,386
Additional paid-in capital		1,164,130			655,701
Accumulated deficit		(4,664,625	)		(4,512,593	)
Total stockholders’ deficit		(3,409,997	)		(3,804,961	)
Total Liabilities and Stockholders’ Deficit	$	8,454		$	9,538

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

Advantego Corporation

Consolidated Statements of Operations

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,			March 31,
	September 30,			September 30,			September 30,			September 30,
	2020			2019
	2019			2018			2019			2018
REVENUES
REVENUES
Sales	$	5,773		$	8,325
Sales	$	55,114			45,981		$	84,505			161,225
Cost of sales		-			(10,838	)
Cost of Sales		(17,644	)		(28,890	)		(43,754	)		(102,814	)
Gross margin		5,773			(2,513	)
Gross Margin		37,470			17,091			40,751			58,411
OPERATING EXPENSES
OPERATING EXPENSES
General and administrative		10,885			347,749
General and administrative		181,679			243,324			833,832			628,909
Total operating expenses		10,885			347,749
Total operating expenses		181,679			243,324			833,832			628,909
OPERATING (LOSS)		(5,112	)		(350,262	)
OPERATING (LOSS)		(144,209	)		(226,233	)		(793,081	)		(570,498	)
OTHER INCOME (EXPENSE)
OTHER INCOME (EXPENSE)
Interest expense		(146,920	)		(250,152	)
Interest expense		(235,367	)		(71,744	)		(931,902	)		(215,957	)
Total other income (expense)		(146,920	)		(250,152	)
Total other (expense)		(235,367	)		(71,744	)		(931,902	)		(215,957	)
Loss before income taxes		(152,032	)		(600,414	)
Loss before income taxes		(379,576	)		(297,977	)		(1,724,983	)		(786,455	)
Income taxes		-			-
Income taxes		-			-			-			-
NET LOSS	$	(152,032	)	$	(600,414	)
NET LOSS		(379,576	)		(297,977	)		(1,724,983	)		(786,455	)
Basic and diluted loss per share	$	(0.00	)		(0.04	)
Basic and diluted (loss) per share	$	(0.02	)	$	(0.02	)	$	(0.10	)	$	(0.05	)
Basic and diluted weighted average shares outstanding		727,729,478			16,723,323
Weighted average shares outstanding - basic		19,744,729			16,520,092			17,727,171			16,020,771

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

Advantego Corporation

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 (Unaudited)

(Unaudited)


						Three Months Ended March 31, 2020
		Series A				Series B
		Convertible Preferred				Convertible Preferred				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

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	)

Common stock issued for conversion of notes payable			-		-		-		-		96,984,801		9,698		(3,879	)		-			5,819

Common stock issued for accrued interest	-		-		-		-		-		198,685,559		19,869		(11,848	)		-			8,021


Amortization of debt premium			-		-		-		-		-		-		533,106			-			533,106

Series A Convertible Preferred Stock issued for services			900,000		9,000		-		-		-		-		(8,950	)		-			50

Net loss			-		-		-		-		-		-		-			(152,032	)		(152,032	)

Balance at March 31, 2020	-		980,000	$	9,800		240,000	$	2,400		783,029,648	$	78,298	$	1,164,130		$	(4,664,625	)	$	(3,409,997	)

Three Months Ended September 30, 2019


				Three Months Ended March 31, 2019

				Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders
				Shares		Amount		Shares		Amount		Capital			Deficit			Deficit

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

Debt premium on convertible notes	-		-		-		-		-		-		(2,323,948	)		-			(2,323,948	)

Amortization of debt premium	-		-		-		-		-		-		485,670			-			485,670

Net loss	-		-		-		-		-		-		-			(600,414	)		(600,414	)

Balance at March 31, 2019	-	$	-		240,000	$	2,400		16,712,819	$	1,671	$	(1,270,540	)	$	(2,633,016	)	$	(3,899,485	)

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance at June 30, 2019		240,000	$	2,400		17,393,374	$	1,739	$	(854,260	)	$	(3,378,009	)	$	(4,228,130	)
Shares issued for conversion of notes payable		-		-		15,186,753		1,519		89,385			-			90,904
Shares issued for accrued interest		-		-		803,909		80		3,260			-			3,340
Debt premium on convertible notes		-		-		-		-		(316,373	)		-			(316,373	)
Amortization of debt premium		-		-		-		-		942,757			-			942,757
Net loss		-		-		-		-		-			(379,576	)		(379,576	)
Balance at September 30, 2019		240,000	$	2,400		33,384,036	$	3,338	$	(135,231	)	$	(3,757,585	)	$	(3,887,078	)

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

Three Months Ended September 30, 2018

									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance at June 30, 2018		240,000	$	2,400		16,520,092	$	1,652	$	589,428		$	(1,267,740	)	$	(664,261	)
Debt premium on convertible notes		-		-		-		-		(531,118	)		-			(531,118	)
Amortization of debt premium		-		-		-		-		264,726			-			264,726
Net loss		-		-		-		-		-			(297,977	)		(297,977	)
Balance at September 30, 2018		240,000	$	2,400		16,520,092	$	1,652	$	323,036		$	(1,565,717	)	$	(1,228,630	)

Nine Months Ended September 30, 2019

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance at December 31, 2018		240,000	$	2,400		16,712,819	$	1,671	$	567,738		$	(2,032,602	)	$	(1,460,793	)
Shares issued for conversion of notes payable		-		-		15,484,371		1,549		129,355			-			130,904
Shares issued for accrued interest		-		-		825,308		82		5,943			-			6,025
Returnable shares issued		-		-		361,538		36		137,348			-			137,384
Debt premium on convertible notes		-		-		-		-		(3,366,586	)		-			(3,366,586	)
Amortization of debt premium		-		-		-		-		2,390,971			-			2,390,971
Net loss		-		-		-		-		-			(1,724,983	)		(1,724,983	)
Balance at September 30, 2019		240,000	$	2,400		33,384,036	$	3,338	$	(135,231	)	$	(3,757,585	)	$	(3,887,078	)

Nine Months Ended September 30, 2018

	Preferred Stock				Common Stock				Additional Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			(Deficit)			Total
Balance at December 31, 2017		240,000	$	2,400		14,664,718	$	1,466	$	163,707		$	(779,262	)	$	(611,689	)
Shares issued for cash and exercise of warrants		-		-		130,591		13		82,612			-			82,625
Shares issued for conversion of notes payable		-		-		1,166,469		116		427,659			-			427,775
Shares issued for conversion of notes payable -related party		-		-		289,417		29		79,561			-			79,590
Shares issued for accrued interest		-		-		35,781		4		13,831			-			13,835
Shares issued for accrued interest - related party		-		-		99,953		10		27,477			-			27,487
Shares issued for accrued officer wages		-		-		95,890		10		38,490			-			38,500
Shares issued for accrued expenses		-		-		17,273		19		13,816			-			13,818
Shares issued to secure line of credit		-		-		20,000		2		14,998			-			15,000
Debt premium on convertible notes		-		-		-		-		(1,142,215	)		-			(1,142,215	)
Amortization of debt premium		-		-		-		-		582,841			-			582,841
Deferred offering costs		-		-		-		-		14,236			-			14,236
Forgiveness of related party debt		-		-		-		-		6,022			-			6,022
Net loss		-		-		-		-		-			(786,455	)		(786,455	)
Balance at September 30, 2018		240,000	$	2,400		16,520,092	$	1,671	$	323,035		$	(1,565,717	)	$	(1,238,630	)

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

Advantego Corporation

Consolidated Statements of Cash Flows

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019

(Unaudited)

	September 30,			September 30,
	March 31,			March 31,
	2019			2018
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(1,724,983	)	$	(786,455	)
Net loss	$	(152,032	)	$	(600,414	)
Adjustments to reconcile net loss to cash used by operating activities
Adjustments to reconcile net loss to cash provided (used) by operating activities
Amortization of debt discount		~~263~~42,~~036~~325			~~168~~70,~~854~~465
Amortization of consulting services prepaid with common stock		-			13,818
Preferred stock issued for services		50			-
Changes in operating assets and liabilities
(Increase) in accounts receivable		(61,310	)		(10,800	)
(Increase) decrease in accounts receivable		(600	)		4,700
(Increase) in prepaid expenses		(4,258	)		(10,726	)
(Increase) decrease in prepaid expenses		2,238			(25,283	)
(Increase) in pre-production costs		(148,000	)		-
Decrease in inventory		-			1,905
(Increase) in deferred costs		(7,889	)		-
Increase (decrease) in accounts payable		3,028			(6,248	)
(Increase) decrease in inventory		(11,711	)		(18,498	)
Increase in deferred revenue		-			18,975
Increase (decrease) in accounts payable		(100,321	)		31,044
(Decrease) in accounts payable - related parties		-			(36,384	)
Increase (decrease) in deferred revenue		46,958			(4,215	)
Increase in accrued interest, convertible notes payable		105,545			14,830
Decrease in accounts payable - related parties		(5,411	)		(90,715	)
Net cash flows provided (used) by operating activities		554			(557,454	)
Increase in accrued interest, convertible notes payable -related parties		-			2,781
Increase in accrued interest, convertible notes payable		83,564			11,882
Net cash flows (used by) operating activities		(1,670,325	)		(693,030	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and exercise of warrants		-			82,625
Proceeds from convertible notes payable		-			1,142,250
Proceeds from convertible notes payable		2,349,050			902,700
Principal payments on convertible notes payable		-			(253,000	)
Principal payments on convertible notes payable		(751,000	)		(145,486	)
Net cash flows provided by financing activities		-			889,250
Net cash flows provided by financing activities		(1,598,050	)		839,839
NET CHANGE IN CASH		554			331,796
NET CHANGE IN CASH		(72,275	)		146,809
CASH - BEGINNING OF PERIOD		3,511			91,643
CASH - BEGINNING OF PERIOD		91,643			37,041
CASH - END OF PERIOD	$	4,065		$	423,439
CASH - END OF PERIOD	$	19,368		$	183,850
SUPPLEMENTAL CASH FLOW INFORMATION
Schedule of Non-cash Investing and Financing Activities:
Conversion of convertible notes payable into common stock	$	~~130~~5,~~904~~819		$	~~427,775~~-
Conversion of convertible notes payable - related parties into common stock	$	-		$	79,590
Conversion of accrued interest, convertible notes payable into common stock	$	8,021		$	-
Conversion of accrued interest, convertible notes payable into common stock	$	6,025		$	13,835
Recording of premium on convertible debt at stock redemption value	$	-		$	2,323,948
Conversion of accrued interest, convertible notes payable-related parties into common stock	$	-		$	27,487
Amortization to additional paid in capital of premium on convertible notes payable	$	533,106		$	485,670
Conversion of officer wages payable into common stock	$	-		$	38,500
Debt discounts on issuance of convertible notes payable	$	-		$	118,550
Issuance of common stock for accrued expenses	$	-		$	13,818
Issuance of common stock for a finder’s fee	$	-		$	15,000
Issuance of convertible note payable to secure line of credit	$	-		$	50,000
Common stock subscribed	$	-		$	64,236
Recording of premium on convertible debt at stock redemption value	$	3,366,586		$	1,142,215
Amortization to additional paid in capital of premium on convertible notes payable	$	2,390,971		$	582,841
Debt discounts on issuance of convertible notes payable	$	279,350		$	318,115
Forgiveness of related party debt	$	-		$	6,022
Returnable shares issued	$	137,348		$	-
Cash paid for
Interest	$	~~657,239~~-		$	32164,~~034~~858
Income taxes	$	-		$	-

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

ADVANTEGO CORPORATION

Notes to Consolidated Financial Statements

~~Nine~~Three Months Ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 (Unaudited)

Note A – Organization and Business

Organization and Nature of Business

Advantego Corporation (“Advantego,” ~~formerly~~“we,” or the “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., or (“GEII”). ~~was~~From ~~incorporated~~late 2008 through June 2009, GEII engaged in ~~Colorado~~contract gold milling operations in the state of Nevada onin ~~July~~the 21United States. GEII had not had any business operations since it disposed of its wholly owned subsidiary, ~~1988~~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 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.”

