Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Coro Global Inc. |
Entity Central Index Key | 0000842013 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 470,800 | $ 223,576 |
Prepaid expenses | 6,718 | |
Total current assets | 477,518 | 223,576 |
Equipment, net | 7,722 | 9,715 |
Dino Might program | 1,979 | 1,979 |
Total assets | 487,219 | 235,270 |
Current liabilities | ||
Accounts payable and accrued liabilities | 153,551 | 223,067 |
Deferred compensation | 300,995 | |
Note payable - related party | 180,382 | 100,000 |
Convertible debenture, net - related party | 85,829 | |
Total current liabilities | 333,933 | 709,891 |
Commitments and Contingencies (Note 7) | ||
Stockholders' Equity (deficit) | ||
Preferred stock, value | ||
Common stock, $.0001 par value: 700,000,000 authorized; 24,129,746 issued and 23,372,746 outstanding as of December 31, 2019 and 22,848,246 issued and outstanding as of December 31, 2018 | 2,337 | 2,285 |
Additional paid-in capital | 39,276,760 | 33,798,526 |
Accumulated deficit | (39,125,811) | (34,275,432) |
Total stockholders' Equity (deficit) | 153,286 | (474,621) |
Total liabilities and stockholders' Equity (deficit) | 487,219 | 235,270 |
Preferred stock Series C | ||
Stockholders' Equity (deficit) | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 24,129,746 | 22,848,246 |
Common stock, shares outstanding | 23,372,746 | 22,848,246 |
Preferred stock Series C | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 6,485 | |
Operating expenses | ||
Selling, general and administrative expenses | 3,835,548 | 2,455,774 |
Development expense | 997,620 | 962,063 |
Total operating expenses | 4,833,168 | 3,417,837 |
Loss from operations | (4,833,168) | (3,411,352) |
Other expenses | ||
Interest expense | (17,211) | (606,527) |
Change in fair value of derivative liabilities | (6,088) | |
Total other expenses | (17,211) | (612,615) |
Net loss | $ (4,850,379) | $ (4,023,967) |
Net loss per common share: basic and diluted | $ (0.21) | $ (0.26) |
Weighted average common shares outstanding: basic and diluted | 23,088,483 | 15,650,460 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Series C | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 1 | $ 15 | $ 29,328,064 | $ (30,251,465) | $ (923,385) |
Balance, shares at Dec. 31, 2017 | 7,000 | 151,277 | |||
Forgiveness of accrued salary related party | 239,000 | 239,000 | |||
Forgiveness of accrued interest related party | 19,999 | 19,999 | |||
Extinguishment of derivative liability | 25,494 | 25,494 | |||
Conversion of notes payable to common stock | $ 1,795 | 482,855 | 484,650 | ||
Conversion of notes payable to common stock, shares | 17,950,000 | ||||
Sale of common stock | $ 390 | 1,866,277 | 1,866,667 | ||
Sale of common stock, shares | 3,896,969 | ||||
Common stock issued for services | $ 50 | 1,249,950 | 1,250,000 | ||
Common stock issued for services, shares | 500,000 | ||||
Beneficial conversion feature on debt | 586,921 | 586,921 | |||
Conversion of notes payable and preferred stock to common stock | $ (1) | $ 35 | (34) | ||
Conversion of notes payable and preferred stock to common stock, shares | (7,000) | 350,000 | |||
Net loss | (4,023,967) | (4,023,967) | |||
Balance at Dec. 31, 2018 | $ 2,285 | 33,798,526 | (34,275,432) | (474,621) | |
Balance, shares at Dec. 31, 2018 | 22,848,246 | ||||
Sale of common stock | $ 48 | 2,409,952 | 2,410,000 | ||
Sale of common stock, shares | 482,000 | ||||
Common stock issued for services | $ 3 | 168,872 | 168,875 | ||
Common stock issued for services, shares | 32,500 | ||||
Common stock issued for conversion of deferred compensation | 2,162,408 | 2,162,408 | |||
Common stock issued for conversion of note payable | $ 1 | 49,999 | 50,000 | ||
Common stock issued for conversion of note payable, shares | 10,000 | ||||
Amortization of stock compensation | 687,003 | 687,003 | |||
Net loss | (4,850,379) | (4,850,379) | |||
Balance at Dec. 31, 2019 | $ 2,337 | $ 39,276,760 | $ (39,125,811) | $ 153,286 | |
Balance, shares at Dec. 31, 2019 | 23,372,746 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (4,850,379) | $ (4,023,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 2,617,291 | 1,550,995 |
Amortization expense of debt discount | 10,000 | 586,921 |
Depreciation | 1,993 | 249 |
Amortization of prepaid expenses | 93,282 | |
Change in derivative liability - convertible debentures | 6,088 | |
Changes in operating assets and liabilities | ||
Merchant services reserve | 2,938 | |
Accrued interest - convertible debenture | 5,387 | |
Accrued interest - notes payable | 17,688 | |
Accounts payable and accrued liabilities | (67,183) | 200,281 |
Net cash used in operating activities | (2,194,996) | (1,653,420) |
Cash flows from investing activities | ||
Purchase of Equipment | (9,964) | |
