Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Coro Global Inc. |
Entity Central Index Key | 0000842013 |
Amendment Flag | true |
Amendment Description | The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. |
Document Type | S-1/A |
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 ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | |||
Cash | $ 1,396,545 | $ 470,800 | $ 223,576 |
Cash - restricted | 87,380 | ||
Surety Bonds | 19,237 | ||
Prepaid expenses | 269,342 | 6,718 | |
Total current assets | 1,772,504 | 477,518 | 223,576 |
Equipment, net | 8,731 | 7,722 | 9,715 |
Dino Might program | 1,979 | 1,979 | 1,979 |
Total assets | 1,783,214 | 487,219 | 235,270 |
Current liabilities | |||
Accounts payable and accrued liabilities | 407,415 | 153,551 | 223,067 |
Due to customers, net | 86,719 | ||
Deferred compensation | 300,995 | ||
Note payable - related party | 180,382 | 100,000 | |
Convertible debenture, net - related party | 85,829 | ||
Total current liabilities | 494,134 | 333,933 | 709,891 |
Commitments and Contingencies (Note 9) | |||
Stockholders' equity | |||
Preferred stock value | |||
Common stock, $.0001 par value: 700,000,000 shares authorized; 25,052,746 shares issued and outstanding as of September 30, 2020 and 24,122,746 shares issued and outstanding as of December 31, 2019 | 2,505 | 2,412 | 2,285 |
Additional paid-in capital | 44,540,824 | 39,276,685 | 33,798,526 |
Accumulated deficit | (43,254,249) | (39,125,811) | (34,275,432) |
Total stockholders' equity | 1,289,080 | 153,286 | (474,621) |
Total liabilities and stockholders' deficit | 1,783,214 | 487,219 | 235,270 |
Preferred stock Series C | |||
Stockholders' equity | |||
Preferred stock value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 | 700,000,000 |
Common stock, shares issued | 25,052,746 | 24,122,746 | 22,848,246 |
Common stock, shares outstanding | 25,052,746 | 24,122,746 | 22,848,246 |
Preferred stock Series C | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 | 7,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Transaction revenue | $ 316 | $ 316 | ||||
Transaction revenue - related party | 102 | 102 | ||||
Total revenue | 418 | 418 | 6,485 | |||
Operating expenses | ||||||
Selling, general and administrative expenses | 988,972 | 629,154 | 3,052,827 | 3,159,191 | 3,835,548 | 2,455,774 |
Development expense | 422,523 | 184,021 | 911,029 | 890,695 | 997,620 | 962,063 |
Total operating expenses | 1,411,495 | 813,175 | 3,963,856 | 4,049,886 | 4,833,168 | 3,417,837 |
Loss from operations | (1,411,077) | (813,175) | (3,963,438) | (4,049,886) | (4,833,168) | (3,411,352) |
Other expenses | ||||||
Interest expense | (2,236) | (165,000) | (17,211) | (17,211) | (606,527) | |
Change in fair value of derivative liabilities | (6,088) | |||||
Total other expenses | (2,236) | (165,000) | (17,211) | (17,211) | (612,615) | |
Net loss | $ (1,411,077) | $ (815,411) | $ (4,128,438) | $ (4,067,097) | $ (4,850,379) | $ (4,023,967) |
Net loss per common share: basic and diluted | $ (0.06) | $ (0.04) | $ (0.17) | $ (0.18) | $ (0.21) | $ (0.26) |
Weighted average common shares outstanding: basic and diluted | 25,419,159 | 23,897,286 | 25,420,420 | 23,528,209 | 23,528,209 | 15,650,460 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (Deficit) (Unaudited) - 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 | ||||
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 | |||
Sale of common stock | $ 390 | 1,866,277 | 1,866,667 | ||
Sale of common stock, shares | 3,896,969 | ||||
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 | ||||
Common stock issued for services | $ 2 | 99,998 | 100,000 | ||
Common stock issued for services, shares | 20,000 | ||||
Common stock issued for the conversion of deferred compensation | $ 75 | 2,162,408 | 2,162,408 | ||
Common stock issued for the conversion of deferred compensation, shares | 750,000 | ||||
Amortization of stock compensation | 391,552 | 391,552 | |||
Common stock issued for the conversion of note payable | $ 1 | 49,999 | 50,000 | ||
Common stock issued for the conversion of note payable, shares | 10,000 | ||||
Sale of common stock | $ 32 | 1,599,968 | 1,600,000 | ||
Sale of common stock, shares | 320,000 | ||||
Net loss | (4,067,097) | (4,067,097) | |||
Balance at Sep. 30, 2019 | $ 2,395 | 38,102,451 | (38,342,529) | (237,758) | |
Balance, shares at Sep. 30, 2019 | 23,948,246 | ||||
Balance at Dec. 31, 2018 | $ 2,285 | 33,798,526 | (34,275,432) | (474,621) | |
Balance, shares at Dec. 31, 2018 | 22,848,246 | ||||
Common stock issued for services | $ 3 | 168,872 | 168,875 | ||
Common stock issued for services, shares | 32,500 | ||||
Common stock issued for the conversion of deferred compensation | $ 75 | 2,162,333 | 2,162,408 | ||