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.

~~The~~We ~~Company~~also ~~has~~provide ~~been developing~~ a ~~proprietary~~subscription-based ~~software~~online ~~system~~directory ~~that~~listing ~~helps~~services ~~publicly~~and ~~traded~~were ~~company~~a ~~increase~~reseller ~~the efficiency~~ of ~~consolidating accounting~~software ~~and~~that ~~financial~~allows ~~information~~potential ~~for reporting~~ customers to ~~SEC.~~better ~~Certain~~locate ~~modules~~an ~~are~~auto ~~complete~~collision ~~and~~center, ~~are~~or ~~available~~any tobusiness, ~~the public~~ on athe ~~stand-alone basis~~internet. ~~The system is targeted to be fully completed in first quarter 2020.~~

The Company has a number of Strategic Partners with proprietary technology that the Company uses and distributes as part of its product lines of services and solutions. The Company offers a variety of these as stand-alone products tailored specifically to targeted industries as well as combining these with multiple software applications for large enterprises, affiliate networks and franchise operators delivering comprehensive, all-inclusive, managed bundled solutions.

The Company began Product Design, Engineering and Manufacturing services beginning in first quarter of 2019 and are finalizing completion of working prototypes for specific products in the audiological market. The Company expects revenue to begin from this investment in first quarter 2020. The Company also licenses Intellectual Property from its vast library of Strategic Partners for current and future projects.

Basis of Presentation

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

These financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited financial statements for the year ended December 31, 2018, included in our Annual Report on Form 10-K for the year ended December 31, 2018.

In the opinion of management, the accompanying financial statements contain all accruals and adjustments (each of which is of a normal recurring nature) necessary for a fair presentation of the Company’s financial position as of September 30, 2019 and the results of its operations for the nine months then ended. Results for the interim period presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Going Concern

The consolidated financial statements infor ~~this~~the ~~report~~three months ended March 31, 2020 and 2019 have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that ~~the~~our ~~Company’s~~ assets will be realized, and liabilities settled in the ordinary course of business. Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should ~~the~~we ~~Company~~ be unable to continue as a going concern. The Company has not yet achieved profitable operations, has negative working capital, has accumulated losses of $3(4,~~757~~664,~~585~~625), since its inception ~~through~~ ~~September~~through 30March 31, ~~2019~~2020, and ~~expects~~may to incur further losses in the development of its business, all of which ~~raises~~casts substantial doubt about the Company’s ability to continue as a going concern. ~~Though~~We ~~the Company’s line of business involves proven technologies, the Company~~ can offer no assurances that itwe will be able to obtain adequate financing to implement ~~its~~our business plan and remain a going concern.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-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. The Covid 19 pandemic has impacted our business resulting in the cancellation of certain business contracts and hindered our ability to raise additional capital.

Note B – Summary of Significant Accounting Policies

Fair Value of Financial Instruments

The Company accounts for fair value measurements in accordance with accounting standard ASC 820-10-50, “Fair Value Measurements.” This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

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

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

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

Use of Estimates

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

Concentration of Credit Risk

From time to time our cash balances, held at major financial institutions, exceed the federally insured limits of $250,000. Our management believes that the financial institutions are financially sound, and the risk of loss is low. Our cash balances did not exceed ~~federally~~ federally insured limits at ~~September~~March 3031, ~~2019~~2020 or December 31, ~~2018~~2019.

All of the Company’s revenues during the three and nine months ended September 30, 2019 and 2018 and 100% of the accounts receivable at September 30, 2019 and December 31, 2018 were with one customer. This customer is a certifier of automobile collision repair shops, which distributes the Company’s products to the repair shops in its network.

Cash and Cash Equivalents

For the statement of cash flows, any liquid investments with a maturity of three months or less at the time of acquisition are considered to be cash equivalents. The Company ~~has~~had no cash equivalents at ~~September~~March 3031, ~~2019~~2020 or December 31, ~~2018~~2019.

Inventory

The Company’s inventory consists of finished good controller boxes that the Company configures with digital signage software upon customer order. Inventory is stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserve was considered necessary for slow moving or obsolete inventory at September 30, 2019 or December 31, 2018.

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 606,” “Revenue from Contracts ~~with~~ with Customers” following the five steps procedure:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

The Company generates revenue from online directory and digital signage components of its ongoing licensing services it provides to third parties. Revenue from online directory services are recognized over the life of the agreement ranging from one to twelve months. Revenue from digital signage control boxes is recognized at the time of sale and renewal fees are amortized over the term of the renewal, ranging from one to twelve months. The Company recognized $1,610 and $4,781 in online listing sales during the three months ended September 30, 2019 and 2018, respectively. The Company recognized $1,829 and $17,532 in online listing sales during the nine months ended September 30, 2019 and 2018, respectively. The Company recognized $53,504 and $41,200 in digital signage sales during the three months ended September 30, 2019 and 2018, respectively. The Company recognized $82,676 and $143,693 in digital signage sales during the nine months ended September 30, 2019 and 2018, respectively8

AsThe ofCompany ~~September~~generates ~~30,~~revenue ~~2019~~from online directory and ~~December~~digital ~~31,~~signage ~~2018,~~components ~~$46,958~~of ~~and~~its ~~$0,~~ongoing ~~respectively,~~licensing services it provides to third parties. Revenue from online directory services is recognized over the life of the agreement ranging from one to twelve months. Revenue from digital signage ~~license~~control ~~renewals~~boxes ~~sales~~is ~~were~~recognized ~~deferred~~at the time of sale and renewal fees are amortized over the term of the renewal, ranging from one to ~~future~~twelve ~~periods~~months. AsThe ofCompany ~~September~~recognized 30$2,373 ~~2019,~~ and ~~December~~$0 in online listing sales during the three months ended March 31, ~~2018~~2020 and 2019, respectively. The Company recognized $73,~~889~~400 and $08,325 ~~respectively,~~in of digital signage ~~license~~sales ~~renewals costs~~during ~~were~~the ~~deferred~~three tomonths ~~future~~ended ~~periods~~March 31, 2020 and 2019, respectively.

The Company recognized $544 and $2,164 in cost of sales for online listing sales during the three months ended September 30, 2019 and 2018, respectively. The Company recognized $6,521 and $8,115 in cost of sales on online listing sales during the nine months ended September 30, 2019 and 2018, respectively. The Company recognized $17,100 and $26,726 in cost of sales on digital signage sales during the three months ended September 30, 2019 and 2018, respectively. The Company recognized $37,233 and $94,699 in cost of sales on digital signage sales during the nine months ended September 30, 2019 and 2018, respectively.

Management determined no allowance for doubtful accounts was necessary at September 30, 2019 or December 31, 2018.

Stock Based Compensation

We measure stock-based compensation cost ~~relative~~at to the estimated fair value of the awards on the grant date. We recognize the cost over the requisite asservice period, which is typically the ~~awards~~vesting ~~vest~~period.

Income (Loss) Per Share

The computation of basic earnings (loss) per common share is based on the net income (loss) divided by the weighted average number of shares outstanding during each period.

The computation of diluted earnings (loss) per common share is based on the weighted average number of shares outstanding during the ~~period~~ period plus the common stock equivalents as detailed in the following chart. During the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2019~~2020 and ~~2018~~December 31, 2019, the inclusion of these common stock equivalents on the consolidated ~~statement~~statements of operations would have resulted in a ~~weighted~~diluted weighted average shares ~~fully diluted~~ number that was anti-dilutive, and as such they are excluded.

10Fully diluted shares for the three months ended March 31, 2020 and 2019 are as follows:

~~Fully diluted~~ Schedule ~~shares~~of ~~for~~Anti-diluted ~~the~~Weighted ~~three~~Average ~~and~~Shares ~~nine months ended September 30, 2019 and 2018 are as follows:~~Outstanding

	Three Months Ended				Nine Months Ended
	March 31, 2020		March 31, 2019
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Basic weighted average shares outstanding		727,729,478		16,723,323
Basic weighted average shares outstanding		19,744,729		16,520,092		17,727,171		16,020,771
Convertible debt		54,284,660,636		5,942,237
Convertible debt		20,339,402		1,717,856		10,640,995		635,857
Warrants		-		181,818
Series B preferred stock		10,909		10,909		10,909		10,909
Series A convertible preferred stock		980,000		-
Warrants		-		181,818		-		181,818
Series B convertible preferred stock		10,909		10,909-
Fully diluted weighted average shares outstanding		4055,~~095~~013,~~040~~381,023		1822,~~430~~858,~~675~~287		~~28,379,075~~		~~16,849,335~~

Income Taxes

Income taxes are accounted for under the liability method. Under the liability method, future tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statements and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantially enacted income tax rates expected to apply when the asset is realized, or the liability settled.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit ~~carry-forwards~~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 of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax law and rates on the date of enactment.