Net cash used in investing activities | (9,964) | |
Cash flow from financing activities | ||
Bank overdraft | (1,577) | |
Repayments on notes payable - related party | (67,780) | (101,935) |
Proceeds from notes payable - related party | 100,000 | 82,075 |
Proceeds from convertible note - related party | 41,000 | |
Proceeds from related party | 3,000 | 1,866,667 |
Repayments to related party | (3,000) | |
Proceeds from issuance of common stock | 2,410,000 | |
Net cash provided by financing activities | 2,442,220 | 1,886,230 |
Net increase in cash and cash equivalents | 247,224 | 222,846 |
Cash and cash equivalents at beginning of year | 223,576 | 730 |
Cash and cash equivalents at end of year | 470,800 | 223,576 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 9,920 | 1,285 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of Convertible debentures related party to non convertible | 88,162 | |
Reclassification of derivative liability to additional paid in capital | 2,162,408 | |
Common stock issued conversion for conversion of notes payable - related party | 50,000 | |
Common stock issued for prepaid consulting services | 100,000 | |
Debt discount due to beneficial conversion | 583,921 | |
Common stock issued from conversion of preferred stock | 1 | |
Common stock issued from conversion of debt and accrued interest | 484,560 | |
Forgiveness of accrued salary related-party | 239,000 | |
Forgiveness of accrued interest related-party | 19,999 | |
Extinguishment of derivative associated with related party note | $ 25,494 |
Business, Going Concern and Sig
Business, Going Concern and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder's deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of Business Operations Coro Global Inc. (formerly known as Hash Labs Inc.) (the "Company") is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. On September 14, 2018 the Company formed a wholly owned subsidiary Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,850,379 for the year ended December 31, 2019. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. We will need to raise additional capital in order to continue operations. The Company's ability to obtain additional financing may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company's control. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $8,000 above the FDIC limit. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $8,994 and $0, respectively for advertising costs for the years ended December 31, 2019 and 2018. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 5 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: December 31, December 31, Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (2,242 ) (249 ) Balance $ 7,722 $ 9,715 Depreciation expense was $1,993 and $249, respectively for the years ended December 31, 2019 and 2018, respectively. Revenue Recognition Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements. Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ("FASB") ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. Leases In February 2016, the FASB issued ASU 2016-02, Leases Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 and 145,712,968 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2019 and 2018. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. Reclassifications Certain 2018 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Deferred Stock-Based Compensati
Deferred Stock-Based Compensation - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Compensation Related Party [Abstract] | |
DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY | 2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY Effective May 18, 2018, the Company appointed J. Mark Goode as the President and Chief Executive Officer of the Company. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018 the Company accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity's share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award's fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. On May 31, 2019, the Company entered into amendment no. 1 to the Company's employment agreement with Mr. Goode. Pursuant to the amendment, the Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. The shares will be expensed over the term of the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and ● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. As of December 31, 2019 the unvested amount of the awards was $900,598. |
Notes Payable - Related Party
