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EX-31.2 - GOLDEN EAGLE INTERNATIONAL 10K, CERTIFICATION 302, CFO - GOLDEN EAGLE INTERNATIONAL INCgeiiexh31_2.htm
EX-99.1 - GOLDEN EAGLE INTERNATIONAL 10K, ADVANTEGO FINANCIAL STATEMENTS - GOLDEN EAGLE INTERNATIONAL INCgeiiexh99_1.htm
EX-32.1 - GOLDEN EAGLE INTERNATIONAL 10K, CERTIFICATION 906, CEO/CFO - GOLDEN EAGLE INTERNATIONAL INCgeiiexh32_1.htm
EX-31.1 - GOLDEN EAGLE INTERNATIONAL 10K, CERTIFICATION 302, CEO - GOLDEN EAGLE INTERNATIONAL INCgeiiexh31_1.htm


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

FORM 10-K
(Mark One)

T          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended December 31, 2016

OR

£          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File Number 0-23726

GOLDEN EAGLE INTERNATIONAL, INC.
 (Name of Small Business Issuer in its charter)
 
Colorado
 
84-1116515
(State of incorporation)
 
(IRS Employer Identification No.)
     
1 Park Plaza, Suite 600
Irvine, CA
 
 
92614
(Address of principal executive office)
 
(Zip Code)


Registrant's telephone number, including area code: (949) 627-8977
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £   No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes £   No T

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

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

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


1


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

Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
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 Act):
Yes £  No T

The aggregate market value of the voting stock held by non-affiliates of the Company on June 30, 2016, was approximately $239,452.

As of October 16, 2017 the Company had 159,883,328 outstanding shares of common stock.

Documents incorporated by reference:   None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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













3

 
Item 1.  Business

Throughout this Annual Report on Form 10-K Golden Eagle International, Inc. is referred to as "we," "our," "us," the "Company," or "Golden Eagle."

The Company was formed as a Colorado corporation on July 21, 1988 as Beneficial Capital Financial Services Corp.  On February 2, 1995, the Company changed its name to Golden Eagle International, Inc.

In 2004, the Company purchased the 3,500 to 4,500 ton-per-day Gold Bar mill which is located 25 miles northwest of Eureka, Nevada.  Initially, the Company's plan was to disassemble the mill and transport it to Bolivia to be reconstructed on mineral properties formally owned by the Company.  However, due to the costs associated with disassembling and transporting the mill to Bolivia, the Company determined that the best course of action was to leave the mill in place and explore other options, such as processing ore for third parties which had mines in the area, or selling the mill.

Having been unsuccessful in selling the mill, or processing ore for third parties, the Company concluded the mill would not provide any meaningful value to the Company's shareholders.  Accordingly, on October 30, 2015, the Company agreed to sell the mill to Gulf Coast Capital, LLC, an entity controlled by Mark Bogani, a former officer and director of the Company, in consideration for Gulf Coast assuming all of the Company's liabilities.  On July 20, 2016, the agreement relating to the sale of the Gold Bar Mill was terminated by the mutual consent of the Company and Gulf Coast Capital.

The mill was not in operation when the Company acquired it, and it has not been in operation since it was acquired by the Company.

On October 30, 2015, the Company issued 160,000 shares of its Series B Preferred stock to Gulf Coast Capital, LLC in satisfaction of related party debt in the amount of $1,000.  Gulf Coast Capital is controlled by Mark Bogani, who was the Company's Chief Executive Officer between October 1, 2015 and October 8, 2016.
 
During August and September 2016, the Company sold 4,000,000 shares of its common stock, as well as warrants to purchase an additional 6,000,000 shares of the Company's common stock, to a group of private investors for $100,000.  The warrants are exercisable at prices between $0.05 and $0.20 per share at any time between June 30, 2017 and June 30, 2019.
 
On October 27, 2016, the Company acquired Advantego Technologies, Inc. in exchange for 127,915,000 shares of the Company's common stock.
 
In connection with this acquisition, the following management changes took place on October 28, 2016:

Mark Bogani resigned as an officer and director of the Company;
Frank Grey resigned as the Company's Secretary and Treasurer;
Tracy Madsen resigned as a director of the Company;
Robert Ferguson became a director of the Company and the Company's Chief Executive Officer;
Fred Popke became a director of the Company and the Company's Vice President, Secretary and Treasurer; and
John J. Carvelli and Barry Adnams became directors of the Company.

Frank Grey remained as the Company's Principal Financial and Accounting Officer and a director.

Advantego develops software, products and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management and lead generation.  Advantego plans to provide its software to a variety of clients, including businesses, financial institutions, real estate related entities, national franchise organizations, governmental agencies, schools and charities.
 
4


Social Media Marketing is the process of marketing through social media websites. Social media is a catch-all term for sites that may provide radically different social interactions. For instance, Twitter is a social media website designed to let people share short messages or "updates" with others.

Customer relationship management (CRM) practices, strategies and technologies are used to analyze customer personal information, purchase history, buying preferences and concerns with the goal of improving customer retention and increasing sales. CRM systems compile information on customers across different channels -- or points of contact between the customer and the organization -- which could include the organization's website, telephone, live chat forums, direct mail, marketing materials and social media.

Lead Generation is the process of identifying potential customers for list building, e-newsletter list acquisition and sales leads.

Advantego is a California corporation formed on July 29, 2016.  Advantego has not entered into any agreements to provide its services to any third parties and has not earned any revenue.
 
Unless otherwise indicated, all references to "the Company," "we," "us," or "our," include the operations of Advantego.
 
On December 30, 2016, the Company transferred the Gold Bar Mill and its associated liabilities - consisting of severance pay notes payable plus accrued interest owed to former officers and directors Terry Turner and Tracy Madsen totaling $742,059- to its wholly-owned subsidiary, Quove Corporation, which the Company formed on October 31, 2016.  The Company subsequently transferred the shares of the subsidiary to a trust owned by Gulf Coast Capital, effecting a spin-off at December 30, 2016.  When permitted by the rules and regulations of the Securities and Exchange Commission, the shares will be distributed to the Company's shareholders who owned eleven or more shares of the Company's common stock at the close of business on October 27, 2016.  Quove Corporation has not had any operations since its inception.
 
On December 30, 2016, Gulf Coast Capital, LLC, a company controlled by Mark Bogani, a former officer and director of the Company, converted a note in the principal amount of $115,000 into 4,600,000 shares of the Company's common stock.
 
In 2017 the Company plans to change its name to Advantego Corporation, with a corresponding change to its stock symbol.

Other Information

At October 16, 2017, the Company had 2 full time and 1 part time employees.  The Company currently outsources most of its software development and marketing requirements to related party third parties.
 
The Company rents executive office space at 1 Park Plaza, Suite 600, Irvine, CA  92614 on a monthly basis.  The base rent on this space is $390 per month, and can increase depending on the Company's usage of this space.

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

The Company files its annual, quarterly, and current reports with the Securities and Exchange Commission (SEC), copies of which are available at www.sec.gov.  The public may also read and copy any materials that the Company has filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. 
 
5

 
Item 1A.  Risk Factors.
 