Effect of New Accounting Pronouncements

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

Note C – ~~Prepaid~~Convertible ~~Expenses~~Notes Payable

The Company has capitalized certain expenses as prepaid expenses. These include rent and vendor deposits, and prepaid insurance. Additionally, we have classified $137,384 as a prepaid expense for Returnable Shares issued as a commitment fee on a convertible note (See Note E(u)). Total prepaid expenses at September 30, 2019 and December 31, 2018, are as follows;

	September 30, 2019		December 31, 2018
Prepaid Insurance	$	6,712	$	3,845
Deposits		5,154		3,763
Returnable Shares		137,384		-
Total	$	149,250	$	7,608

Note D – Pre-Production Costs

	September 30, 2019		December 31, 2018
Engineering, Pre-Production Costs (new products)*		85,000		-
Software Development (new products)**		63,000		-
Total	$	148,000	$	-

*We are capitalizing pre-production costs in accordance with ASC 340-10. Development costs will be amortized on a per unit basis over the life of the product once we begin selling the product.

**We have begun capitalizing software development costs during the nine months ended September 30, 2019 in accordance with ASC 985.

Software computer costs for computer software that is to be used as an integral part of a product or process is capitalized after the following conditions are met;

a. Technological feasibility has been established for the software. b. All research and development activities for the other components of the product or process have been completed.

Capitalization of computer software costs shall cease when the product is available for general release to customers. The capitalized costs will then be amortized on a per unit basis.

Note E – Convertible Notes Payable

Convertible Notes Payable

We have uncollateralized convertible debt obligations with unaffiliated investors outstanding at ~~September~~March 3031, ~~2019~~2020 and December 31, ~~2018~~2019 as follows:

	September 30, 2019													December 31, 2018
Note	Principal		Less Debt Discount			Plus Premium		Net Note Balance		Accrued Interest		Principal		Less Debt Discount			Plus Premium		Net Note Balance		Accrued Interest
(a)	$	75,000	$	-		$	-	$	75,000	$	3,000	$	75,000	$	(33,599	)	$	56,250	$	97,651	$	1,134
(b)		-		-			-		-		-		50,000		-			-		50,000		2,713
(c)		65,850		-			-		65,850		6,950		125,000		(11,250	)		68,072		181,822		4,500
(d)		-		-			-		-		-		63,000		(4,980	)		34,308		92,328		2,016
(e)		-		-			-		-		-		65,000		(5,214	)		35,561		95,347		2,582
(f)		-		-			-		-		-		125,000		(12,003	)		58,829		171,826		5,417
(g)		-		-			-		-		-		150,000		(13,978	)		70,023		206,045		6,700
(h)		-		-			-		-		-		50,000		(5,597	)		35,401		79,804		1,111
(i)		273,000		(5,317	)		20,451		288,134		8,572		273,000		(37,942	)		145,942		381,000		2,791
(j)		-		-			-		-		-		-		-			-		-		-
(k)		70,826		(6,243	)		59,697		124,280		4,449		-		-			-		-		-
(l)		-		-			-		-		-		-		-			-		-		-
(m)		-		-			-		-		-		-		-			-		-		-
(n)		27,100		(11,241	)		59,632		75,491		-		-		-			-		-		-
(o)		100,000		(187	)		52,625		152,438		6,250		-		-			-		-		-
(p)		40,820		(2,682	)		29,583		67,721		3,028		-		-			-		-		-
(q)		32,500		(1,429	)		24,081		55,152		4,828		-		-			-		-		-
(r)		610,000		(23,917	)		592,268		1,178,351		29,890		-		-			-		-		-
(s)		88,000		(6,264	)		33,407		115,143		3,789
(t)		63,000		(2,032	)		33,804		94,772		3,171
(u)		282,000		(8,181	)		36,984		310,803		10,504
(v)		40,000		(4,988	)		16,443		51,455		1,567
(w)		69,300		(8,747	)		33,825		94,378		2,304
(x)		170,000		(11,050	)		73,667		232,617		5,950
(y)		200,000		(11,410	)		150,727		339,317		5,278
(z)		63,000		(5,164	)		33,367		91,203		1,036
(aa)		75,000		(10,174	)		49,237		114,063		1,675
(bb)		69,300		(11,308	)		37,858		95,850		1,126
(cc)		100,000		(7,550	)		55,926		148,376		1,611
(dd)		88,000		(2,994	)		86,420		171,426		1,525
Totals	$	2,602,696	$	(143,545	)	$	1,480,002	$	3,939,153	$	106,503	$	976,000	$	(124,563	)	$	504,386	$	1,355,823	$	28,964

Schedule of Convertible Notes Payable

	March 31, 2020												December 31, 2019

Note		Principal			Less Debt Discount			Plus Premium		Net Note Balance		Accrued Interest		Principal		Less Debt Discount			Plus Premium		Net Note Balance		Accrued Interest
(a)	$	65,187	$		-		$	-	$	65,187	$	7,553	$	66,691	$	-		$	-	$	66,691	$	5,177
(c)		45,610			-			-		45,610		10,785		49,925		-			-		49,925		8,584
(i)		273,000			-			-		273,000		30,867		273,000		-			-		273,000		11,070
(k)		67,101			-			-		67,101		8,510		67,101		(1,076	)		10,293		76,318		6,156
(n)		8,800			(8,891	)		47,166		47,075		-		8,800		(10,066	)		53,399		52,133		-
(o)		100,000			-			-		100,000		13,007		100,000		(62	)		17,542		117,480		8,750
(p)		26,540			-			-		26,540		2,842		26,540		(982	)		10,833		36,391		1,254
(q)		200			-			-		200		4,942		200		(369	)		15,757		15,588		4,936
(r)		610,000			-			-		610,000		61,564		610,000		(10,792	)		267,243		866,451		433,615
(s)		85,380			(764	)		4,074		88,690		8,068		85,380		(3,514	)		18,741		100,607		5,940
(t)		63,000			(282	)		4,691		67,409		6,946		63,000		(1,157	)		19,247		81,090		5,061
(u)		282,000			-			-		282,000		23,506		282,000		-			-		282,000		14,284
(v)		40,000			(888	)		2,928		42,040		3,564		40,000		(2,938	)		9,685		46,747		2,567
(w)		65,185			(3,261	)		12,611		74,535		5,095		65,185		(6,004	)		23,218		82,399		3,632
(x)		165,800			(2,550	)		17,000		180,250		14,068		165,800		(6,800	)		45,333		204,333		9,934
(y)		200,000			(3,660	)		48,347		244,687		15,264		200,000		(7,535	)		99,537		292,002		10,278
(z)		63,000			(1,914	)		12,367		73,453		8,506		63,000		(3,539	)		22,867		82,328		2,296
(aa)		282,641			(3,923	)		18,988		297,706		35,311		282,641		(7,049	)		34,113		309,705		35,311
(bb)		69,300			(4,408	)		14,758		79,650		4,240		69,300		(7,858	)		26,308		87,750		2,685
(cc)		100,000			(3,050	)		22,592		119,542		6,604		100,000		(5,300	)		39,259		133,959		4,111
(dd)		88,000			(1,245	)		35,915		122,670		6,798		88,000		(2,118	)		61,168		147,048		4,165
(ee)		950			-			-		950		-		-		-			-		-		-
Totals	$	2,701,694		$	(34,836	)	$	241,437	$	2,908,295	$	278,040	$	2,706,563	$	(77,159	)	$	774,541	$	3,403,945	$	181,466

Each individual note is described below and debt discount amortization, debt premium amortization and interest expense for the three-month period ended September 30, 2019 is disclosed. Debt discount amortization for the nine month period ended September 30, 2019 and 2018 was $260,368 and $64,236 respectively while debt premium amortization for these same nine month periods was $2,390,970 and $582,841 respectively and interest expense for the same nine month periods was $732,325 and $71,744 respectively.10

~~(a) On~~From ~~May~~January 1517, ~~2018~~2019, through August 7, 2019, the Company ~~entered~~issued ~~into~~nineteen an(19) ~~uncollateralized~~Convertible ~~note~~Promissory ~~payable~~Notes ~~with~~to anthird ~~unaffiliated~~parties ~~investor~~ ranging in ~~the~~face ~~amount~~values from a low of $7540,000~~. The~~ ~~note~~to ~~carries~~a anhigh ~~interest~~of ~~rate~~$610,000 all with maturity dates ranging of ~~12%~~nine ~~and~~(9) ~~matures~~months onto ~~November~~one ~~15,~~(1) ~~2019~~year. ~~The~~Annual interest ~~note~~rates ~~and~~ranged ~~accrued~~from ~~interest,~~a orlow ~~any~~of ~~portion~~0% ~~thereof,~~ to a high of 12%. All notes are convertible at ~~the~~any ~~option~~time after 6 months of the ~~lender,~~funding of the note into a variable number of the Company’s common stock, atbased on a conversion rate offrom 6058% to 62% of the ~~lowest~~of ~~market~~the lowest trading price from ~~per~~a ~~share~~range ~~during~~of 15 to 25 of the 20previous days ~~preceding~~to conversion. AtWhen the ~~note’s~~Company ~~inception~~received proceeds, ~~there~~proceeds ~~was~~ranged anfrom ~~original issue discount of~~ $331,~~750~~800 ato ~~transaction fee of~~ $2557,~~000~~500, after ~~and~~disbursements afor ~~finder~~the lender’s ~~fee~~transaction ~~of $5~~costs,~~500,~~ fees and expenses which in ~~the~~ aggregate resulted in a total discount ofranging from $~~11,250~~500 to be$52,500 that are amortized to interest expense over the life of ~~the~~each 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 premiums ~~a premium~~ on the note(s) ofranging from $~~150~~42,~~000~~200 to $1,300,101 as a reduction to additional paid-in capital based on a discounted “if-converted” rates ~~rate~~from of$ .04 to $ .5133 per share ~~(60%~~based ofon the ~~$.85~~trading ~~lowest~~prices ~~trading~~ranging ~~price~~from ~~during~~15 ~~the~~to 2025 days preceding the note’s issuance), which computed to ~~126,000~~a ~~shares~~range of “181,159 to 3,080,808 shares ‘if- converted”’ common stock with a redemption ~~value of~~values between $~~192~~67,~~780~~029 and $191,101 due to the range from $1.5306 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. On April 24, 2019, the maturity date on the note was extended until May 15, 2020 and the redemption date was extended to November 15, 2019 in exchange for a $38,188 cash payment. Debt discount and premium amortizations for the three months ended September 30, 2019 totaled $0 and $0, respectively, while interest expense was $2,250.