Notes Payable - Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | 3. NOTES PAYABLE – RELATED PARTY On July 15, 2016, the Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into an exchange agreement with The Vantage Group Ltd. ("Vantage"), which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. Vantage is owned by Lyle Hauser, an adviser to the Company and its then-largest stockholder. The changes in this note payable to related party are reflected in the following at December 31, 2019 and 2018: At At Note Payable $ - $ 100,000 Accrued interest $ 19,438 $ 17,688 On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 10), and bears interest at the rate of 7% per year, due upon maturity. As of December 31, 2019, the note had a balance of $70,382 and accrued interest of $5,438. On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which has been extended to December 31, 2019, and bears interest at the rate of 7% per year, due upon maturity. Accrued interest at December 31, 2019 amounted to $1,245. The Company repaid note in full on November 19, 2019. On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020. Following the maturity date, the note bears a 9% annual interest rate until paid in full. As of December 31, 2019, the note had a balance of $110,000. During the year ended December 31, 2018, the Company repaid $3,220 to the then-CEO, and borrowed an additional $75. During the year ended December 31, 2018 the remaining amount of $3,145 was repaid. The advances carried a 0% interest rate and were to be repaid when funds were available. The Company evaluated the modification under ASC 470-50 and concluded the deletion of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. |
Intellectual Property
Intellectual Property | 12 Months Ended |
Dec. 31, 2019 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 4. INTELLECTUAL PROPERTY In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might asset pursuant to which the Company agreed to pay to Vantage, for the Company's 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might asset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of December 31, 2019, the Dino Might asset balance was $1,979. Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada (the "Series C Certificate of Designation"). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018. No shares of Series C Preferred Stock are outstanding as of December 31, 2019 and December 31, 2018, and no such shares may be re-issued. On May 18, 2018, the Company appointed J. Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a conversion price of $0.0005. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage's convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note in the principal amount (including accrued interest) of $243,000. On June 29, 2018, a significant shareholder forgave the amounts owed under a debenture. The Company recorded a capital contribution of $19,999. The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 6. On June 29, 2018, two related parties forgave a total of $239,000 of accrued compensation. The amounts have been recorded as a capital contribution. During the year ended December 31, 2018, the Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company's common stock, for an aggregate purchase price equal to $1,866,667. The closing of these subscription agreements has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company's chief executive officer. On April 12, 2019, the Company entered into an exchange agreement with Vantage pursuant to which Vantage exchanged a portion of an outstanding promissory note of the Company held by Vantage, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. During the year ended December 31, 2019 the Company sold a total of 482,000 shares of common stock in private placements for $2,410,000 ($5.00 per share). On May 3, 2019, the Company issued 20,000 shares of common stock valued at $100,000 ($5.00 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 per months for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement had an initial term of six months, and renewed automatically for one additional six month term. In August 2019 the agreement was amended such that no additional compensation will be owed for the renewal term. On May 31, 2019, the Company entered into amendment no. 1 to the Company's employment agreement with J. Mark Goode, the Company's chief executive officer and director. Pursuant to the amendment, the Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and ● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). On May 31, 2019, the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. As of December 31, 2019 the unvested amount of the awards was $900,598. On October 23, 2019, the Company issued 12,500 shares of common stock valued at $68,875 ($5.51 per share) fair market value, pursuant to a consulting agreement. |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITIES | 6. DERIVATIVE LIABILITIES The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value). Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 "Derivatives and Hedging" (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity's own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during the year ended December 31, 2018. December 31, Risk-free interest rate at grant date 0.45 % Expected stock price volatility 244 % Expected dividend payout - Expected option in life-years 1 The change in fair value of the conversion option derivative liability consisted of the following during the year ended December 31, 2018: December 31, Conversion option liability (beginning balance) $ 19,406 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 Net conversion option liability $ - Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES On August 3, 2018, the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing strategy. As of December 31, 2019, REQ has completed its engagement with the Company and the Company owed $17,500 to REQ, which has since been paid. In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The Company is obligated to pay a first year licensing fee of $225,000 which will be due to prior to launch of the Coro product and a fee for additional nodes at $15,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreement automatically renews for an additional one year and the fees may not increase more than 1%. On March 9, 2020, the Company entered into an engagement agreement with Aegis Capital Corp. ("Aegis"). See Note 10. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2019 | |
Related Party [Abstract] | |
RELATED PARTY | 8. RELATED PARTY On July 15, 2016, the Company issued an unsecured 7% promissory note to a significant shareholder in the amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into an exchange agreement with Vantage, which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 10), and bears interest at the rate of 7% per year, due upon maturity. Accrued interest at December 31, 2019 amounted to $4,927. On January 14, 2019, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which has been extended to December 31, 2019, and bears interest at the rate of 7% per year, due upon maturity. Accrued interest at December 31, 2019 amounted to $1,245. The Company repaid note in full on November 19, 2019. On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 10). Following the maturity date, the note bears a 9% annual interest rate until paid in full. Accrued interest at December 31, 2019 amounted to $4,927. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 9. INCOME TAXES A reconciliation of the Company's income taxes to amounts calculated at the federal statutory rate of 21% is as follows for the years ended December 31: 2019 2018 Federal statutory taxes (21.00 )% (21.00 )% State income taxes, net of federal tax benefit (4.35 )% (4.35 )% Nondeductible items - - Change in tax rate estimates - - Change in valuation allowance 25.35 % 25.35 % - % - % The significant components of the Company's net deferred tax assets are as follows for the years ended December 31: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,514,632 $ 4,966,666 Total deferred tax assets 5,514,632 4,666,666 Valuation allowance (5,514,632 ) (4,966,666 ) Net deferred tax assets $ - $ - FASB ASC 740, Income Taxes, At December 31, 2019 and December 31, 2018, respectively, the Company had approximately $21,758,000 and $19,956,000, respectively, of U.S. net operating loss carryforwards remaining. As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken. Tax returns for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 are subject to examination by the Internal Revenue Service. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On March 9, 2020, the Company entered into an engagement agreement with Aegis Capital Corp. ("Aegis"), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering is completed, the agreement contemplates, that (subject to execution of an underwriting agreement for the offering) Aegis will be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. The agreement has a term that ends six months from the date thereof or upon completion of the proposed offering. From January 1, 2020 to March 31, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 200,000 shares of common stock for an aggregate purchase price of $1,000,000. Between January 3, 2020 to March 17, 2020, the Company repaid $100,000 of loans due to Vantage. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32,as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 has been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. On April 8, 2020, the Company issued and sold to an accredited investor 5,000 shares of common stock for a purchase price of $25,000. The Company's operation has been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which is subject to a "stay at home" order effective March 26, 2020, until the expiration of the existing State of Emergency. The Company is not considered an "essential" business and has closed its office. Until this stay at home order is lifted and the Company can resume its normal operations, the impact of the Covid-19 pandemic on the Company is unknown. |