Not applicable.

Item 1B.  Unresolved Staff Comments.
 
Not applicable.

Item 2.  Properties.
 
See Item 1.

Item 3.  Legal Proceedings.
 
None.

Item 4.  Mine Safety Disclosures
 
None.
 
Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
 
Our common stock is quoted on the Over-the-Counter market under the trading symbol "MYNG."   The following table shows the high and low prices of our common stock during the last two years. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions.

2015
 
Low
   
High
 
             
First Quarter
 
$
0.01
   
$
0.01
 
Second Quarter
 
$
0.01
   
$
0.02
 
Third Quarter
 
$
0.01
   
$
0.01
 
Fourth Quarter
 
$
0.01
   
$
0.01
 
                 
2016
 
Low
   
High
 
                 
First Quarter
 
$
0.00
   
$
0.02
 
Second Quarter
 
$
0.01
   
$
0.02
 
Third Quarter
 
$
0.01
   
$
0.03
 
Fourth Quarter
 
$
0.02
   
$
0.07
 

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

Our Articles of Incorporation authorize our Board of Directors to issue up to 10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.
 
6


As of, October 16, 2017 the Company had 159,883,328 outstanding shares of common stock which were owned by 1,176 shareholders of record.  Approximately 720 shareholders own ten or less shares.  These 720 shareholders collectively own approximately 2,000 shares of the Company's common stock.  Based upon the closing price of the Company's common stock on October 16, 2017, ($0.06 per share), ten shares were worth $0.60 and are essentially worthless.  Accordingly, the Company plans to call a special meeting of its shareholders to approve an 11-for-1 reverse split of the outstanding shares of the Company's common stock.  By eliminating approximately 720 shareholders of record whose shares do not have any practical value, the Company can greatly reduce the cost associated with mailing proxy statements and other communications to its shareholders.

Item 6.  Selected Financial Data
 
Not applicable.
 
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operation.
 
During the two years ended December 31, 2016 and 2015, we did not generate any revenue.  Prior to December 31, 2016 our only significant asset was our Gold Bar Mill which has never been in operation.
 
Although from a legal standpoint Golden Eagle acquired Advantego Technologies on October 27, 2016 for financial reporting purposes, the acquisition of Advantego constituted a recapitalization, and the acquisition was accounted for as a reverse merger, with the result that Advantego was deemed to have acquired Golden Eagle.  As a result, our financial statements included as part of this report represent the activity of Advantego from July 29, 2016 (the inception of Advantego) to October 27, 2017, and the consolidated activity of Advantego and Golden Eagle from October 27, 2016 forward.
 
We do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
 
Our sources and (uses) of cash for the period ended December 31, 2016 are shown below:
    2016  
         
Cash (used in) operations
 
$
(58,390
)
Cash acquired in the reverse merger
 
$
104,501
 
 
On August 31, 2016, Terry Turner and Tracy Madsen agreed that all amounts owed to them would be satisfied solely from the proceeds from the sale of the Gold Bar Mill.  At the time of this agreement we owed Mr. Turner $421,726 and we owed Mr. Madsen $310,027.

During August and September 2016, we sold 4,000,000 shares of our common stock, as well as warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000.

As of December 31, 2016, we had convertible notes payable in the principal amount of $97,309 (net of debt discounts totaling $13,303).  Subsequently during 2017, we received an additional $62,500 in notes payable proceeds.  See Notes F and J to the December 31, 2016 financial statements, which are a part of this report.

Other than funding our operating expenses and paying our notes payable, we did not, as of October 16, 2017, have any significant capital requirements.

We do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.
 
Other than the foregoing, we do not know of any significant changes in our expected sources and uses of cash.
 
7

 
We do not have any commitments or arrangements from any person to provide us with any equity capital.
 
See Note E to the financial statements included as part of this report for a description of our significant accounting policies.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk
 
Not applicable.

Item 8.  Financial Statements and Supplementary Data.
 
See the financial statements attached to this report.
 
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
Our former accountants resigned on May 6, 2015.  See our 8-K filed on November 12, 2015 for further information.
 
On October 16, 2016, the Company, through and with the approval of its Board of Directors, engaged Pritchett, Siler & Hardy, PC, ("PS&H") as its independent registered public accounting firm. Prior to engaging PS&H the Company did not consult with PS&H regarding the application of accounting principles to a specific completed or contemplated transaction regarding the type of audit opinion that might be rendered by PS&H on the Company's financial statements, and PS&H did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.

Item 9A.  Controls and Procedures.

An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officers of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of December 31, 2016, our disclosure controls and procedures were not effective for the same reasons our internal control over financial reporting was not effective. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management's Report on Internal Control over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
8

 
Our Principal Executive and Financial Officers evaluated the effectiveness of our internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (1992). Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2016 for the following reasons:

the lack of formal written documentation relating to the design of our control.

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

we do not have sufficient personnel to provide adequate risk assessment functions.

we do not have an audit committee.
 
Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information.
 
None.

Item 10.  Directors, Executive Officers and Corporate Governance.
 
Our officers and directors are listed below.

Name
 
 Age
 
Position
         
Robert W. Ferguson
 
65
 
Chief Executive Officer and a Director
Fred Popke
 
57
 
Vice President, Secretary, Treasurer and Director
Frank Grey
 
63
 
Principal Financial and Accounting Officer and a Director
John J. Carvelli
 
54
 
Director

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

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

Robert Ferguson has been an officer and director of the Company since October 28, 2016.  Since 2001, Mr. Ferguson has been the managing member of CJBS Holdings LLC, d/b/a Integrated Strategic Solutions, a privately-owned consulting and investment company focused in technology and real estate.  Since 2011, Mr. Ferguson has been the Chairman of First Enterprise Realty Group, Inc., a licensed brokerage firm in California.

Fred Popke has been an officer and director of the Company since October 28, 2016.  Since 2009, Mr. Popke has served as the President of Real Estate Services and Technology, a firm engaged in providing custom software solutions for the real estate and financial industries.    From 2006 to 2009 Mr. Popke was the Product Director at Commerce Velocity, a firm engaged in developing and delivering enterprise-level underwriting and decisioning software for the financial industry.
 
9


Philip F. (Frank) Grey has been an officer and director of this Company since October 1, 2015.  Mr. Grey has been in the financial services industry for more than 25 years specializing in private and public equity, futures and commodities, as well as the foreign exchange markets. He has been involved in investment banking facilitating mergers and acquisitions for both private and public companies focusing on the technology and energy sectors. For the past six years, he has been a consultant to Share Agent, LLC and Securities Logistics Legal Group advising foreign companies and individuals in the complexities of U.S. and Canadian securities markets. From 2008 to 2010, Mr. Grey was employed at Velocity Capital Advisors, a company he founded to act as an introducing brokerage firm for futures, commodities and Forex trading. Prior to 2008, Mr. Grey served as Vice President of Institutional Sales for Acuvest, Inc., a futures and commodities firm located in Southern California.
 
John Carvelli has been a director of Golden Eagle since October 28, 2016.  Mr. Carvelli has been the Executive Vice President of the Liberty Dental Plan group of companies, a national dental benefits administrator, since 2004.  Prior to joining Liberty in 2004, John completed a multi-year project directing a hospital and integrated medical community clinic system in Los Angeles, CA.