Common stock issued for the conversion of deferred compensation, shares | 750,000 | ||||
Amortization of stock compensation | 687,003 | 687,003 | |||
Common stock issued for the conversion of note payable | $ 1 | 49,999 | 50,000 | ||
Common stock issued for the conversion of note payable, shares | 10,000 | ||||
Sale of common stock | $ 48 | 2,409,952 | 2,410,000 | ||
Sale of common stock, shares | 482,000 | ||||
Net loss | (4,850,379) | (4,850,379) | |||
Balance at Dec. 31, 2019 | $ 2,412 | 39,276,685 | (39,125,811) | 153,286 | |
Balance, shares at Dec. 31, 2019 | 24,122,746 | ||||
Balance at Jun. 30, 2019 | $ 2,390 | 37,557,004 | (37,527,118) | 32,201 | |
Balance, shares at Jun. 30, 2019 | 23,898,246 | ||||
Amortization of stock compensation | 295,452 | 295,452 | |||
Sale of common stock | $ 5 | 249,995 | 250,000 | ||
Sale of common stock, shares | 50,000 | ||||
Net loss | (815,411) | (815,411) | |||
Balance at Sep. 30, 2019 | $ 2,395 | 38,102,451 | (38,342,529) | (237,758) | |
Balance, shares at Sep. 30, 2019 | 23,948,246 | ||||
Balance at Dec. 31, 2019 | $ 2,412 | 39,276,685 | (39,125,811) | 153,286 | |
Balance, shares at Dec. 31, 2019 | 24,122,746 | ||||
Common stock issued for services | $ 10 | 492,115 | 492,125 | ||
Common stock issued for services, shares | 100,000 | ||||
Sale of common stock | $ 72 | $ 3,584,928 | $ 3,585,000 | ||
Sale of common stock, shares | 717,000 | ||||
Stock based compensation | 622,107 | 622,107 | |||
Stock based compensation, shares | |||||
Warrants issued for services | $ 399,200 | $ 399,200 | |||
Exercise of warrants | $ 8 | 792 | 800 | ||
Exercise of warrants, shares | 80,000 | ||||
Common stock issued for note extension | $ 3 | 164,997 | 165,000 | ||
Common stock issued for note extension, shares | 33,000 | ||||
Net loss | (4,128,438) | (4,128,438) | |||
Balance at Sep. 30, 2020 | $ 2,505 | 44,540,746 | (43,254,249) | 1,289,080 | |
Balance, shares at Sep. 30, 2020 | 25,052,746 | ||||
Balance at Jun. 30, 2020 | $ 2,474 | 42,883,756 | (41,843,172) | 1,043,033 | |
Balance, shares at Jun. 30, 2020 | 247,412,456 | ||||
Common stock issued for services | $ 3 | 149,623 | 149,626 | ||
Common stock issued for services, shares | 31,500 | ||||
Sale of common stock | $ 280,000 | $ 1,400,272 | $ 1,400,300 | ||
Sale of common stock, shares | 28 | ||||
Stock based compensation | 107,198 | 107,198 | |||
Warrants issued for services | |||||
Exercise of warrants | |||||
Exercise of warrants, shares | |||||
Common stock issued for note extension | |||||
Common stock issued for note extension, shares | |||||
Net loss | (1,411,077) | (1,411,077) | |||
Balance at Sep. 30, 2020 | $ 2,505 | $ 44,540,746 | $ (43,254,249) | $ 1,289,080 | |
Balance, shares at Sep. 30, 2020 | 25,052,746 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | ||||
Net loss | $ (4,128,438) | $ (4,067,097) | $ (4,850,379) | $ (4,023,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Common stock issued for services | 1,114,232 | 2,252,965 | 2,717,291 | 1,550,995 |
Warrants issue for services | 399,200 | |||
Common stock issued for debt extension | 165,000 | |||
Amortization expense of debt discount | 9,921 | 10,000 | 586,921 | |
Depreciation | 1,504 | 1,486 | 1,993 | 249 |
Amortization of prepaid expenses | (262,624) | 83,333 | ||
Change in derivative liability - convertible debentures | 6,088 | |||
Changes in operating assets and liabilities | ||||
Increase in surety bonds | (19,237) | |||
Due to customers | 86,719 | |||
Prepaid expenses and other current assets | (6,178) | |||
Merchant services reserve | 2,938 | |||
Accrued interest - convertible debenture | 5,387 | |||
Accrued interest - notes payable | 17,688 | |||
Accounts payable and accrued liabilities | 253,864 | (42) | (67,183) | 200,281 |
Net cash used in operating activities | (2,389,780) | (1,719,434) | (2,194,996) | (1,653,420) |
Cash flows from investing activities | ||||
Purchase of Equipment | (2,513) | (588) | (9,964) | |
Net cash used in investing activities | (2,513) | (588) | (9,964) | |
Cash flow from financing activities | ||||
Proceeds from exercise of warrants | 800 | |||
Bank overdraft | (1,577) | |||
Repayments on notes payable - related party | (180,382) | (50,000) | (67,780) | (101,935) |
Proceeds from notes payable - related party | 100,000 | 100,000 | 82,075 | |
Proceeds from convertible note - related party | 41,000 | |||
Proceeds from related party | 3,000 | 3,000 | ||
Repayments to related party | (3,000) | (3,000) | ||
Proceeds from issuance of common stock | 3,585,000 | 1,600,000 | 2,410,000 | 1,866,667 |
Net cash provided by financing activities | 3,405,418 | 1,650,000 | 2,442,220 | 1,886,230 |
Net increase / (decrease) in cash and cash equivalents | 1,013,125 | (70,022) | 247,224 | 222,846 |