~~(b)~~During Onthe ~~June~~three ~~11,~~months ~~2018,~~ended weMarch ~~issued~~31, a2020 ~~fixed~~and ~~price~~2019, ~~convertible note payable in~~ the ~~amount~~Company ofreceived $500 and $1,~~000~~142,250, respectively, asin aproceeds ~~commitment~~from ~~fee~~issuance toof ~~Tangiers~~convertible ~~in order~~notes, toand ~~provide~~made arepayments ~~long-term~~of ~~funding~~$0 ~~facility for our operations~~and $253,000, respectively. ~~The~~During ~~note~~the ~~bears~~three ~~interest~~months atended ~~10%~~March ~~per~~31, ~~year~~2020, ~~is due~~ and ~~payable on January 11,~~ 2019, ~~and~~the isCompany ~~convertible~~converted ~~into shares of our common stock at a fixed rate of~~ $~~1.44~~5,819 ~~per share. Under the investment~~and ~~agreement~~$0, respectively, ~~Tangiers~~in ~~has~~principal ~~agreed~~and to$8,021 ~~provide us with up to~~ and $50,~~000~~ respectively,~~000~~ ofin ~~funding~~accrued ~~during~~interest aon ~~three-year~~convertible ~~period.~~notes ~~This~~to ~~investment~~common ~~agreement is~~stock. ~~pending~~Debt ~~approval~~discount ofand ~~our~~premium ~~S-1~~amortizations ~~filing.~~for ~~This~~the ~~commitment~~three ~~fee~~months ended isMarch ~~deemed~~31, an2020, ~~offering~~totaled ~~cost~~$42,325 ~~along with an associated beneficial conversion~~and ~~feature of~~ $14533,~~236~~106, respectively, ~~for~~while ~~total~~interest ~~offering~~expense ~~costs~~was of $64104,~~236 being reported as a non-current asset to be amortized to additional paid-in~~595. ~~capital~~Debt ~~pro-rata~~discount inand ~~conjunction~~premium ~~with~~amortizations ~~each~~for ~~future~~the ~~long-term~~three ~~funding~~months ~~tranche~~ended ~~received~~March ~~from~~31, ~~Tangiers.~~2019, Ontotaled ~~June 7~~$70,465 ~~2019~~and $485,670, respectively, ~~this~~while ~~note was~~interest ~~paid~~expense inwas ~~full~~$31,561.

~~(c)~~Note OnD ~~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 CompanyStockholders’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 6, 2018, when the Company received proceeds of $106,250, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $18,750 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $113,454 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.42 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 502,008 shares of “if-converted” common stock with a redemption value of $238,454 due to $0.475 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $1,875 and $11,345, respectively, while interest expense was $1,912. On August 19, 2019 the investor converted $11,000 in principal and $1,025 in accrued interest into 447,154 and 41,677 shares of common stock respectively at a price of $.0246 per share. On September 10, 2019, the investor converted $5,000 in principal and $493 in accrued interest into 915,525 shares of common stock at a price of $.006 per share. On September 24, 2019 the investor converted $3,150 in principal and $321 in accrued interest into 964,322 shares of common stock at a price of $.0036 per share.

(d) On August 2, 2018 the Company issued a convertible promissory note with a face value of $63,000, maturing on August 2, 2019, and a stated interest of 8% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 6, 2018, when the company received proceeds of $54,700, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $8,300 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $57,181 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.42 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 253,012 shares of “if-converted” common stock with a redemption value of $120,181 due to $0.475 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on March 25, 2019.

(e) On August 2, 2018 the Company issued a convertible promissory note with a face value of $65,000, maturing on August 2, 2019, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 7, 2018, when the Company received proceeds of $56,350, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $8,650 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $58,996 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.42 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 261,044 shares of “if-converted” common stock with a redemption value of $123,996 due to $0.475 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on February 1, 2019.

(f) On August 2, 2018 the Company issued a convertible promissory note with a face value of $125,000, maturing on May 2, 2019, and a stated interest of 12% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 20, 2018, when the Company received proceeds of $101,850, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $23,150 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $113,454 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.42 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 502,008 shares of “if-converted” common stock with a redemption value of $238,454 due to $0.475 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on February 22, 2019.

(g) On August 9, 2018 the Company issued a convertible promissory note with a face value of $150,000, maturing on May 9, 2019, and a stated interest of 12% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the average of 2 lowest trading prices for the 20 days prior to conversion. The note was funded on August 16, 2018, when the Company received proceeds of $122,250, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $27,750 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $139,017 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.43 per share (60% of the average of 2 lowest trading day prices during the 20 days preceding the note’s issuance), which computed to 578,034 shares of “if-converted” common stock with a redemption value of $289,017 due to $0.50 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on April 5, 2019. The remaining debt discount and debt premium was fully amortized at the time of the payoff in the amount of $4,728 and $23,684, respectively, while interest expense was $95,061 of which $94,529 was for pre-payment penalties.

(h) On September 17, 2018 the Company issued a convertible promissory note with a face value of $50,000, maturing on September 17, 2019, and a stated interest of 8% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 61% of the lowest trading price for the 20 days prior to conversion. The note was funded on September 20, 2018, when the Company received proceeds of $42,250, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $7,750 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $49,016 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.50 per share (61% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 163,934 shares of “if-converted” common stock with a redemption value of $99,016 due to $0.604 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on May15, 2019. The remaining debt discount and debt premium was fully amortized at the time of the payoff in the amount of $3,660 and $23,146, respectively, while interest expense was $25,056 of which $25,000 was for pre-payment penalties.

(i) On November 14, 2018 the Company issued a convertible promissory note with a face value of $273,000, maturing on November 14, 2019, and a stated interest of 8% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 62% of the lowest trading price for the 20 days prior to conversion. The note was funded on November 14, 2018, when the Company received proceeds of $250,000, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $43,000 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $167,323 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.40 per share (62% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 668,004 shares of “if-converted” common stock with a redemption value of $440,323 due to $0.64 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $10,875 and $41,831, respectively, while interest expense was $5,460. On May 8, 2019, exchange for $120,181 in cash, the investor extended the maturity date of the note to March 15, 2020. This payment consisted of $109,582 in extension fees that were classified as an interest expense.

(j) On January 3, 2019 the Company issued a convertible promissory note with a face value of $105,000, maturing on January 3, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on January 7, 2019, when the Company received proceeds of $91,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $13,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $270,000 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.14 per share (60 % of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 1,250,000 shares of ‘if-converted’ common stock with a redemption value of $375,000 due to $0.30 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. This note (including accrued interest) was paid in full on June 26, 2019.

(k) On January 17, 2019 the Company issued a convertible promissory note with a face value of $75,000, maturing on January 17, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 25 days prior to conversion. The note was funded on January 25, 2019, when the Company received proceeds of $59,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $15,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $148,214 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.14 per share (60% of the lowest trading price during the 25 days preceding the note’s issuance), which computed to 892,857 shares of ‘if-converted’ common stock with a redemption value of $223,214 due to $0.25 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $3,875 and $37,054, respectively, while interest expense was $4,875. On September 17, 2019, the investor converted $2,400 of principal and $750 in loan fees into 761,905 and 238,095 shares of common stock respectively at a price of $.00315 per share. On September 24, 2019, the investor converted $1,774 of principal and $750 of loan fees into 844,857 and 357,143 shares of common stock respectively at a price of $.0021 per share.

(l) On February 5, 2019 the Company issued a convertible promissory note with a face value of $78,000, maturing on February 5, 2020, and a stated interest of 12 % to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 58% of the average of 2 lowest trading prices for the 15 days prior to conversion. The note was funded on February 8, 2019, when the Company received proceeds of $74,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $3,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $149,276 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.15 per share (58% of $0.25 - the average of 2 lowest trading day prices during the 15 days preceding the note’s issuance), which computed to 537,931 shares of ‘if-converted’ common stock with a redemption value of $227,276 due to $0.42 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $2,119 and $90,395, respectively, while interest expense was $37,662. On August 7, 2019, the principal amount of this amount of this note plus $37,662 in accrued interest and penalty interest was paid in cash.

(m) On February 6, 2019 the Company issued a convertible promissory note with a face value of $65,000, maturing on February 6, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on February 7, 2019, when the Company received proceeds of $56,350, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $8,650 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $107,250 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.25 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 433,333 shares of ‘if-converted’ common stock with a redemption value of $172,250 due to $0.398 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $5,214 and $64,648, respectively, while interest expense was $30,388. On August 2, 2019, the principal amount of this amount of this note plus $30,088 in accrued interest and penalty interest was paid in cash.

(n) On February 13, 2019 the Company issued a convertible promissory note with a face value of $50,000, maturing on February 13, 2022, and a stated interest of 0% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on February 21, 2019, when the Company received proceeds of $35,900, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $14,100 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $74,800 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.25 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 333,333 shares of ‘if-converted’ common stock with a redemption value of $124,800 due to $0.374 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $1,175 and $6,233, respectively, while interest expense was $0. On August 21, 2019, the investor converted $22,900 of principal into 609,756 shares of common stock at a price of $.0246 per share. On September 17, 2019, the investor converted $4,500 of principal into 1,000,000 shares of common stock at a price of $.0045 per share. On September 23, 2019, the investor converted $3,400 of principal into 1,333,333 shares of common stock at a price of $.003 per share.

(o) On February 14, 2019 the Company issued a convertible promissory note with a face value of $100,000, maturing on February 14, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on February 15, 2019, when the Company received proceeds of $99,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $140,333 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.25 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 666,666 shares of ‘if-converted’ common stock with a redemption value of $240,333 due to $0.361 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $125 and $$35,083, respectively, while interest expense was $2,500.

(p) On February 19, 2019 the Company issued a convertible promissory note with a face value of $50,000, maturing on February 19, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on February 22, 2019, when the Company received proceeds of $43,200, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $6,800 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $75,000 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.30 per share (60% of the lowest trading price during the 20 days preceding the note’s issuance), which computed to 277,777 shares of ‘if-converted’ common stock with a redemption value of $125,000 due to $0.450 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $1,700 and $18,750, respectively, while interest expense was $1,250. On September 19, 2019, the investor converted $4,860 of principal into 900,000 shares of common stock at a price of $.0054 per share. On September 24, 2019, the investor converted $4,320 of principal into 1,200,000 shares of common stock at a price of $.006 per share.

(q) On February 25, 2019, the Company issued a convertible promissory note with a face value of $68,000, maturing on February 25, 2020, and a stated interest of 12% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the average of 2 lowest trading prices for the 15 days prior to conversion. The note was funded on February 27, 2019, when the Company received proceeds of $64,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $3,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $58,974 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.33 per share (60% of the average of 2 lowest trading day prices during the 15 days preceding the note’s issuance), which computed to 343,174 shares of ‘if-converted’ common stock with a redemption value of $126,974 due to $0.370 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $875 and $14,744, respectively, while interest expense was $4,828. On August 27, 2019, the investor converted $10,000 of principal into 666,667 shares of common stock at a price of $.015 per share. On September 23, 2019, the investor converted $4,100 of principal into 953,488 shares of common stock at a price of $.0043 per share. On September 24, 2019, the investor converted $5,400 of principal into 1,255,814 shares of common stock at a price of $.0043 per share. On September 25, 2019, the investor converted $5,400 of principal into 1,255,814 shares of common stock at a price of $.0043 per share. On September 25, 2019, the investor converted $5,400 of principal into 1,255,814 shares of common stock at a price of $.0043 per share. On September 27, 2019, the investor converted $5,200 of principal into 1,238,095 shares of common stock at a price of $.0042 per share.