Our directors are generally elected at our annual shareholders' meeting and hold office until the next annual shareholders' meeting, or until their successors are elected and qualified. Our executive officers are elected by our directors and serve at their discretion.

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

Name
 
Reason
     
Robert W. Ferguson
 
Management experience and experience in raising capital
Fred Popke
 
Management experience and experience in software development
Frank Grey
 
Experience in raising capital
John J. Carvelli
 
Management experience

John J. Carvelli is an independent director as that term is defined in Section 803 of the NYSE MKT Company Guide.  Frank Grey acts as our financial expert.

We have not adopted a code of ethics applicable to our principal executive, financial and accounting officers and persons performing similar functions.

Our board of directors serves as our audit and compensation committees.

Item 11.  Executive Compensation.

The following table summarizes the compensation received by our principal executive officers during the two years ended December 31, 2016.
 
Name and
Principal Position
 
Fiscal
Year
 
Salary
(1)
   
Bonus
(2)
   
Stock
Awards
(3)
   
Option
Awards
(4)
   
Other Annual
Compensation
(5)
   
Total
($)
 
                                         
Robert Ferguson (6)
 
2016
   
--
     
--
     
--
     
--
   
$
13,000
   
$
13,000
 
Chief Executive Officer
                                                   
                                                     
Fred Popke (7)
 
2016
   
--
     
--
     
--
     
--
   
$
13,500
   
$
13,500
 
Vice President,
                                                   
Secretary and Treasurer
                                                   
                                                     
Mark A. Bogani
 
2016
   
--
     
--
     
--
     
--
     
--
     
--
 
Chief Executive Officer
 
2015
   
--
     
--
     
--
     
--
     
--
     
--
 
                                                     
Tracy A. Madsen,
 
2015
   
--
     
--
     
--
     
--
     
--
     
--
 
Chief Executive and
                                                   
Financial Officer
                                                   
 
 
10

 
(1)
The dollar value of base salary (cash and non-cash) earned.
(2)
The dollar value of bonus (cash and non-cash) earned.
(3)
The value of the shares of restricted stock issued as compensation for services computed in accordance with ASC 718 on the date of grant.
(4)
The value of all stock options computed in accordance with ASC 718 on the date of grant.
(5)
All other compensation received that could not be properly reported in any other column of the table.
(6)
Mr. Ferguson is compensated via contracted services performed for the Company by Integrated Strategic Solutions ("ISS"), a company controlled by Mr. Ferguson. During the period of July 29, 2016 through December 31, 2016, we incurred $30,000 in fees with ISS, of which $13,000 was paid and $17,000 remains accrued at December 31, 2016.
(7)
Mr. Popke is compensated via contracted services performed for the Company by Real Estate Services and Technologies ("REST"), a company controlled by Mr. Popke. During the period of July 29, 2016 through December 31, 2016, we incurred $30,000 in fees with REST, of which $13,500 was paid and $16,500 remains accrued at December 31, 2016.

Management Changes.
 
Terry C. Turner was appointed to our Board of Directors and as our President and Chief Executive Officer on February 14, 1997.
 
Mark Bogani was appointed to our Board of Directors on July 31, 2012.
 
Tracy A. Madsen was appointed as our Secretary/Treasurer and Chief Financial Officer on February 13, 2003.
 
On July 31, 2012 Mr. Turner was terminated as our Chief Executive Officer without cause, and Mr. Madsen became our new Chief Executive Officer.
 
On October 1, 2015:
 
Terry C. Turner resigned as a Director;
Tracy A. Madsen resigned as an Officer;
Mark A. Bogani was appointed as our President and Chief Executive Officer; and
Philip F. (Frank) Grey was appointed as our Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer, and as a Director.

In connection with the acquisition of Advantego Technologies, the following management changes took place on October 28, 2016:

Mark Bogani resigned as an officer and director of the Company;
Frank Grey resigned as the Company's Secretary and Treasurer;
Tracy Madsen resigned as a director of the Company;
Robert Ferguson became a director of the Company and the Company's Chief Executive Officer;
Fred Popke became a director of the Company and the Company's Vice President, Secretary and Treasurer; and
John J. Carvelli and Barry Adnams became directors of the Company.

On May 24, 2017, Barry Adnams resigned as a director.
 
11

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

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

Compensation of Directors.   During the period ended December 31, 2016, we did not compensate our directors for acting as such.

Compensation Committee Interlocks and Insider Participation. During the period ended December 31, 2016, none of our officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.

The following shows the amounts the Company expects to pay to its officers during the twelve months ending December 31, 2017 and the amount of time these persons expect to devote to the Company.
 
   
Projected
 
Percent of time to be devoted
Name
 
Compensation 
 
to the Company's business
         
Robert W. Ferguson
 
$75,000
 
95%
Fred Popke
 
$75,000
 
95%
Philip F. (Frank) Grey
 
$10,000
 
20%

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
 
The following table lists, as of October 16, 2017, the shareholdings of (i) each person owning beneficially 5% or more of the Company's common stock; (ii) each executive officer of the Company, and (iii) all officers and directors as a group.  Unless otherwise indicated, each owner has sole voting and investment power over his shares of common stock.

Name and Address
 
Number
of Shares
   
Percent
of Class
 
             
Robert W. Ferguson
   
51,166,000
     
32
%
1 Park Plaza, Suite 600
               
Irvine, CA 92614
               
                 
Fred Popke
   
52,445,150
     
32.8
%
1 Park Plaza, Suite 600
               
Irvine, CA 92614
               
                 
Philip F. (Frank) Grey
   
--
     
--
 
2114 Ridge Plaza Dr.
               
Castle Rock, CO 80108
               
                 
John J. Carvelli
   
--
     
--
 
450 Vista Roma
               
Newport Beach, CA  92660
               
                 
Mark Bogani
   
15,186,939
(1)
   
9.5
%
3934 Platte Ave.
               
Sedalia, CO  80135
               
                 
All Officers and Directors
   
103,611,150
     
64.8
%
as a group (4 persons)
               
 
(1)
Shares are registered in the name of Gulf Coast Capital, LLC, a company controlled by Mr. Bogani.

12

 
The following table lists, as of October 16, 2017, the shareholdings of each person owning the Company's Series B preferred stock.  Unless otherwise indicated, each owner has sole voting and investment power over his shares of preferred stock:

Name and Address
 
Number
of Shares (1)
   
Percent
of Class
 
             
Steve Olson
   
30,000
     
13
%
30-4 Woodland Hills Drive
               
Southgate, Kentucky 41071
               
                 
Joseph Smith
   
25,000
     
10
%
725 College Terrace
               
Niagara Falls, NY 14305
               
                 
Stuart Rubin
   
25,000
     
10
%
5876 N.W. 54th Circle
               
Coral Springs, FL 33067
               
                 
Gulf Coast Capital, LLC (2)
   
160,000
     
67
%
901 Venetia Bay Blvd., Suite 350
               
Venice, FL 34285-8041
               

(1)
Each Series B preferred share is convertible into one-half of a share of the Company's common stock.  However, each Series B share is entitled to 250 votes on any matter submitted to the Company's shareholders.  In contrast, each outstanding share of the Company's common stock is entitled to one vote per share.  Since the number of votes to which the Series B shares are entitled is disproportionate to the number of common shares issuable upon the conversion of the Series B shares, bringing the voting rights of the Series B preferred shares in line with the Company's common stock is considered advisable.  Accordingly, we plan to call a special meeting of the Company's shareholders to approve an amendment to the Series B preferred shares such that each Series B preferred share will be entitled to one vote per share on any matter submitted to the Company's shareholders.
   