Cash and cash equivalents at beginning of period | 470,800 | 223,576 | 223,576 | 730 |
Cash and cash equivalents at end of period | 1,483,925 | 153,554 | 470,800 | 223,576 |
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 4,618 | 961 | 9,920 | 1,285 |
Cash paid for income taxes | ||||
Non-cash investing and financing activities: | ||||
Conversion of Convertible debentures related party to non convertible | 88,241 | 88,162 | ||
Reclassification of derivative liability to additional paid in capital | 2,162,408 | 2,162,408 | ||
Common stock issued conversion for conversion of notes payable - related party | 50,000 | 50,000 | ||
Common stock issued for prepaid consulting services | $ 100,000 | |||
Debt discount due to beneficial conversion | 586,921 | |||
Common stock issued from conversion of preferred stock | 1 | |||
Common stock issued from conversion of debt and accrued interest | 484,650 | |||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | 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 accompanying unaudited condensed consolidated financial statements of Coro Global Inc., a Nevada corporation (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete condensed consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 13, 2020. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year. 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. is a Nevada corporation that was originally formed on November 1, 2005. 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 (Fintech) industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has developed a Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. In August 2020 the Company released its CORO payment product and commenced its commercialization. Covid-19 Pandemic The Company's operations have been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which was subject to a "stay at home" order effective March 26, 2020, and which was lifted effective May 20, 2020. The effect of Covid-19 on the business, has since been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working remotely. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,128,438 for the nine months ended September 30, 2020 and has an accumulated deficit of $43,254,249 as of September 30, 2020. 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. Restricted cash are funds that belong to the Company's clients and is held at financial institutions. 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 $838,292 above the FDIC limit. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $69,471, $194,852, $0 and $0, respectively for advertising costs for the three and nine months ended September 30, 2020 and 2019. 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. Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 Depreciation expense was $508, and $499 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,504, and $1,486 for the nine months ended September 30, 2020 and 2019, 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 was 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, totalling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and nine months ended September 30, 2020 and 2019. 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 2020 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. | 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. is a Nevada corporation formed in 2005. Since 2018, we have been in the business of financial technology, also known as Fintech. From March 2018 to January 2020 the Company was known as Hash Labs Inc., a name chosen because of the advanced distributed ledger technology we license which is called hashgraph. Effective January 9, 2020, we changed our name to Coro Global Inc. to align our company name with our primary product. 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. Asset Category Depreciation/ Amortization 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | 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. Mr. Goode would have been or will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode would have been required to return 500,000 of such shares to the Company if he was 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 $622,057 for the additional value of the common stock for the vesting of the award. As of September 30, 2020 the unvested amount of the awards was $278,483. During the nine months ended September 30, 2020, 500,000 shares of Mr. Goode common stock vested. The remaining 250,000 shares issued to Mr. Goode under his employment agreement remain subject to forfeiture. | 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 o 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | 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, formerly the Company's largest stockholder. The changes in this note payable to related party are reflected in the following at September 30, 2020 and December 31, 2019: At At Note Payable $ - $ - Accrued interest $ 14,820 $ 19,438 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. 