(r) On March 14, 2019 the Company issued a convertible promissory note with a face value of $610,000, maturing on March 14, 2020, and a stated interest of 9% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of shares the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on March 14, 2019, when the Company received proceeds of $557,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $52,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $1,300,101 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.20 per share (60% of $0.33 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 3,080,808 shares of ‘if-converted’ common stock with a redemption value of $1,910,101 due to $0.620 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three months ended September 30, 2019, totaled $13,125 and $325,025, respectively, while interest expense was $13,725.

(s) On April 24, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $88,000, maturing on April 24, 2020, and a stated interest of 10.00 % to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the lowest trading price for the 20 days prior to conversion. The note was funded on April 25, 2019, when the Company received proceeds of $77,000, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $11,000 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $58,666 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.24 per share (60 % of $0.40 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 366,666 shares of ‘if-converted’ common stock with a redemption value of $146,666 due to $0.400 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $2,750 and $14,667, respectively, while interest expense was $2,200.

(t) On April 26, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $63,000, maturing on April 26, 2020, and a stated interest of 12.00 % to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the average of 2 lowest trading prices for the 15 days prior to conversion. The note was funded on April 29, 2019, when the Company received proceeds of $59,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $3,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $58,227 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.23 per share (60 % of $0.39 - the average of 2 lowest trading day prices during the 15 days preceding the note’s issuance), which computed to 272,727 shares of ‘if-converted’ common stock with a redemption value of $121,227 due to $0.445 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $875 and $14,557, respectively, while interest expense was $1,890.

(u) On May 1, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $282,000, maturing on November 01, 2019, and a stated interest of 9.00 % to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the average of 2 lowest trading prices for the 20 days prior to conversion. The note was funded on May 1, 2019, when the Company received proceeds of $234,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $47,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $214,748 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.22 per share (60 % of $0.37 - the average of 2 lowest trading day prices during the 20 days preceding the note’s issuance), which computed to 1,273,712 shares of ‘if-converted’ common stock with a redemption value of $496,748 due to $0.39 per share fair market value of the Company’s stock on the note’s date of issuance. Additionally, the Company issued 361,538 shares of common stock (“Returnable Shares) to the lender as a commitment fee. The Returnable Shares must be returned to the Company if the note is fully repaid and satisfied prior to 180 days from the issue date. As such, the Returnable Shares were valued at $0.38 fair market value on their date of issuance, and their total value of $137,384 has been recorded as a prepaid expense (see Note F). Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $23,750 and $107,374, respectively, while interest expense was $6,345.

(v) On May 7, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $40,000, maturing on May 07, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the lowest trading price for the 25 days prior to conversion. The note was funded on May 9, 2019, when the Company received proceeds of $31,800, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $8,200 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $27,029 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.22 per share (60 % of $0.37 - the lowest trading price during the 25 days preceding the note’s issuance), which computed to 181,159 shares of ‘if-converted’ common stock with a redemption value of $67,029 due to $0.370 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $2,050 and $6,757 respectively, while interest expense was $1,000.

(w) On May 16, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $69,300, maturing on May 16, 2020, and a stated interest of 9% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on May 17, 2019, when the Company received proceeds of $56,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $12,800 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $49,500 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.21 per share (60 % of $0.35 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 330,000 shares of ‘if-converted’ common stock with a redemption value of $118,800 due to $0.360 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $2,743 and $10,607, respectively, while interest expense was $1,559.

(x) On May 23, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $170,000, maturing on May 23, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the lowest trading price for the 20 days prior to conversion. The note was funded on May 24, 2019, when the Company received proceeds of $153,000, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $17,000 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $113,333 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.19 per share (60 % of $0.32 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 885,416 shares of ‘if-converted’ common stock with a redemption value of $283,333 due to $0.320 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $4,250 and $28,333, respectively, while interest expense was $4,250.

(y) On June 25, 2019 the Company issued a convertible promissory note (the “Note”) with a face value of $200,000, maturing on June 25, 2020, and a stated interest of 10.00 % to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the Company’s common stock, based on a conversion rate of 60.00 % of the lowest trading price for the 20 days prior to conversion. The note was funded on June 25, 2019, when the Company received proceeds of $184,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $15,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $204,762 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.08 per share (60 % of $0.14 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 2,380,952 shares of ‘if-converted’ common stock with a redemption value of $404,762 due to $0.170 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $3,875 and $51,190, respectively, while interest expense was $5,000.

(z) On July 10, 2019 the Company issued a convertible promissory note with a face value of $63,000, maturing on July 10, 2020, and a stated interest of 8% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on July 16, 2019, when the company received proceeds of $56,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $6,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $42,000 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.08 per share (60% of $0.13 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 801,526 shares of ‘if converted’ common stock with a redemption value of $105,000 due to $0.131 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $1,336 and $8,633, respectively, while interest expense was $1,036.

(aa) On July 15, 2019 the Company issued a convertible promissory note with a face value of $75,000, maturing on July 15, 2020, and a stated interest of 12% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on July 23, 2019, when the company received proceeds of $62,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $12,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $60,496 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.08 per share (60% of $0.13 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 954,198 shares of ‘if converted’ common stock with a redemption value of $135,496 due to $0.142 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $2,326 and $11,259, respectively, while interest expense was $1,675.

(bb) On July 19, 2019 the Company issued a convertible promissory note with a face value of $69,300, maturing on July 19, 2020, and a stated interest of 9% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on July 25, 2019, when the company received proceeds of $55,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $13,800 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $46,200 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.07 per share (60% of $0.12 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 962,500 shares of ‘if converted’ common stock with a redemption value of $115,500 due to $0.120 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $2,492 and $8,342, respectively, while interest expense was $1,126.

(cc) On July 31, 2019 the Company issued a convertible promissory note with a face value of $100,000, maturing on August 20, 2020, and a stated interest of 10% to a third-party investor. The note is convertible at any time after 6 months of the funding of the note into a variable number of the company’s common stock, based on a conversion rate of 60% of the lowest trading price for the 20 days prior to conversion. The note was funded on August 2, 2019, when the company received proceeds of $91,000, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $9,000 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $66,667 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.04 per share (60% of $0.06 - the lowest trading price during the 20 days preceding the note’s issuance), which computed to 2,688,172 shares of ‘if-converted’ common stock with a redemption value of $166,667 due to $0.062 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $1,450 and $10,741, respectively, while interest expense was $1,611.

(dd) On August 7, 2019 the Company issued a convertible promissory note with a face value of $88,000, maturing on August 7, 2020, and a stated interest of 12.00 % to a third-party investor. The note is convertible at any time after 0 months of the funding of the note into a variable number of the company’s common stock, based on a conversion rate of 60% of the average of 2 lowest trading prices for the 15 days prior to conversion. The note was funded on August 8, 2019, when the company received proceeds of $84,500, after disbursements for the lender’s transaction costs, fees and expenses which in aggregate resulted in a total discount of $3,500 to be amortized to interest expense over the life of the note. Additionally, the note’s variable conversion rate component requires that the note be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the note’s undiscounted face value being deemed a premium to be added to the principal balance and amortized to additional paid-in capital over the life of the note. As such, the Company recorded a premium on the note of $101,011 as a reduction to additional paid-in capital based on a discounted “if-converted” rate of $0.06 per share (60% of $0.06 - the average of 2 lowest trading day prices during the 15 days preceding the note’s issuance), which computed to 2,365,591 shares of ‘if-converted’ common stock with a redemption value of $189,011 due to $0.080 per share fair market value of the Company’s stock on the note’s date of issuance. Debt discount amortization is recorded as interest expense, while debt premium amortization is recorded as an increase to additional paid-in capital. Debt discount and premium amortizations for the three-month period ended September 30, 2019, totaled $506 and $14,590, respectively, while interest expense was $1,525.

Note F – Stockholders’ Equity

Common Stock

WeOn ~~are~~March ~~authorized~~11, 2020, the board of directors amended the Articles of Incorporation to ~~issue~~increase 2the number of authorized common shares to 300,000,000,000 with ~~shares~~a ofpar ~~our~~value of $.0001 ~~par~~per ~~value~~share. ~~common~~On ~~stock~~March 31, of2020 ~~which~~and 33December 31,~~384~~ 2019 there were 783,~~036~~029,648 and 16487,~~712~~359,~~819~~288 shares ~~were~~ issued and outstanding ~~at September 30, 2019 and December 31, 2018~~ respectively.

~~Nine~~During ~~Months~~the ~~Ended~~three ~~September~~months 30ended March 31, ~~2019:~~2020, unaffiliated holders of our convertible notes payable elected to convert $5,819 of principal into 96,984,801 shares of our common stock and $8,021 in accrued interest into 198,685,559 shares of common stock at prices per share between $.00004 and $.00006 per share at rates discounted from the stock’s fair market value on each conversion date based on discount rates specified in each respective note.

~~The~~There ~~Company~~were ~~issued~~no ~~16,309,679~~issuances ~~shares~~ of common stock ~~for~~during ~~conversion~~the ofthree ~~$130,904~~months inended ~~convertible~~March ~~debt and $6~~31,~~025~~ ~~in related accrued interest at conversion rates between $~~2019.~~002 and $.025 pursuant to underlying promissory note (Note E).~~

The Company issued 361,538 shares of common stock at their $.38 per share fair market value for total value of $137,384. These shares represent a commitment fee to a noteholder and are returnable to the Company if certain conditions are met. These returnable shares reported as a prepaid expense at September 30, 2019 (Note C).

Nine Months Ended September 30, 2018:

The Company issued 110,955 shares of common stock at $.55 per share fair market value for cash to independent investors.

The Company issued 1,166,469 shares of common stock for conversion of $427,775 in convertible debt at various conversion rates pursuant to underlying promissory notes (Note E). The Company also issued 35,781 shares of common stock for conversion of $13,835 in related accrued interest.

The Company issued 389,370 shares of common stock at $.275 per share for settlement of related party debt and related accrued interest totaling $107,077.

The Company issued 95,890 shares of common stock for payment of accrued officer wages totaling $38,500, along with 17,273 shares of common stock for payment of accrued expenses totaling $13,818.

The Company issued 20,000 shares of common stock valued at $15,000 to secure a line of credit.

Warrants

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

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

During May and June 2018, various Series B warrant holders elected to exercise their warrants prior to their June 30, 2018 expiration. As such, the Company issued 19,636 shares of common stock at $1.10 per share for $21,600. The Series C warrants expired on June 30, 2019. There are currently no outstanding warrants.