Business, Going Concern and S_2
Business, Going Concern and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder's deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. |
Principle of Consolidation | Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Nature of Business Operations | Nature of Business Operations Coro Global Inc. (formerly known as Hash Labs Inc.) (the "Company") is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. ("Bio-Solutions") entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. ("OmniMed") and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. On September 14, 2018 the Company formed a wholly owned subsidiary Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,850,379 for the year ended December 31, 2019. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. We will need to raise additional capital in order to continue operations. The Company's ability to obtain additional financing may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company's control. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $8,000 above the FDIC limit. |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $8,994 and $0, respectively for advertising costs for the years ended December 31, 2019 and 2018. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 5 years. Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: December 31, December 31, Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (2,242 ) (249 ) Balance $ 7,722 $ 9,715 Depreciation expense was $1,993 and $249, respectively for the years ended December 31, 2019 and 2018, respectively. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ("FASB") ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 |
Impairment of Long Lived Assets | Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases |
Net Loss per Share | Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 and 145,712,968 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2019 and 2018. |
Management Estimates | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. |
Reclassifications | Reclassifications Certain 2018 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Business, Going Concern and S_3
Business, Going Concern and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property and equipment estimated useful lives | Depreciation/ Amortization Asset Category Period Computer equipment 5 Years Computer software 3 Years |
Schedule of computer and equipment costs | December 31, December 31, Computer equipment $ 9,964 $ 9,964 Accumulated depreciation (2,242 ) (249 ) Balance $ 7,722 $ 9,715 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable - Related Party [Abstract] | |
Schedule of changes in notes payable to related party | At At Note Payable $ - $ 100,000 Accrued interest $ 19,438 $ 17,688 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value of the conversion options | December 31, Risk-free interest rate at grant date 0.45 % Expected stock price volatility 244 % Expected dividend payout - Expected option in life-years 1 |
Schedule of fair value of the conversion option derivative liability | December 31, Conversion option liability (beginning balance) $ 19,406 Reclassification to additional paid in capital (25,494 ) Loss on changes in fair market value of conversion option liability 6,088 Net conversion option liability $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of federal statutory rate | 2019 2018 Federal statutory taxes (21.00 )% (21.00 )% State income taxes, net of federal tax benefit (4.35 )% (4.35 )% Nondeductible items - - Change in tax rate estimates - - Change in valuation allowance 25.35 % 25.35 % - % - % |
Schedule of components of net deferred tax assets including valuation allowance | 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 5,514,632 $ 4,966,666 Total deferred tax assets 5,514,632 4,666,666 Valuation allowance (5,514,632 ) (4,966,666 ) Net deferred tax assets $ - $ - |
Business, Going Concern and S_4
Business, Going Concern and Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Computer equipment | $ 9,964 | $ 9,964 |
Accumulated depreciation | (2,242) | (249) |
Total | $ 7,722 | $ 9,715 |
Computer Equipment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Depreciation and amortization period | 5 years | |
Computer Software [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Depreciation and amortization period | 3 years |
Business, Going Concern and S_5
Business, Going Concern and Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation & Going Concern (Textual) | ||
