v3.8.0.1
Note B - Business Combination - Reverse Merger
12 Months Ended
Dec. 31, 2016
Notes  
Note B - Business Combination - Reverse Merger

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.

 

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.