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

	Number of Warrants
Balance, December 31, 2017		545,454
Granted		(19,636	)
(Exercised)		(162,182	)
(Forfeited/expired)		(181,818	)
Balance, December 31, 2018		181,818
Granted		-
(Exercised)		-
(Forfeited/expired)		(181,818	)
Balance, September 30, 2019		-

Preferred Stock

Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of various series of preferred stock. Subject to the ~~requirements~~ requirements of the Colorado Business Corporation Act, the Board of Directors may issue the preferred stock in series with rights and preferences as the Board of Directors may determine appropriate, without shareholder approval. As of September 30, 2019 and December 31, 2018, 4,500,000 Series B Preferred shares had been authorized for issuance, and 240,000 Series B preferred shares were issued and outstanding. These 240,000 Series B shares are convertible into 10,909 common shares.

~~Other~~The Company has designated 4,500,000 Series B Convertible Preferred shares, of which 240,000 shares were issued and outstanding at March 31, 2020 and December 31, 2019. These 240,000 Series B shares are convertible into 10,909 common shares. There were no issuances of Series B convertible preferred stock during the three months ended March 31, 2020 or 2019.

~~During~~The ~~the~~Company ~~nine~~has ~~months~~also ~~ended~~designated ~~September 30~~1,000,000 ~~2019~~shares ~~and~~of ~~2018,~~Series ~~the~~A ~~Company~~Convertible ~~recorded~~Preferred inShares. ~~additional~~These ~~paid-in~~shares ~~capital~~entitle athe ~~premium~~holder onto ~~convertible~~$0.01 per share ~~debt~~dividend when declared by the Board of $3Directors,~~366,586~~ and $1,~~142,215,~~000 ~~respectively,~~votes ason ~~well~~all asmatters ~~accretion~~submitted ofto a vote by the ~~premium~~shareholders. Each Series A convertible share may be converted into one share of $2our common stock. There were 980,~~390~~000 and 80,~~971~~000 shares of Series A convertible preferred stock at March 31, 2020 and ~~$582~~December 31,~~841~~ 2019, respectively ~~(Note E)~~.

~~During the nine months ended September 30, 2018, the Company recorded in additional paid-in capital $14,236 of deferred offering costs, as well as $6,022 of related party debt forgiveness.~~11

~~Note~~On G–January ~~Material~~15, ~~Agreements~~2020, Robert W. Ferguson, our CEO, and Fred J. Popke, our COO, were each issued 450,000 shares of Series A convertible preferred stock in exchange for $25 each in services rendered. There were no issuances of Series A convertible preferred stock during the three months ended March 31, 2019.

1.Note OnE ~~May~~– ~~26,~~Related ~~2019~~Party the Company entered into an agreement with Aska Electronics Co., Ltd of China. Aska is a manufacturer of Bluetooth headphones, sport earbuds and associated listening devices and provides its products as an OEM and as an ODM for projects worldwide.Transactions

~~Under~~We incur various consulting, management, and software licensing expenses with our officers, directors, and companies owned by our officers and directors. During the ~~Agreement:~~three months ended March 31, 2020 and 2019, we incurred $0 and $117,378, respectively, with these individuals and companies, and we had payable balances of $217,500 at March 31, 2020 and December 31, 2019.

●Note F ~~Aska~~– ~~will~~Prepaid provide its design and manufacturing services for the Company’s customers. ● the Company will provide branding, sales and distribution services for existing and newly developed products that Aska manufactures for sale in the North American market; ● the Company will pay a sales commission to Aska equal to 98% of the revenues received from the sales to Aska’s existing clients in North America in which revenue from those clients was approximately $13,922,000 (unaudited). As of the date of this commission has not been paid and no revenues or costs have been accounted for. ● Aska will receive 700,000 shares of the Company’s Series I preferred stock, Each Preferred Share is convertible into one share of the Company’s common stock. As of the date of this report these shares had not been issued.Expenses

~~The~~ Schedule ~~Company, upon no less than thirty days written notice, may redeem the Preferred Shares at a price~~ of ~~$2.00~~Prepaid per share. The Preferred shares will automatically convert into shares of the Company’s common stock if the Company’s common stock closes at a price of $2.20 or more during any 30 consecutive trading days and if the average trading volume of the Company’s common stock during such 30 consecutive trading days is at least 10,000 shares per day.Expenses

A “leak out provision” was established such that Aska may not sell more than 100,000 shares per month.


	March 31, 2020		December 31, 2019
Prepaid insurance	$	-	$	2,238
Deposits for office leases		989		989
Total	$	989	$	3,227

AsNote ofG ~~the~~– ~~date~~Subsequent ~~of this report the Company has not generated any revenue related to this transaction and no shares have been issued.~~Events

~~However,~~The ~~because~~Company ofhas ~~the~~analyzed ~~financial~~events ~~structure~~occurring ofsubsequent ~~the purchase of a percentage of certain profits that were part of the overall distribution rights, the Company was unable~~ to ~~obtain~~March ~~a financial institution that would facilitate the transaction as documented and ASKA~~31, ~~being~~ ~~a Chinese based entity~~2020, isthrough ~~prohibited~~the ~~from~~date ~~certain~~these financial ~~structures.~~statements ~~Accordingly, the agreement has yet to be consummated and may not be consummated under the original terms and the Preferred Shares~~ were ~~never~~ issued~~. Consequently~~, ~~both~~and ~~Companies remain~~noted ~~set on utilizing each’s resources for future business,~~ the ~~anticipated~~following ~~revenues~~material ~~that~~items ~~could~~requiring ~~have~~disclosure ~~possibly been realized are not available at this particular time.~~herein:

2.(1) During ~~The~~the ~~Company~~subsequent ~~signed~~period afrom ~~Strategic~~April ~~Partnership~~1, ~~and~~2020, ~~Manufacturing~~through ~~Agreement~~the ~~with~~date ~~manufacturer~~of ~~and~~this ~~exporter~~filing, ~~Shenzhen~~unaffiliated ~~Ferex~~holders ~~Electrical~~of ~~Co.,~~our ~~Ltd~~convertible ofnotes ~~China~~payable elected to ~~manufacture~~convert ~~and~~$2,185,798 ~~supply~~of ~~electrical~~principal ~~components~~interest and ~~systems~~fees atinto ~~the~~16,417,863,593 ~~end~~shares of ~~2018.~~our ~~The~~common ~~Company~~stock ~~began~~at ~~offering~~prices ~~design,~~ranging ~~engineering~~from ~~and~~$.00003 to ~~manufacturing~~$.001 ~~services~~per toshare ~~its~~at ~~customers~~rates indiscounted from the ~~beginning~~stock’s offair ~~2019.~~market ~~Currently,~~value ~~the~~on ~~Company~~each ~~has~~conversion adate ~~manufacturing~~based ~~contract~~on todiscount ~~provide~~rates ~~these~~specified in ~~services~~each ~~with~~respective ~~AfterMaster~~note. ~~Audio~~These ~~Labs~~conversions ~~regarding~~include ~~two~~$1,674,041 ~~new~~of ~~products~~principal into 13,191,685,756 ~~subject~~shares toof ~~certain~~our ~~financing~~common ~~requirements.~~stock Asand of$484,747 in ~~the~~accrued ~~date~~interest into 2,913,837,679 shares of ~~this~~common ~~filing~~stock. ~~the~~Unaffiliated ~~Company~~convertible ~~has~~debt ~~not~~holders ~~generated~~were ~~any~~issued ~~revenue~~312,340,158 ~~related~~shares toof common ~~this~~stock ~~transaction~~in ~~and~~exchange nofor ~~shares~~$27,010 ~~have~~in ~~been~~conversion ~~issued~~fees.

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

During October and November 2019, the Company issued 80,715,727 shares of common stock for conversion of $65,143 and $4,283 in principal and accrued interest, respectively, of several of its outstanding convertible debt (Note E) at various conversion rates ranging from $.0005 to $.0033 pursuant to the underlying promissory notes.

The Company has evaluated subsequent events through the date the financial statements were issued and filed with the Securities and Exchange Commission. The Company has determined that there are no such events that warrant disclosure or recognition in the financial statements, other than those disclosed above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

Advantego Corporation (“Advantego,” formerly Golden Eagle International, Inc., or “GEII”) was incorporated in Colorado on July 21, 1988. GEII had previously engaged in contract gold milling operations primarily in the state of Nevada in the United States. Advantego Technologies, Inc. is a California corporation formed on July 29, 2016. On October 27, 2016, the Company acquired 100% stock ownership of Advantego Technologies, Inc. in exchange for 11,628,636 (post-split) shares of the Company’s common stock. The stock exchange was deemed a reverse merger, as the management and operations of Advantego ~~have~~ continued,; and Advantego’s management received in the aggregate a majority ownership in GEII as a result of the stock exchange.

On February 1, 2018, we changed our name from GEII to Advantego Corporation and our trading symbol from MYNG to ADGO. On January 31, 2018, our shareholders approved a 1-for-11 reverse stock split, which was effective February 22, 2018. Unless otherwise indicated, all per-share information in this report has been adjusted to reflect this reverse stock split. All references to “the Company,” “we,” “us,” or “our,” include the operations of Advantego Technologies, Inc. consolidated with Advantego.

The Company empowers business innovation as a solutions provider developing stand-alone digital and enterprise software products to capitalize on niche opportunities within a specific market. The Company leverages a proprietary Intelligent Solution Platform combining leading third-party technologies with existing data and systems to deliver a turnkey specialized Business Process as a Service (BPaaS).12

The Company’s ~~products~~empowers ~~are~~business ~~tailored~~innovation ~~specifically~~as toa ~~targeted~~technical ~~industries~~solutions ~~that~~provider ~~can~~developing bestand-alone ~~integrated~~digital ~~with~~and ~~multiple~~enterprise software ~~applications~~products ~~for~~to ~~large~~capitalize ~~enterprises,~~on ~~affiliate~~niche ~~networks~~opportunities ~~and~~within ~~franchise~~a ~~operators~~specific ~~as comprehensive, managed, bundled solutions~~market. The Company~~’s services~~ ~~include~~leverages ~~product~~a ~~design,~~proprietary ~~engineering~~Intelligent ~~and~~Solution ~~OEM~~Platform ~~manufacturing~~combining leading ofthird-party ~~hardware~~technologies ~~products~~with ~~and~~existing ~~licensing~~data and ~~distribution~~systems ofto ~~third-party proprietary~~deliver ~~software~~a ~~and~~turnkey ~~hardware~~specialized ~~from~~Business aProcess ~~host~~as ofa ~~Strategic~~Services ~~Partners.~~(BPaaS) that ~~This~~is ~~business~~both ~~model~~scalable ~~provides~~and acost ~~“one-stop-shop” for our customers~~effective.