(2)
Gulf Coast Capital is controlled by Mark Bogani, an officer and a director of the Company.

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

As of December 31, 2015, we owed to Terry Turner, a former officer and Director, severance pay and accrued interest of $350,000 and $60,027, respectively, pursuant to a 5% promissory note issued in lieu of the severance pay on July 27, 2012 with an original maturity date of July 27, 2013. On August 31, 2016, Mr. Turner agreed that these amounts we owed to him would be satisfied solely from the proceeds from the sale of the Gold Bar Mill.  In consideration of this concession, in 2016 Mr. Turner was issued 1,000 shares of the Company's common stock, which was valued at $40 and recorded as a general and administrative expense.

As of December 31, 2015, we owed to Tracy Madsen, a former officer and director, severance pay and accrued interest of $266,667 and $34,447, respectively, pursuant to a 5% promissory note issued in lieu of the severance pay on August 12, 2013 with an original maturity date of August 12, 3014. On August 31, 2016, Mr. Madsen agreed that all amounts we owed to him would be satisfied solely from the proceeds from the sale of the Gold Bar Mill. In consideration of this concession, in 2016 Mr. Madsen was issued 1,000 shares of the Company's common stock, which was valued at $40 and recorded as a general and administrative expense.
 
13


On December 30, 2016, severance pay and interest of $350,000 and $77,575, respectively, owed to Mr. Turner, and severance pay and interest of $266,667 and $47,817, respectively, owed to Mr. Madsen, along with the Gold Bar Mill with carrying value of $350,000, were transferred to Quove Corporation, a company we formed on October 31, 2016, in exchange for all issued and outstanding shares of Quove Corporation.  We then transferred our Quove shares to a trust owned by Gulf Coast Capital, thus effecting a spin-off and release of our obligation to these individuals.

As of December 31, 2015, we owed Gulf Coast Capital, an entity controlled by Mark Bogani, a former officer and director, principal and interest of $145,112 and $11,951, respectively. On September 30, 2016, these notes payable were consolidated into a single convertible note in the amount of $160,583 bearing interest at 5%.  The note and accrued interest, or any portion thereof, were convertible at the option of Gulf Coast Capital into the Company's common stock at a fixed rate of $.025 per share at any time through December 31, 2020.  Upon the note's inception, there was a beneficial conversion feature totaling $29,022 that is being amortized ratably over the five-year conversion period (with acceleration if converted) and netted against the principal balance as a debt discount.  On the reverse merger date of October 27, 2016, $42 of the debt discount had been amortized, resulting in a debt discount balance of $28,980.  On December 30, 2016, Gulf Coast Capital converted $115,000 of the note into 4,600,000 shares of the Company's Common Stock, resulting in an additional debt discount amortization of $22,958 through December 31, 2016 and remaining debt discount balance of $6,022 at year-end. The net balance of the note on December 31, 2016 was $24,090.  Accrued interest on the reverse merger date of October 27, 2016 totaled $17,997.  Interest expense for the period of October 27, 2016 through December 31, 2016 was $1,214 resulting in $19,211 in accrued interest outstanding at December 31, 2016.

An entity controlled by Mark Bogani, a former officer and Director, acts as our transfer agent. We incurred fees with the transfer agent totaling $1,948 during the period of July 29, 2016 (inception) through December 31, 2016, of which $1,240 was payable at December 31, 2016.

Avcon Services, an entity controlled by Tracy Madsen, a Director, has provided consulting services as it relates to accounting and finance in the amount of $18,000 during the year ended December 31, 2015 On October 31, 2015, the total amount owed to Avcon of $30,500 was memorialized in a 5% note payable. The note and accrued interest, or any portion thereof, are convertible at the option of Avcon, into the Company's common stock at a fixed rate of $.025 per share at any time through December 31, 2020. Accrued interest on the reverse merger date of October 27, 2016 totaled $1,655.  Interest expense for the period of October 27, 2016 through December 31, 2016 was $259 resulting in $1,914 in accrued interest outstanding at December 31, 2016.

We incur various consulting, management, and software licensing expenses with our officers, directors, and companies owned by our officers and directors.  During the period of July 29, 2016 (inception) through December 31, 2016, we incurred $107,306 with these individuals and companies, of which $71,006 was payable at December 31, 2016.

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

   
Number of
 
Name
 
Shares Received
 
       
Robert W. Ferguson
   
51,166,000
 
Fred Popke
   
51,166,000
 


14

 
Item 14.  Principal Accountant Fees and Services.
 
Pritchett, Siler & Hardy, PC has been our principal accountant since October 16, 2016 and audited our financial statements for the years ended December 31, 2016 and 2015.  During 2015 we did not pay any amounts to Pritcher, Siler & Hardy, PC since we did not engage Pritchett, Siler & Hardy, PC until 2016.  The following shows the fees we incurred with Pritchett, Siler & Hardy, PC during the year ended December 31, 2016. 
 
   
2016
 
 
     
Audit Fees
 
$
8,000
 
Audit-Related Fees
 
$
--
 
Tax Fees
 
$
--
 

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

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

Item 15.  Exhibits and Financial Statement Schedules.

The following exhibits are filed with this Form 10-K or incorporated by references:
 
Exhibit No.   Description
     
3.1
 
Articles of Incorporation. (1)
3.1.2
 
Certificate of Designation for the Series B Preferred Stock. (2)
3.1.3
 
Articles of Amendment (3)
 
 
 
99.1  
 
(1)
Incorporated by reference from our registration statement on Form 10-SB that became effective June 17, 1994.
(2)
Incorporated by reference from our 8-K report dated December 29, 2006.
(3)
Incorporated by reference from our 8-K report dated September 14, 2007.
 
 
 

 
15

 

PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
1438 N. HIGHWAY 89, STE. 130
FARMINGTON, UTAH  84025
 

 
(801) 447-9572     FAX (801) 447-9578



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Golden Eagle International, Inc.
Irvine, CA

We have audited the accompanying consolidated balance sheet of Golden Eagle International, Inc. (the Company) as of December 31, 2016, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the period of July 29, 2016 (inception) through December 31, 2016.  The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016, and the consolidated results of its operations and its cash flows for the period of July 29, 2016 (inception) through December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note A to the financial statements, the Company has incurred losses since its inception, has a working capital deficit, and has not yet established profitable operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  Management's plans in regards to these matters are also described in Note A.  These financial statements do not include any adjustments that might result from the outcome of these uncertainties.
 