Planned CXAU platform-overview, description | The Company is developing products and technology solutions for global payments and the financial industry. | |
Net loss | $ (4,850,379) | $ (4,023,967) |
Depreciation expense | 1,993 | 249 |
Advertising expense | $ 8,994 | $ 0 |
Convertible shares not included in the computation of diluted loss per share | 0 | 145,712,968 |
Current operating account | $ 8,000 | |
Stock issue of new shares | 482,000 | |
Mr. Goode [Member] | ||
Basis of Presentation & Going Concern (Textual) | ||
Stock issue of new shares | 750,000 | |
Maximum [Member] | ||
Basis of Presentation & Going Concern (Textual) | ||
Property and Equipment estimated useful lives | 5 years | |
Minimum [Member] | ||
Basis of Presentation & Going Concern (Textual) | ||
Property and Equipment estimated useful lives | 3 years |
Deferred Stock-Based Compensa_2
Deferred Stock-Based Compensation - Related Party (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
May 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | May 17, 2021 | May 17, 2020 | May 31, 2019 | |
Deferred Stock-Based Compensation - Related Party (Textual) | ||||||
Common stock shares issued | 24,129,746 | 22,848,246 | ||||
Common stock, value | $ 2,337 | $ 2,285 | ||||
Accrued stock-based compensation | 300,995 | |||||
Common stock for service | 2,617,291 | 1,550,995 | ||||
Additional paid in capital | 39,276,760 | $ 33,798,526 | $ 2,162,408 | |||
Mr. Goode [Member] | Employment Agreement [Member] | ||||||
Deferred Stock-Based Compensation - Related Party (Textual) | ||||||
Annual base salary | $ 96,000 | |||||
Increase annual base salary maximum | $ 216,000 | |||||
Deferred compensation related party, description | Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. | |||||
Common stock shares issued | 500,000 | 250,000 | 500,000 | 750,000 | ||
Common Stock, per share | $ 2.50 | |||||
Common stock, value | $ 1,250,000 | |||||
Unvested [Member] | ||||||
Deferred Stock-Based Compensation - Related Party (Textual) | ||||||
Common stock, value | 900,598 | |||||
Additional value of common stock for the vesting | $ 687,003 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details) - Notes Payable Related Party [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | ||
Note Payable | $ 100,000 | |
Accrued interest | $ 19,438 | $ 17,688 |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Textual) - USD ($) | Apr. 12, 2019 | Apr. 12, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 |
Note Payable - Related Party (Textual) | ||||||||
Unsecured promissory notes, description | The Company repaid $3,220 to the then-CEO, and borrowed an additional $75. During the year ended December 31, 2018 the remaining amount of $3,145 was repaid. The advances carried a 0% interest rate and were to be repaid when funds were available. | |||||||
Unsecured promissory notes mature, description | The Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company’s common stock, for an aggregate purchase price equal to $1,866,667. The closing of these subscription agreements has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer | |||||||
Aggregate principal amount | $ 243,000 | |||||||
Newly issued shares of common stock | 482,000 | |||||||
Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Outstanding convertible promissory note | $ 50,000 | $ 50,000 | ||||||
Shareholder [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Unsecured promissory notes, description | The Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. | The Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020. Following the maturity date, the note bears a 9% annual interest rate until paid in full. Accrued interest at December 31, 2019 amounted to $4,927. | ||||||
Unsecured promissory notes total | $ 100,000 | |||||||
Unsecured promissory notes mature, description | One-year term | |||||||
Maturity date | Jun. 30, 2019 | |||||||
Vantage [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Percentage of advance carries interest rate | 7.00% | |||||||
Aggregate principal amount | $ 17,780 | |||||||
Maturity date | Dec. 31, 2019 | |||||||
Outstanding convertible promissory note | 50,000 | 50,000 | ||||||
Accrued interest | $ 1,245 | |||||||
Repayments common stock | $ 50,000 | |||||||
Newly issued shares of common stock | 10,000 | |||||||
Vantage [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Percentage of advance carries interest rate | 7.00% | |||||||
Aggregate principal amount | $ 17,780 | |||||||
Maturity date | Dec. 31, 2019 | |||||||
Outstanding convertible promissory note | $ 50,000 | 50,000 | $ 17,780 | 70,382 | ||||
Accrued interest | 5,438 | |||||||
Repayments common stock | $ 50,000 | |||||||
Newly issued shares of common stock | 10,000 | |||||||