WeThe ~~maintain~~Company offers a ~~small~~variety ~~core group~~ of ~~employees~~stand-alone ~~and~~products ~~outsource~~tailored ~~most~~specifically ofto ~~our~~targeted ~~Product~~industries ~~Development,~~as ~~Product~~well ~~Maintenance,~~as ~~Sales~~combining &these ~~Marketing,~~with multiple ~~Accounting,~~software ~~Investor~~applications ~~Relations,~~for ~~Legal~~large enterprises, ~~and~~affiliate ~~Project~~networks ~~Management~~and ~~services.~~franchise Weoperators ~~feel~~delivering ~~this~~comprehensive, ~~approach is more cost~~all-~~effective~~inclusive, ~~provides~~managed ~~greater~~bundled ~~flexibility, and resources can be applied quickly to specific projects and tasks as needed~~solutions.

WeAdditional ~~launched~~services ~~our~~include ~~field~~Product ~~testing~~Design, ofEngineering ~~various products~~ and Manufacturing services; inCustom ~~May~~Enterprise ~~2017~~Software development, and ~~commenced~~Licensing ~~fulfillment~~ of ~~a revenue generating contract~~Intellectual ofProperty ~~our~~from ~~digital~~its ~~signage~~vast ~~product~~library ~~to a network~~ of ~~certified~~strategic ~~auto care collision centers in March of 2018 throughout the United States~~partners. ~~The~~ ~~digital~~This ~~signage~~provides ~~allows the auto care collision centers to display, on~~ a ~~large~~“one-stop-shop” ~~television~~for ~~screen~~our ~~or counter displays, information concerning the center, their certifications and other informational and promotional content associated with the automotive industry~~customers. ~~As of September 30, 2019, we had delivered approximately 1,250 digital signage controllers to individual auto care collision centers in the Assured Performance Network nationwide.~~

We ~~expanded~~maintain ~~the~~a ~~functionality~~small ofcore ~~our~~group ~~digital~~of ~~signage~~employees ~~product~~and tooutsource ~~include~~most ~~SMS~~of ~~Messaging~~our ~~and~~Product ~~have~~Development, ~~field~~Product ~~tested~~Maintenance, itSales atand ~~live events~~Marketing, ~~weddings~~Accounting, ~~and~~Investor inRelations, ~~audiological~~Legal, ~~clinic~~and ~~lobbies~~Project asManagement aservices. ~~digital~~We ~~delivery~~feel ~~system~~this inapproach ~~the~~is ~~same~~more ~~way~~cost-effective, ~~the~~provides ~~auto~~greater ~~care~~flexibility, and ~~collisions~~resources ~~have~~can ~~used~~be ~~it.~~applied ~~These~~quickly ~~additional features should help~~ to ~~attract~~specific ~~potential~~projects ~~advertisers~~and tasks as ~~networks are built out~~needed.

We ~~also~~launched ~~provide~~our ~~subscription-based~~field ~~online~~testing ~~directory~~of ~~listing~~various products and services in May 2017 and wecommenced ~~are~~fulfillment of a ~~reseller~~revenue generating contract of our ~~software~~digital ~~that~~signage ~~allows~~product ~~potential~~to ~~customers~~a network of certified auto care collision centers in March of 2018 throughout the United States during tothe ~~better~~year ~~locate~~ended ~~any~~December ~~business~~31, 2018. The digital signage allows the auto care collision centers to display, on a large television screen or counter displays, information concerning the ~~internet~~center, their certifications and other informational and promotional content associated with the automotive industry.

We ~~have~~also ~~developed~~provide an enterprise software product (“Convertible Note Disclosure Report”) that provides initial calculations for investments made in public companies using convertible debt. The product is currently being offered to the public as a standsubscription-~~alone service~~based ~~this~~online ~~product~~directory ~~will~~listing ~~become~~services; ~~one of a number of modules that will eventually be expanded to include the tracking~~ and ~~issuance of~~we ~~all~~are ~~equity~~a ~~(common~~reseller ~~stock, preferred stock, warrants & options), debt rolled up, equity rolled up, basic and weighted averages~~ of ~~shares~~software ~~outstanding and other types of tables and information~~ that ~~that~~allows ~~are~~potential ~~necessary for financial disclosures. When complete,~~customers ~~this system will provide for the equity management and reporting of the financial information necessary~~ to ~~complete~~better alocate ~~Consolidated Financial~~an ~~Statement~~auto ~~when~~collision ~~combined~~center ~~with~~or ~~existing everyday accounting software for public and private companies, third parties and auditors. We are unaware of~~ any ~~system~~business ~~that~~on ~~is as comprehensive in nature of what is being developed in~~ the ~~marketplace today~~internet. ~~Since~~ ~~the~~As ~~original~~of ~~anticipated~~March ~~system~~31, ~~has been expanded to other facets of reporting~~2020, ~~the~~25 ~~Company~~auto iscare ~~projecting~~collision ~~release of the~~centers ~~complete~~were ~~system~~using inthis ~~early 1st quarter 2020~~software.

InBeginning ~~early~~in March of 2018 and continuing through the end of 2019, wemanagement began ~~designing~~a ~~and~~campaign ~~engineering~~to ~~certain~~attract ~~hardware~~and ~~products~~associate ~~focused~~with oncertain ~~the~~companies that ~~audiological~~had ~~market~~proprietary ~~that~~and ~~are~~patented ~~combined with~~technology ~~proprietary~~in ~~software~~the tohopes ~~address~~that if the ~~needs~~opportunity ofarose, the ~~hearing~~Company ~~impaired.~~could Toutilize ~~date,~~these technologies in the ~~initial~~development ~~protypes~~of ~~have~~new ~~been~~products ~~completed~~internally ~~and are~~or ~~being~~help ~~tested.~~facilitate ~~The~~the ~~Company~~development ~~anticipates~~of ~~revenue~~new ~~from~~products ~~this~~that ~~investment~~these tonew ~~materialize~~strategic inpartners ~~1st~~might like ~~quarter~~to ~~2020~~develop and distribute.

InThis ~~order~~approach tocontinued ~~market~~throughout to2019 ~~these~~until ~~niche~~it ~~markets,~~became apparent that the Company’s isstrategic ~~currently~~technical ~~undergoing~~partners ahad ~~rebranding~~limited ~~all~~capital capabilities ~~its~~and ~~products;~~fell ~~and~~short ~~anticipates~~of ~~completion~~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 ~~marketing~~public companies because of ~~these~~their ~~products~~limited ~~under~~surplus capital. Since that time, no further strategic partnership agreements have been sought by the ~~“ADGO”~~Company ~~brand~~because inof ~~third~~the ~~quarter~~lack of ~~2019~~financial capability in most of the potential associates. Any and all commitments that Advantego had agreed to with its strategic partners have since been terminated or run their course. The Company, therefore, has no obligations or contingent liabilities from its relationship with these strategic partners moving forward.

~~Contractual~~The ~~Obligations~~Company did use proprietary technology owned by Badu Networks to develop a revenue producing service (“eLobby”). eLobby was a digital signage solution that was delivered to a network of 1,250 auto care collision centers around the US. The client, however, decided not to renew the recurring licenses or to purchase any additional ones thus eliminating any recurring revenue the Company had expected to realize.

~~ASKA Electronics, Ltd. Contract:~~13

OnAs ~~June~~of 3March 31, ~~2019~~2020, the Company ~~announced~~does ~~the~~not ~~acquisitions~~expect anything of substance to develop in the ~~North~~future ~~American~~from ~~Distribution~~the ~~Rights~~relationships ofit ~~ASKA~~has ~~Electronics~~established with its strategic partners. The Company will not be expending any further resources to enhance any existing service or try to adapt the present technologies of ~~China~~its strategic partners to new opportunities.

~~Aska~~In isMarch a2020, ~~manufacturer~~the World Health Organization declared the outbreak of ~~Bluetooth~~a ~~headphones~~novel coronavirus (COVID-19) as a pandemic, ~~sport~~which ~~earbuds~~continues ~~and~~to ~~associated~~spread throughout ~~listening~~the ~~devices~~world. ~~and~~While ~~provides~~the disruption is currently expected to be temporary, there is uncertainty around its ~~products~~duration. asAs ana ~~OEM~~result ~~and~~of COVID-19 mobility restrictions globally, there have been changes in consumer behavior. We expect these changes in behavior to continue to evolve as anthe ~~ODM~~pandemic ~~for~~progresses. ~~projects~~The ~~worldwide~~impacts seen to date may continue to create a wider range of outcomes as consumer behaviors and mobility restrictions continue to evolve.

23The Covid 19 pandemic has impacted our business resulting in the cancellation of certain business contracts and hindered our ability to raise additional capital.

Under the Agreement:

● Aska will provide its design and manufacturing services for the Company’s customers. ● the Company will provide branding, sales and distribution services for existing and newly developed products that Aska manufactures for sale in the North American market; ● the Company will pay a sales commission to Aska equal to 98% of the revenues received from the sales to Aska’s existing clients in North America which was $13,922,000 unaudited in 2018, and ● Aska will receive 700,000 shares of the Company’s Series I preferred stock,

Each Preferred Share is convertible into one share of the Company’s common stock.

The Company, upon no less than thirty days written notice, may redeem the Preferred Shares at a price of $2.00 per share.

The Preferred shares will automatically convert into shares of the Company’s common stock if the Company’s common stock closes at a price of $2.20 or more during any 30 consecutive trading days and if the average trading volume of the Company’s common stock during such 30 consecutive trading days is at least 10,000 shares per day.

A “leak out provision” was established such that Aska may not sell more than 100,000 shares per month. The May 26, 2019 agreement replaces the January 14, 2019 agreement between the Company and Aska.

However, because of the financial structure of the purchase of a percentage of certain profits that were part of the overall distribution rights, the Company was unable to obtain a financial institution that would facilitate the transaction as documented and ASKA, being a Chinese based entity, is prohibited from certain financial structures. Accordingly, the agreement has yet to be consummated and may not be consummated under the original terms and the Preferred Shares were never issued. Consequently, both Companies remain set on utilizing each’s resources for future business, the anticipated revenues that could have possibly been realized are not available at this particular time.

Shenzhen Ferex Electrical Co. Ltd

We signed a Strategic Partnership Agreement with manufacturer and exporter Shenzhen Ferex Electrical Co., Ltd of China to manufacture and supply electrical components and systems at the end of last year. We began offering design, engineering and manufacturing services to our customers in the beginning of 2019. Currently, we have a manufacturing contract to provide these services with AfterMaster Audio Labs regarding two new products. This agreement is subject to certain financing requirements. As of the date of this filing we have not generated any revenue related to this transaction.