/s/ Pritchett, Siler & Hardy, P.C.                 
PRITCHETT, SILER & HARDY, P.C.

Farmington, Utah
October 16, 2017
 
 
 
 
16

 
 
Golden Eagle International, Inc.
     
Consolidated Balance Sheet
     
As of December 31, 2016
     
       
       
ASSETS
     
       
CURRENT ASSETS
     
Cash and cash equivalents
 
$
46,111
 
Total current assets
   
46,111
 
         
TOTAL ASSETS
 
$
46,111
 
         
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
       
         
CURRENT LIABILITIES
       
Accounts payable - related parties
 
$
72,246
 
Accounts payable
   
4,500
 
Accrued interest, notes payable
   
822
 
Accrued interest, notes payable - related parties
   
21,125
 
Convertible notes payable, net of debt discount of $7,281
   
42,719
 
Convertible notes payable - related parties, net of debt discount of $6,022
   
54,590
 
Total current liabilities
   
196,002
 
         
TOTAL LIABILITIES
 
$
196,002
 
         
STOCKHOLDERS' EQUITY (DEFICIT)
       
Preferred stock, par value $.01 per share; 10,000,000 authorized shares,
       
240,000 issued and outstanding shares
   
2,400
 
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
       
159,883,328 issued and outstanding shares
   
15,988
 
Additional paid-in capital
   
(5,815
)
Accumulated (deficit), net of Golden Eagle's deficit of $65,247,222 that was eliminated through a quasi-reorganization on October 27, 2016
   
(162,464
)
Total stockholders' equity (deficit)
   
(149,891
)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
 
$
46,111
 
 

The accompanying footnotes are an integral part of these consolidated financial statements.
17


Golden Eagle International, Inc.
     
Consolidated Statement of Operations
 
For the Period of July 29, 2016 (Inception) through December 31, 2016
     
       
       
REVENUES
 
$
-
 
         
OPERATING EXPENSES
       
General and administrative
   
130,437
 
         
Total operating expenses
   
130,437
 
         
OPERATING (LOSS)
   
(130,437
)
         
OTHER INCOME (EXPENSE)
       
Interest expense
   
(32,027
)
         
Total other income (expense)
   
(32,027
)
         
Loss before income taxes
   
(162,464
)
Income taxes
   
-
 
NET LOSS
   
(162,464
)
         
Basic and diluted (loss) per share
 
$
(0.00
)
         
Weighted average shares outstanding - basic and diluted
   
153,386,174
 
 
 
 
 
 
 
The accompanying footnotes are an integral part of the consolidated financial statements.
18

 
Golden Eagle International, Inc.
 
Consolidated Statement of Changes in Stockholders'  Equity (Deficit)
 
For the Period of July 29, 2016 (Inception) through December 31, 2016
 
   
   
   
Preferred Stock
   
Common Stock
    Additional Paid-     Accumulated        
   
Shares
   
Amount
   
Shares
   
Amount
   
in Capital
   
Deficit
   
Total
 
                                                         
Balance at July 29, 2016 (Inception)
    -     $ -       -     $ -     $ -     $ -     $ -  
                                                         
Recapitalization
   
240,000
   
 
2,400
     
27,368,328
   
 
2,736
   
 
64,747,600
   
 
(65,247,222
)
 
 
(494,486
)
                                                         
Reclassification of accumulated deficit pursuant to quasi-reorganization
   
-
     
-
     
-
     
-
     
(65,247,222
)
   
65,247,222
     
-
 
                                                         
Conversion of related party debt into common stock
   
-
     
-
     
4,600,000
     
460
     
114,540
     
-
     
115,000
 
                                                         
Issuance of common stock in reverse merger
    -       -      
127,915,000
     
12,792
     
(12,792
)
    -       -  
                                                         
Transfer of assets and liabilities to Quove Corporation     -       -       -       -      
392,059
      -      
392,059
 
                                                         
Net loss
    -       -       -       -       -      
(162,464
)
   
(162,464
)
                                                         
Balance at December 31, 2016    
240,000
   
$
2,400
     
159,883,328
   
$
15,988
   
$
(5,815
)
 
$
(162,464
)
 
$
(149,891
)
 
 
 
 
 
 
 
The accompanying footnotes are an integral part of these consolidated financial statements.
19

 
 
Golden Eagle International, Inc.
     
Consolidated Statement of Cash Flows
     
For the Period of July 29, 2016 (Inception) through  December 31, 2016
     
       
       
CASH FLOWS FROM OPERATING ACTIVITIES
     
Net (loss)
 
$
(162,464
)
Amortization of debt discount
   
24,718
 
Changes in operating assets and liabilities
       
Increase in accounts payable - related parties
   
72,045
 
Increase in accrued interest, notes payable - related party
   
6,697
 
Increase in accrued interest, note payable
   
614
 
 
       
Net cash flows (used by) operating activities
   
(58,390
)
         
CASH FLOWS FROM INVESTING ACTIVITIES
       
Net cash acquired in reverse merger
   
104,501
 
         
Net cash flows provided by investing activities
   
104,501
 
         
CASH FLOWS FROM FINANCING ACTIVITIES
   
-
 
         
Net cash flows (used in) provided by financing activities
   
-
 
         
NET CHANGE IN CASH
   
46,111
 
         
CASH - BEGINNING OF PERIOD
   
-
 
         
CASH - END OF PERIOD
 
$
46,111
 
         
SUPPLEMENTAL CASH FLOW INFORMATION
       
         
Schedule of Non-cash Investing and Financing Activities:
       
Conversion of related party debt into 4,600,000 shares of common stock
 
$
115,000
 
Receipt of 1,368,792 shares of Quove Corporation common stock in exchange for certain assets and liabilities, and subsequent transfer of Quove shares to a trust owned by a minority shareholder of the Company
 
$
392,059
 
Cash paid for:
       
Interest
 
$
-
 
Income taxes
 
$
-
 
 
 
 
The accompanying footnotes are an integral part of these financial statements.
20

 
 
Golden Eagle International, Inc.

Notes to Consolidated Financial Statements 
Period of July 29, 2016 (Inception) through December 31, 2016
 
Note A – Organization and Business

Organization and Nature of Business

Golden Eagle International, Inc. ("Golden Eagle") was incorporated in Colorado on July 21, 1988. From late 2008 through June 2009, we were engaged in contract gold milling operations in the state of Nevada in the United States.  We have not had any business operations since we disposed of our wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia) in the first quarter of fiscal 2010.  Prior to that time we had been involved in the business of minerals exploration and (prior to 2005) mining and milling operations in Bolivia through that subsidiary. More recently, we have been a non-operating corporation seeking to sell our remaining milling plant and equipment and/or merge with an operating company. On October 27, 2016, we completed a reverse merger with Advantego Technologies, Inc.

Advantego Technologies, Inc. ("Advantego") was incorporated in California on July 29, 2016. Advantego develops software products and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation.  As of December 31, 2016, Advantego had not entered into any agreements to provide its services to any third parties and had not earned any revenue.