Hauser [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Percentage of advance carries interest rate | 7.00% | |||||||
Aggregate principal amount | $ 70,382 | |||||||
Maturity date | Dec. 31, 2019 | |||||||
Accrued interest | 4,927 | |||||||
Hauser [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Percentage of advance carries interest rate | 7.00% | |||||||
Aggregate principal amount | $ 70,382 | |||||||
Maturity date | Jun. 30, 2020 | |||||||
Outstanding convertible promissory note | $ 70,382 | $ 110,000 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | May 03, 2019 | Sep. 30, 2017 | Sep. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Intellectual Property (Textual) | |||||
Impairment loss | $ 818,472 | ||||
Percentage of revenue | 30.00% | ||||
Issued to vantage shares | 482,000 | ||||
Shares issued value | $ 100,000 | $ 2,410,000 | |||
Dino Might asset balance | $ 1,979 | $ 1,979 | |||
Series C Preferred Stock [Member] | |||||
Intellectual Property (Textual) | |||||
Issued to vantage shares | 7,000 | ||||
Shares issued value | $ 820,451 | $ 820,451 |
Equity (Details)
Equity (Details) - USD ($) | May 03, 2019 | Apr. 06, 2018 | Apr. 03, 2018 | May 17, 2021 | May 17, 2020 | Oct. 23, 2019 | May 31, 2019 | Jun. 29, 2018 | May 18, 2018 | Sep. 30, 2017 | Sep. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 28, 2019 | Apr. 12, 2019 |
Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||||||
Stock issued shares value | $ 100,000 | $ 2,410,000 | |||||||||||||
Stock issued of new shares | 20,000 | 750,000 | 482,000 | ||||||||||||
Purchase price, per share | $ 5 | $ 5 | |||||||||||||
Fair market value | $ 2,500 | ||||||||||||||
Additional paid in capital | $ 2,162,408 | $ 39,276,760 | $ 33,798,526 | ||||||||||||
Purchase agreement, description | The agreement had an initial term of six months, and renewed automatically for one additional six month term. In August 2019 the agreement was amended such that no additional compensation will be owed for the renewal term. | ||||||||||||||
Employment agreement, description | The Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company’s common stock, for an aggregate purchase price equal to $1,866,667. The closing of these subscription agreements has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer | ||||||||||||||
Convertible promissory note principal amount | $ 243,000 | ||||||||||||||
Aggregate of common stock | 9,000,000 | ||||||||||||||
Capital contribution | $ 19,999 | $ 35,294 | |||||||||||||
Accrued compensation capital contribution | $ 239,000 | ||||||||||||||
Mr. Goode [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Stock issued of new shares | 750,000 | ||||||||||||||
Newly Issued [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Outstanding promissory note | $ 10,000 | ||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Outstanding promissory note | $ 50,000 | ||||||||||||||
Preferred Series C | |||||||||||||||
Equity (Textual) | |||||||||||||||
Preferred stock, shares authorized | 7,000 | ||||||||||||||
Stock issued shares value | $ 820,451 | $ 820,451 | |||||||||||||
Stock issued of new shares | 7,000 | ||||||||||||||
Officer [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Stock issued of new shares | 250,000 | 500,000 | |||||||||||||
Unvested [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Additional paid in capital | 900,598 | ||||||||||||||
Vesting [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Fair market value | $ 68,875 | ||||||||||||||
Common stock for vesting award value | $ 687,003 | ||||||||||||||
Convertible price | $ 5.51 | ||||||||||||||
Aggregate of common stock | 12,500 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Employment agreement, description | The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). | ||||||||||||||
Vantage [Member] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Employment agreement, description | The Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock. | ||||||||||||||
Debt discount | $ 518,225 | ||||||||||||||
Percentage of interest rate | 7.00% | ||||||||||||||
Convertible promissory note principal amount | $ 518,225 | ||||||||||||||
Aggregate principal amount | $ 518,225 | ||||||||||||||
Convertible price | $ 0.027 | ||||||||||||||
Lyle Hauser [Member]r] | |||||||||||||||
Equity (Textual) | |||||||||||||||
Debt discount | $ 68,969 | ||||||||||||||
Percentage of interest rate | 7.00% | ||||||||||||||
Convertible promissory note principal amount | $ 68,969 | ||||||||||||||
Aggregate principal amount | $ 68,969 | ||||||||||||||
Convertible price | $ 0.0005 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Liabilities Details [Abstract] | |
Risk-free interest rate at grant date | 0.45% |
Expected stock price volatility | 244.00% |
Expected dividend payout | |