There were no other material changes to our contracts not previously reported.

Results of Operations

During the three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019, we had revenues of $555,~~114~~773 and $458,~~981~~325, respectively. The related cost of sales for the three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 was $~~17,644~~0 and $2810,~~890~~838, respectively. The ~~increase~~decrease in revenue was the result of ~~recognition~~the wind down of ~~digital~~renewal ~~signage~~fees ~~license~~for ~~renewals.~~our Wedigital ~~also~~signage ~~deferred~~service ~~$46,958~~ and $0service offor our digital signage ~~renewal revenue~~product to ~~future~~a ~~periods~~network as of ~~September~~certified ~~30,~~auto ~~2019~~care ~~and~~collision centers ~~December~~in ~~31,~~the ~~2018,~~United ~~respectively~~States during the later parts of 2019. Similarly, our cost of sales decreased as ~~the~~we ~~renewal~~had ~~costs~~no ~~were~~renewal ~~lower than the initial cost~~costs. As a result, gross margin for the three months ended ~~September~~March 3031, 2019 increased to $375,~~470~~773 from ($172,~~091~~513) during the same period during ~~2018~~2019. Our general and administrative expenses totaled $~~181~~10,~~679~~ 885 and $~~243~~347,~~324~~749 for the three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019, respectively~~, and consisted primarily of officer wages, outsourced services, and professional fees~~. The decrease in general and administrative expenses was primarily the result of ~~decreased~~the ~~marketing and~~winding ~~investor~~down ~~relations~~of ~~expenses~~operations as a result of the lack of cash and the ~~capitalization~~onset of ~~some~~the ~~development~~Covid ~~costs~~pandemic. Interest expense was $~~235~~146,~~367~~920 and $71250,~~744~~152 during the three months ended ~~September~~March 3031, ~~2019~~ 2020 and ~~2018~~2019, respectively. The ~~increase~~decrease during ~~2019~~2020 was due to anthe ~~increased~~conversion ~~number~~of a portion of our convertible notes payable, ~~the~~into ~~amortization of debt discounts~~common stock, ~~pre-payment~~resulting ~~penalties~~in ~~and~~a ~~extension~~lower ~~fees~~principal ~~that~~balance weon ~~classified~~which asto ~~interest~~accrue ~~expense~~interest.

During the nine months ended September 30, 2019 and 2018, we had revenues of $84,505 and $161,225, respectively. The related cost of sales for the nine months ended September 30, 2019 and 2018 was $43,754 and $102,814, respectively. The decrease in revenue was the result of renewal fees for our digital signage service which were lower than the initial cost of the control boxes and service for our digital signage product to a network of certified auto care collision centers in the United States during 2018. We also deferred $46,958 and $0 of our digital signage renewal revenue to future periods as of September 30, 2019 and December 31, 2018, respectively. Similarly, our cost of sales decreased as the renewal costs were lower than the initial cost and we deferred $7,889 of costs of sales to future periods as of September 30, 2019. As a result, gross margin for the nine months ended September 30, 2019 decreased to $40,751 from $58,411 during the same period 2018. Our general and administrative expenses totaled $833,832 and $628,909 for the nine months ended September 30, 2019 and 2018, respectively, and consisted primarily of officer wages, outsourced services, and professional fees. The increase in general and administrative expenses was primarily the result of increased marketing and investor relations expenses. Interest expense was $931,902 and $215,957 during the nine months ended September 30, 2019 and 2018, respectively. The increase during 2019 was due to an increased number of convertible notes payable, the amortization of debt discounts, pre-payment penalties and extension fees that we classified as interest expense. The Company chose to repay certain convertible notes with cash and incur significant prepayment penalties rather than converting the convertible debt into stock at a discounted rate thus reducing the dilution of the outstanding shares of stock.

Liquidity and Capital Resources

Our primary sources and (uses) of cash for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 and ~~2018~~2019 were as follows:

	September 30, 2019			September 30, 2018
	2020			2019
Cash (used in) operations	$	(1,670,325	)	$	(693,030	)
Cash provided (used) by operating activities	$	554		$	(557,454	)
Proceeds from convertible notes payable	$	2,349,050		$	902,700
Cash from investing activities	$	-		$	-
Payments on convertible notes payable	$	(751,000	)	$	(145,486	)
Cash provided by financing activities	$	-		$	889,250
Proceeds from sale of common stock and exercise of warrants	$	-		$	82,625

~~See~~During ~~Note~~the Bthree tomonths ~~the~~ended ~~September~~March 3031, ~~2019~~2020, ~~financial~~operating ~~statements~~activities ~~included~~provided as$554, ~~part~~which consisted of ~~this~~a ~~report~~net ~~for~~loss aof ~~description~~$152,032, offset by non-cash expenses of ~~our~~$42,325 ~~significant~~in ~~accounting~~debt discount amortization and preferred stock issued for $50 in services, as well as a net change in operating ~~policies~~assets and liabilities of $110,211.

~~See~~During ~~Note~~the Ethree tomonths ~~the~~ended ~~September~~March 3031, 2019, ~~financial~~we ~~statements~~used $557,454 in operating activities, which ~~are~~consisted of a ~~part~~net loss of ~~this~~$600,414, ~~report~~offset ~~for~~by $70,465 ain ~~discussion~~debt discount amortization and net change in operating assets and liabilities of ~~our~~$27,505. Also during the three months ended March 31, 2019, we received $889,250 from financing activities, consisting of $1,142,250 in proceeds from convertible notes, offset by ~~payable~~repayments of convertible notes of $253,000. We did not have any investing activities during the three months ended March 31, 2019.

See Note B to the March 31, 2020 financial statements included as part of this report, for a description of our significant accounting policies.

See Note C to the March 31, 2020 financial statements, which are a part of this report, for a discussion of our convertible notes payable.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable. The Company is a “smaller reporting company.”

Item 4. Controls and Procedures.

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive ~~and~~ and Financial Officers of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this ~~report~~ report on Form 10-Q. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of ~~September~~March 3031, ~~2109~~2020, our disclosure controls and procedures were not effective for the following reasons:

	●	the lack of formal written documentation relating to the design of our controls.

	●	we did not maintain adequate segregation of duties related to job responsibilities for initiating, authorizing, and recording of certain transactions due to the small size of our company.

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

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

See the Going Concern statement listed in ~~Note~~Footnote A ~~to the accompanying financial statements~~.

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

~~Common~~During ~~stock issued for convertible debt during~~ the three months ended ~~September~~March 3031, ~~2019~~2020 ~~and~~the ~~subsequent to September 30, 2019 through November 11, 2019.~~Company:

Note	Date	Principal Converted		Interest Converted		Price Per Share		Total Shares
(c)	8/19/19	$	11,000	$	1,025		.0246		488,831
(c)	9/10/19		5,000		493		.006		915,525
(c)	9/24/19		3,150		322		.0036		964,322
(k)	9/17/19		2,400		750		.00315		1,000,000
(k)	9/24/19		1,774		750		.0021		1,202,000
(n)	8/21/19		15,000		-		.0246		609,756
(n)	9/17/19		4,500		-		.0045		1,000,000
(n)	9/23/19		3,400		-		.003		1,133,333
(p)	9/19/19		4,860		-		.0054		900,000
(p)	9/24/19		4,320		-		.0036		1,200,000
(q)	8/27/19		10,000		-		.015		666,667
(q)	9/23/19		4,100		-		.0043		953,488
(q)	9/24/19		5,400		-		.0043		1,225,814
(q)	9/25/19		5,400		-		.0043		1,225,814
(q)	9/25/19		5,400		-		.0043		1,225,814
(q)	9/27/19		5,200		-		.0042		1,238,095
(c)	10/10/19	$	2,750	$	292		.0015		2,027,720
(c)	10/22/19		1,550		169		.00084		2,046,345
(c)	10/30/19		2,900		322		.00084		3,835,452
(k)	10/18/19		544		750		.00049		2,640,000
(k)	10/25/19		867		750		.00049		3,300,000
(n)	10/2/19		4,100		-		.0025		1,640,000
(n)	10/7/19		2,200		-		.00125		1,760,000
(n)	10/15/19		2,200		-		.00095		2,315,789
(n)	10/23/19		2,300		-		.0008		2,875,000
(n)	10/29/19		2,600		-		.00075		3,466,666
(p)	10/7/19		2,500		-		.0015		1,666,666
(p)	10/24/19		1,263		-		.00084		1,505,571
(q)	10/2/19		4,100		-		.0033		1,242,424
(q)	10/7/19		2,000		-		.0016		1,250,000
(q)	10/11/19		2.000		-		.0016		1,250,000
(q)	10/14/19		3,100		-		.0015		2,066,667
(q)	10/16/19		2,700		-		.0013		2,076,923
(q)	10/17/19		2,300		-		.0011		2,090,909
(q)	10/21/19		2,100		-		.0010		2,100,000
(q)	10/22/19		2,000		-		.00099		2,020,202
(q)	10/22/19		2,000		-		.00099		2,020,202
(q)	10/28/19		2,000		-		.00099		2,020,202
(q)	10/29/19		2,000		-		.00099		2,020,202
(k)	11/1/19		979		750		.000455		3,800,000
(p)	11/1/19		2,880		-		.00072		4,000,000
(s)	11/1/19		2,620		500		.00078		4,000,000
(n)	11/5/19		2,500		-		.00055		4,545,454
(s)	11/5/19		2,688		-		.00066		4,800,000
(k)	11/6/19		1,000		750		.00035		5,000,000
(n)	11/11/19		2,400		-		.00045		5,333,333
Total		$	156,047	$	7,623				95,765,186

	●	issued 900,000 restricted shares of Series A Convertible Preferred Stock to two officers of the Company for services rendered,
	●	issued 96,984,801 shares of common stock upon the conversion of notes, and
	●	issued 198,685,559 shares of common stock in payment of accrued interest.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 with respect to the issuance of these shares. The ~~persons~~individuals who acquired these shares were sophisticated investors and were provided full information regarding the Company.’s business and operations. There was no general solicitation in connection with the offer or ~~sale~~issuance of these ~~securities~~shares. The ~~persons~~individuals who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend ~~providing~~which ~~that they~~provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the issuance of these ~~securities~~shares.

2615

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits		Description

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32		Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ADVANTEGO CORPORATION
November 19, 2019	By:	/s/ Robert W. Ferguson
October 20, 2022	By:	/s/ Robert W. Ferguson
		Robert W. Ferguson, Principal Executive Officer
November 19, 2019	By:	/s/ Tracy A. Madsen
October 20, 2022	By:	/s/ Tracy A. Madsen
		Tracy A. Madsen, Principal Financial Officer
		Tracy A. Madsen Principal Financial Officer

2817

Filing Compare · Advantego Corp