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

Going Concern

The consolidated financial statements as of and for the period of July 29, 2016 through December 31, 2016 have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. The Company has not yet achieved profitable operations, has accumulated losses of $(162,464), since its inception through December 31, 2016 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company's ability to continue as a going concern.  Following the reverse merger with Advantego Technologies we have entered into a new line of business with unproven technologies and we can offer no assurances that we will be able to obtain adequate financing to implement our business plan and remain a going concern

Note B – Business Combination – Reverse Merger

On October 27, 2016, Golden Eagle International, Inc. ("GEII") acquired 100% of the issued and outstanding common stock of Advantego Technologies, Inc. ("Advantego") in exchange for 127,915,000 shares of GEII common stock, thus making Advantego GEII's wholly-owned subsidiary. The stock exchange is deemed a reverse merger, as the management and operations of Advantego will continue, and Advantego's management received in the aggregate a majority ownership in GEII as a result of the stock exchange. As such, the accompanying consolidated financial statements represent the operations of Advantego (the surviving operating entity and accounting acquirer) from the period of July 29, 2016 (date of inception) through December 31, 2016, consolidated with the operations of GEII (the SEC registrant and legal acquirer) from the period of October 27, 2016 (date of reverse merger) through December 31, 2016.  The equity section of the consolidated financial statements reflect the historical activity of GEII, with a recapitalization to reconcile the beginning $0 balances upon Advantego's inception.  Upon regulatory approval, the Company will change its name to Advantego Technologies, Inc.
 
21


As a result of the reverse merger between the Company and Advantego Technologies, Inc., and the related recapitalization, changes in management and business direction, the Company's Board of Directors and majority shareholders approved a corporate readjustment of the Company's accounts in the form of a quasi-reorganization and accounting reorganization, which was effective October 27, 2016.  A quasi-reorganization is an accounting procedure that eliminates the accumulated deficit as a reduction in paid-in capital.  The Company believes that the quasi-reorganization was appropriate due to the reverse merger with Advantego Technologies and the changes in the Company's management and plan of operations, and that the adjusted paid-in capital and accumulated deficit balances more accurately reflect the brief operating history and financial position of Advantego.  Since the Company's assets and liabilities are minimal and the carrying values approximate fair and present values, the quasi-reorganization had no effect on the Company's recorded assets and liabilities.

Advantego develops software products and related services which are designed to enable an organization to rapidly and cost-effectively create a comprehensive promotional and marketing campaign using social media marketing, customer relationship management, and lead generation.  Advantego is a California corporation formed on July 29, 2016.  As of December 31, 2016, Advantego had not entered into any agreements to provide its services to any third parties and had not earned any revenue.

In connection with this reverse merger, the following management changes took place on October 28, 2016:

Mark Bogani resigned as an officer and director;
Frank Grey resigned as our Secretary and Treasurer;
Tracy Madsen resigned as a director;
Robert Ferguson became a director and our Chief Executive Officer;
Fred Popke became a director and our Vice President, Secretary and Treasurer; and
John J. Carvelli and Barry Adnams became directors.

Frank Grey remained as our Principal Financial and Accounting Officer and a director.

Note C – Transfer of Gold Bar Mill and associated Liabilities

On December 30, 2016, we transferred the Gold Bar Mill and its associated liabilities - consisting of severance pay notes payable plus accrued interest owed to former officers and directors Terry Turner and Tracy Madsen -  to a wholly-owned subsidiary, Quove Corporation, which we formed on October 31, 2016.  Also on December 30, 2016, we subsequently transferred the shares of the subsidiary to a trust owned by Gulf Coast Capital, a minority shareholder of GEII and a company owned by our prior officer, Mark Bogani.  When permitted by the rules and regulations of the Securities and Exchange Commission, the shares will be distributed to our shareholders who owned eleven or more shares of our common stock at the close of business on October 27, 2016.  Quove Corporation has not had any operations since its inception.

The Gold Bar Mill was transferred to Quove Corporation at its book value of $350,000.

A note payable to Terry Turner in the principal amount of $350,000 along with $77,575 of accrued interest was transferred to Quove Corporation. This note carries an interest rate of 5%. On August 31, 2016, the Company and Mr. Turner agreed to satisfy principal and interest with proceeds from the sale of the Gold Bar Mill.  In consideration of this concession, Mr. Turner was issued 1,000 shares of the Company's common stock in 2016.

A note payable to Tracy Madsen in the principal amount of $266,667 along with $47,817 of accrued interest was transferred to Quove Corporation. This note carries an interest rate of 5%. On August 31, 2016, the Company and Mr. Madsen agreed to satisfy principal and interest with proceeds from the sale of the Gold Bar Mill.  In consideration of this concession, Mr. Madsen was issued 1,000 shares of the Company's common stock in 2016.
 
22



Note D – Pro Forma Financial Statements

The following unaudited proforma condensed combined balance sheet aggregates the balance sheets of Advantego and Golden Eagle as of December 31, 2016, accounting for the transaction as a reorganization of Advantego with the issuance of common stock of the Golden Eagle for all the issued and outstanding shares of Advantego, and using the assumptions described in the following notes, giving effect to the transaction, as if the transaction had occurred as of December 31, 2016.
 
The following unaudited proforma condensed combined statement of operations combines the results of operations of Advantego and Golden Eagle for  the period of Advantego's inception on July 29, 2016 through December 31, 2016 as if the transaction had occurred at the beginning of the period.
 
These proforma financial statements are not necessarily indicative of the combined financial position, had the acquisition occurred at the end of the periods indicated above, or the combined results of operations which might have existed for the periods indicated or the results of operations as they may be in the future.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23

 
Golden Eagle International, Inc. and Advantego International, Inc.
 
Unaudited Proforma Condensed Combined Balance Sheet
As of December 31, 2016
 
   
   
 
 
Golden Eagle International, Inc.
   
Advantego Technologies, Inc.
               
   
December 31, 2016
   
December 31, 2016
     
Adjustments
   
Proforma Combined
 
                           
CURRENT ASSETS
                         
Cash
 
$
44,020
   
$
2,091
           
$
46,111
 
Note receivable - related party
   
50,000
     
-
 
a
   
(50,000
)
   
-
 
Accrued interest receivable, note receivable - related party
   
822
     
-
 
b
   
(822
)
   
-
 
TOTAL CURRENT ASSETS
   
94,842
     
2,091
               
46,111
 
                                   
TOTAL ASSETS
   
94,842
     
2,091
               
46,111
 
 
                                 
CURRENT LIABILITIES
                                 
Accounts payable 
   
4,500
     
-
               
4,500
 
Accounts payable-related party 
   
1,440
     
70,806
               
72,246
 
Accrued interest, notes payable 
   
822
     
-
               
822
 
Accrued interest, notes payable-related parties
   
21,125
     
822
 
b
   
(822
)
   
21,125
 
Notes payable-related parties (net of debt discount of  $6,022 and $0 for GEII and ATI, respectively)
   
54,590
     
50,000
 
a
   
(50,000
)
   
54,590
 
Notes payable (net of debt discount of $7,281 and $0 for GEII and ATI, respectively)
   