Expected option in life-years | 1 year |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Reclassification to additional paid in capital | $ 239,000 |
Conversion Option [Member] | |
Conversion option liability (beginning balance) | 19,406 |
Reclassification to additional paid in capital | (25,494) |
Loss on changes in fair market value of conversion option liability | 6,088 |
Net conversion option liability |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details Textual) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Derivative Liabilities (Textual) | |
Fair market value of conversion option liability | $ 6,088 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies (Textual) | ||
Description of Commitments agreement | REQ has completed its engagement with the Company and the Company owed $17,500 to REQ, which has since been paid. | |
License Fee Agreement Description | We entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The Company is obligated to pay a first year licensing fee of $225,000 which will be due to prior to launch of the Coro product and a fee for additional nodes at $15,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreement automatically renews for an additional one year and the fees may not increase more than 1%. |
Related Party (Details)
Related Party (Details) - USD ($) | Apr. 12, 2019 | Apr. 09, 2019 | Jan. 14, 2019 | Feb. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 | Jul. 15, 2016 |
Related Party Transactions (Textual) | ||||||||
Principal amount | $ 243,000 | |||||||
Related party promissory note | $ 100,000 | $ 82,075 | ||||||
Newly issued shares of common stock | 482,000 | |||||||
Lyle Hauser [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Principal amount | $ 100,000 | |||||||
Maturity date | Jun. 30, 2019 | Dec. 31, 2019 | ||||||
Interest rate per year | 9.00% | 7.00% | ||||||
Accrued interest | $ 4,927 | |||||||
Related party promissory note | $ 110,000 | |||||||
Original issue discount | $ 10,000 | |||||||
Interest rate | 0.00% | |||||||
Common stock for purchase price | $ 100,000 | |||||||
Vantage [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Aggregate amount of convertible debt | $ 17,780 | |||||||
Principal amount | $ 17,780 | |||||||
Maturity date | Dec. 31, 2019 | |||||||
Interest rate per year | 7.00% | |||||||
Accrued interest | 1,245 | |||||||
Outstanding convertible promissory note | $ 50,000 | |||||||
Repayments common stock | $ 50,000 | |||||||
Newly issued shares of common stock | 10,000 | |||||||
Hauser [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Aggregate amount of convertible debt | $ 70,382 | |||||||
Principal amount | $ 70,382 | |||||||
Maturity date | Dec. 31, 2019 | |||||||
Interest rate per year | 7.00% | |||||||
Accrued interest | 4,927 | |||||||
Brian and David Dorr [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consulting fees and expenses | $ 107,306 |
Income Taxes (Details)
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory taxes | (0.2100) | (0.2100) |
State income taxes, net of federal tax benefit | (0.0435) | (0.0435) |
Nondeductible items | ||
Change in tax rate estimates | ||
Change in valuation allowance | 25.35% | 25.35% |
Total |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 5,514,632 | $ 4,966,666 |
Total deferred tax assets | 5,514,632 | 4,666,666 |
Valuation allowance | (5,514,632) | (4,966,666) |
Net deferred tax assets |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes (Textual) | |||
Net deferred taxes | $ 5,514,632 | $ 4,966,666 | |
Change in valuation allowance | $ 547,966 | 1,191,315 | |
Federal income tax rate | 21.00% | ||
Net operating loss carryforwards | $ 21,758,000 | $ 19,956,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 08, 2020 | Apr. 07, 2020 | Mar. 09, 2020 | Mar. 31, 2020 | Mar. 17, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Number of shares issued by company | 24,129,746 | 22,848,246 | |||||
Subsequent Event [Member] | |||||||
Common stock aggregate purchase price | $ 25,000 | ||||||
Engagement agreement, description | The Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering is completed, the agreement contemplates, that (subject to execution of an underwriting agreement for the offering) Aegis will be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. | ||||||
Number of shares issued by company | 5,000 | ||||||
Forecast [Member] | |||||||
Common stock aggregate purchase price | $ 1,000,000 | ||||||
Lyle hauser a related party, repaid loan | $ 100,000 | ||||||
Subsequent event, description | The maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32,as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 has been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. | ||||||
Number of share issued and sold by company | 200,000 |