42,719
     
-
               
42,719
 
TOTAL CURRENT LIABILITIES
   
125,196
     
121,628
               
196,002
 
                                   
TOTAL LIABILITIES
   
125,196
     
121,628
               
196,002
 
                                   
STOCKHOLDERS' EQUITY (DEFICIT)
                                 
Preferred stock 10,000,000 Shares Authorized; $0.01 Par Value; 240,000 issued and outstanding 
   
2,400
     
-
               
2,400
 
                                   
Common Stock 1,000 Shares issued and Outstanding, No Par Value
   
-
     
1,000
 
c
   
(1,000
)
   
-
 
                                   
Common stock 2,000,000,000 Shares Authorized; $0.0001 Par Value; 
                                 
159,883,328 shares issued and outstanding
   
15,988
     
-
               
15,988
 
                                   
Additional paid-in capital
   
65,240,407
     
-
 
c
   
1,000
     
(5,815
)
                 
d
   
(65,247,222
)
       
                                   
Accumulated deficit
   
(65,289,149
)
   
(120,537
)
d
   
65,247,222
     
(162,464
)
Total Equity
   
(30,354
)
   
(119,537
)
             
(149,891
)
Total liabilities and stockholders' deficit
 
$
94,842
   
$
2,091
             
$
46,111
 
 
 
 
24

 
 
 

Golden Eagle International, Inc.
and Advantego Technologies, Inc.
Unaudited Proforma Condensed Combined Statement of Operations
For the Period of July 29, 2016 (Advantego's Inception) through December 31, 2016
 
                           
                           
   
Golden Eagle International, Inc.
Period of July 29, 2016 through December 31, 2016
   
Advantego Technologies, Inc.
Period of July 29, 2016 (Inception) through December 31, 2016
     
Adjustments
   
Proforma Combined
 
                           
REVENUES
                         
Sales
 
$
-
   
$
-
           
$
-
 
                                 
OPERATING EXPENSES
                               
General and administrative 
   
38,833
     
119,715
             
158,548
 
TOTAL OPERATING EXPENSES 
   
38,833
     
119,715
             
158,548
 
OPERATING LOSS 
   
(38,833
)
   
(119,715
)
           
(158,548
)
                                 
OTHER INCOME (EXPENSES)
                               
Interest expense 
   
(68,751
)
   
(822
)
b
   
822
     
(68,751
)
Interest Income
   
822
     
-
 
b
   
(822
)
   
-
 
                                   
TOTAL OTHER INCOME (EXPENSES) 
   
(67,929
)
   
(822
)
             
(68,751
)
                                   
NET LOSS
 
$
(106,762
)
 
$
(120,537
)
           
$
(227,299
)
WEIGHTED AVERAGE SHARES OUTSTANDING 
                                 
Basic and diluted 
   
47,070,044
     
748
 
c
   
(748
)
   
47,070,044
 
                                   
Loss per share 
                                 
Basic and diluted 
 
$
(0.00
)
 
$
(161.06
)
c
   
161.06
   
$
(0.00
)
 
Proforma Adjustments
 
a.
Advantego received $50,000 in cash from Golden Eagle pursuant to a promissory note dated September 20, 2016. This transaction was classified as a note payable on the Advantego financial statements and a note receivable on the Golden Eagle financial statements and was eliminated in the combined financial statements.
   
b.
Accrued interest receivable and payable, as well as the related interest expense and income, in the amount of $822 on the $50,000 loan from Golden Eagle to Advantego, were eliminated in the combined financial statements.
   
c.
1,000 shares of Advantego common stock with no par value totaling $1,000 was applied to Golden Eagle additional paid-in capital in the combined financial statements.  The related weighted average shares outstanding and loss per share of Advantego were also eliminated in combination.
   
d.
Effective October 27, 2016 (reverse merger date), the Company effected a quasi-reorganization by eliminating Golden Eagle's losses accumulated prior to the reverse merger against additional paid-in capital.
 

 
25

 
Note E – Summary of Significant Accounting Policies

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

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

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

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

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

Use of Estimates

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

Concentration of Credit Risk

From time to time our cash balances, held at a major financial institution, exceed the federally insured limits of $250,000.  Our management believes that the financial institution is financially sound and the risk of loss is low.

Cash and Cash Equivalents

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

Property, Equipment and Mineral Development

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

 
Mining equipment              
7-8 years
 
Vehicles                                
5 years
 
Office equipment               
4-10 years


26

 
Long-Lived Assets

We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Impairment losses are recognized when the estimated future cash flows are less than the carrying amount of the asset calculated on discounted cash flow basis. For the period of July 29, 2016 (inception) through December 31, 2016, we did not recognize any impairment charges.

Stock Based Compensation

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

Income (Loss) Per Share

The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during each year.
 
The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the year plus the common stock equivalents as detailed in the following chart.  In 2016 the inclusion of these shares on the consolidated statement of operations would have resulted in a weighted average shares fully diluted number that was anti-dilutive and as such they are excluded.
 
Fully diluted shares for the years ended December 31, 2016:
 
Basic weighted average shares outstanding
   
153,386,174
 
Convertible debt
   
4,424,480
 
Series B preferred stock
   
240,000
 
         
Total
   
158,050,654
 

Income Taxes

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

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

Effect of New Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have a material impact on our financial position, results of operations or cash flows.
 
27


Note F – Loans and Notes Payable

Notes Payable - Related Parties

We have related party debt obligations outstanding at December 31, 2016 as follows:

Note Description
  Principal    
Accrued Interest
 
                 
Uncollateralized Note Payable to Gulf Coast Capital, LLC (a)
 
$
30,112
   
$
19,211
 
Uncollateralized Note Payable to Avcon Services, Inc. (b)
   
30,500
     
1,914
 
Totals
 
$
60,612
   
$
21,125
 
Less debt discount
   
(6,022
)
       
Net Notes Payable - Related Parties
 
$
54,590
         

(a)
Gulf Coast Capital, LLC is a company owned by Mark Bogani, our former CEO.  The note is dated September 30, 2016 and represents the consolidation of various smaller notes payable previously outstanding totaling $145,112 plus $15,471 in accrued interest.  Interest continues to accrue at the rate of 5%, with principal and interest being due on demand and convertible into our common stock at the option of the lender at a fixed rate of $.025 per share.  Upon the note's inception, there was a beneficial conversion feature totaling $29,022 that is being amortized ratably over the five-year conversion period (with acceleration if converted) and netted against the principal balance as a debt discount.  On the reverse merger date of October 27, 2016, $42 of the debt discount had been amortized, resulting in a debt discount balance of $28,980.  On December 30, 2016, Gulf Coast Capital converted $115,000 of the note into 4,600,000 shares of the Company's Common Stock, resulting in an additional debt discount amortization of $22,958 through December 31, 2016 and remaining debt discount balance of $6,022 at year-end. The net balance of the note on December 31, 2016 was $24,090.  Accrued interest on the reverse merger date of October 27, 2016 totaled $17,997.  Interest expense for the period of October 27, 2016 through December 31, 2016 was $1,214 resulting in $19,211 in accrued interest outstanding at December 31, 2016.
   
(b)
Avcon Services, Inc. is a company owned by Tracy Madsen, our former CFO.  The note represents amounts due for CFO services during the period of June 2014 through September 2015, is dated December 31, 2015, carries an interest rate of 5%, and is due on demand. The note and accrued interest, or any portion thereof, are convertible at the option of Avcon, into the Company's common stock at a fixed rate of $.025 per share at any time through December 31, 2020. Accrued interest on the reverse merger date of October 27, 2016 totaled $1,655.  Interest expense for the period of October 27, 2016 through December 31, 2016 was $259 resulting in $1,914 in accrued interest outstanding at December 31, 2016.

Note Payable

On September 22, 2016, the Company entered into an uncollateralized note payable with an unaffiliated investor in the amount of $50,000.  The note carries an interest rate of 6% and matures on September 22, 2017. The note and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a fixed rate of $.025 per share.  Upon the note's inception, there was a beneficial conversion feature totaling $10,000 that is being amortized ratably over one-year note maturity period (with acceleration if converted) netted against the principal balance as a debt discount.  On the reverse merger date of October 27, 2016, $959 of the debt discount had been amortized, resulting in a debt discount balance of $9,041.  During the period of the reverse merger date of October 27, 2016 through December 31, 2016, we recognized an additional debt discount amortization of $1,760, resulting in a remaining debt discount balance of $7,281 at year-end. The net balance of the note on December 31, 2016 was $42,719.  Accrued interest on the reverse merger date of October 27, 2016 totaled $208.  Interest expense for the period of October 27, 2016 through December 31, 2016 was $614 resulting in $822 in accrued interest outstanding at December 31, 2016.
 
28


Note G – Stockholders' Equity
 
Common Stock

We are authorized to issue 2,000,000,000 shares of our $.0001 par value common stock, of which 159,883,328 were issued and outstanding at December 31, 2016.

On June 14, 2016, we issued 2,000 shares of stock to our former officers and directors in exchange for modification  of some terms of their debt agreements with the Company (Note C).

During August and September 2016, we sold 4,000,000 shares of our common stock, with warrants to purchase an additional 6,000,000 shares of our common stock, to a group of private investors for $100,000.  The warrants are exercisable at prices between $0.05 and $0.20 per share at any time between June 30, 2017 and June 30, 2019.  Each series of warrants was valued using the Black-Scholes Options Pricing Model resulting in total warrant value of $85,833. The remaining proceeds of $14,167 were allocated to the common stock.  Black-Scholes data inputs used to value the warrants are as follows:

 
 
Warrants
 
Stock Price
 
Exercise Price
 
Expected Life (Yrs)
 
Risk-Free Rate
 
Warrant Value
Number of Warrants
 
Extended Value
Series A
$.025
$.05
.75
.54%
$.010625
2,000,000
$21,249
Series B
$.025
$.10
1.75
.69%
$.014909
2,000,000
$29,817
Series C
$.025
$.20
1.75
.85%
$.017384
2,000,000
$34,767
Total
           
$85,833

On October 27, 2016, we acquired 100% of the issued and outstanding shares of Advantego Technologies, Inc. ("Advantego") common stock in exchange for 127,915,000 shares of our common stock.
 
On December 30, 2016, $115,000 of the Gulf Coast Capital, LLC note payable (Note F) was converted into 4,600,000 shares of our common stock.
 
Preferred stock

Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of various series of preferred stock.  Subject to the requirements of the Colorado Business Corporation Act, the Board of Directors may issue the preferred stock in series with rights and preferences as the Board of Directors may determine appropriate, without shareholder approval.  As of December 31, 2016, 4,500,000 shares of our Series B Preferred Stock had been authorized for issuance, and 240,000 were issued and outstanding.  These 240,000 Series B shares are convertible into 120,000 common shares.

Note H – Related Party Transactions

We incur various consulting, management, and software licensing expenses with our officers, directors, and companies owned by our officers and directors.  During the period of July 29, 2016 through December 31, 2016, we incurred $107,306 with these individuals and companies, of which $71,006 was payable at December 31, 2016.
 
29


An entity controlled by Mark Bogani, a former officer and Director, acts as our transfer agent. We incurred fees with the transfer agent of $1,948 during the period of July 29, 2016 (inception) through December 31, 2016, of which $1,240 was payable at December 31, 2016.

We have various notes payable outstanding with related parties as detailed in Note F.  Also, on December 30, 2016, we transferred two of our related party notes payable and accrued interest to our sister company, Quove Corporation, as detailed in Note C.

Note I – Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
Deferred tax assets and valuation allowance at December 31, 2016:
 
   
2016
 
       
Net loss carry forward
 
$
4,795,747
 
Valuation allowance
   
(4,795,747
)
 
 
$
-
 
 
A provision for income taxes has not been made due to net operating loss carry-forwards of $14,105,137 at December 31, 2016, which may be offset against future taxable income through 2034. No tax benefit has been reported in the financial statements.

The actual provision for income tax differs from the statutory U.S. federal income tax rate for the years ended December 31, 2016 as follows:
 
   
2016
 
       
Provision (benefit) at US statutory rate of 34%
 
$
55,000
 
Increase (decrease) in valuation allowance
   
(55,000
)
Ending balance
 
$
-
 

Current accounting guidance requires the Company to provide a reconciliation of the beginning and ending amount of unrecognized tax impacts related to the sustainability of tax positions taken in current and prior periods.
 
As of December 31, 2016, the Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
 
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.  As of December 31, 2016, the Company had no accrued interest or penalties related to uncertain tax positions.
 
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2013 through the present.
 
30


 
Note J – Subsequent Events

On January 12, 2017 and March 27, 2017, the Company entered into two uncollateralized notes payable with an unaffiliated investor, each in the amount of $25,000 for $50,000 total.  The notes carry an interest rate of 6%, and mature on January 12, 2018 and March 27, 2017, respectively. The notes and accrued interest, or any portion thereof, are convertible at the option of the lender, into the Company's common stock at a fixed rate of $.025 per share. 

On June 29, 2017, the Company entered into an uncollateralized note payable with its CFO, Frank Grey, in the amount of $12,500.  The note carries an interest rate of 6%, and matures on June 29, 2018.  The note and accrued interest, or any portion thereof, is convertible at the option of the lender, into the Company's common stock at a fixed rate of $.025 per share. 

The Company has evaluated its subsequent events through the date of this report issuance and determined there are no additional events to disclose.









 
 
 
 
 




 
31

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  GOLDEN EAGLE INTERNATIONAL, INC.  
       
       
Dated: October 17, 2017
By:
/s/ Robert W. Ferguson
 
 
 
Robert W. Ferguson
 
 
 
Chief Executive Officer
 
 
 
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
 
Signature
 
Title
 
Date
 
 
 
 
 
         
/s/ Robert W. Ferguson   Chief Executive Officer and a Director   October 17, 2017
Robert W. Ferguson      
         
         
/s/ Philip F. (Frank) Grey   Principal Financial and Accounting Officer and a Director   October 17, 2017
Philip F. (Frank) Grey        
         
         
/s/ Fred Popke   Director    October 17, 2017
Fred Popke        
         
         
/s/ John J. Carvelli   Director    October 17, 2017
John J. Carvelli        
 
 
 
 
 
32