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, 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 had 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. On July 27, 2020 the maturity date of the note dated January 14, 2019 was extended to September 30, 2020. 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 was extended to June 30, 2020. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. During the nine months ended September 30, 2020 the Company repaid a total of $110,000. As of September 30, 2020 and December 31, 2019, the note had a balance of $0 and $110,000, respectively. 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. | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | 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 September 30, 2020 and 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. | 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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | 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 September 30, 2020 and December 31, 2019, 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 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 would have been or will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode would have been required to return 500,000 of such shares to the Company if he was 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. The Company recorded $622,107 for the additional value of the common stock for the vesting of the award during the nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019 the unvested amount of the awards was $278,482 and $900,589, respectively. During the nine months ended September 30, 2020, 500,000 shares of common stock issued to Mr. Goode vested. For the nine months ended September 30, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 717,000 shares of common stock for an aggregate purchase price of $3,585,000. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser was extended to June 30, 2020. See Note 3. 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of September 30, 2020 the note balance has been repaid. During the nine months ended September 30, 2020 the Company issued a total of 68,500 shares of common stock valued at $342,500 ($5.00 per share) to various consultant for consulting and business development. During the nine months ended September 30, 2020 the Company issued a total of 9,000 shares of common stock valued at $42,750 ($4.75 per share) to a consultant for business development services. During the nine months ended September 30, 2020 the Company issued a total of 22,500 shares of common stock valued at $106,875 ($4.75 per share) to the Company's three independent directors for services as directors. On June 22, 2020, the Company issued, to a consultant for services, six-month warrants to purchase 30,000 shares of common stock with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $149,700 ($5.00 per share), the current fair value for common stock. On June 22, 2020, the Company issued to Niquana Noel, the Company's chief operating officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $249,500 ($5.00 per share), the current fair value for common stock. | 5. EQUITY In January 2019, the Company adopted the Company's 2019 Equity Incentive Plan. 2,400,000 shares are available for awards under the plan. The plan was approved by the Company's stockholders in February 2019. As of December 31, 2019 and 2020 the Company has not issued any options pursuant to the plan. 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 | 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 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and on June 23, 2020, the agreement was amended and restated (as amended, the "Swirlds Agreement"). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company's Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the "Order Form"), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. Additionally, pursuant to the Order Form, the Company will pay Swirlds quarterly fees based on the aggregate value of all transaction fees the Company collects in that quarter from customers whose transactions were processed on the Coro payment platform using Swirld's Hashgraph algorithm. The Company will also pay quarterly network transaction fees on all transactions (other than transactions for fiat), that are conducted by a Coro network user. If such quarterly network transaction fees equal less than $5,000, the Company will pay Swirlds $5,000 for that quarter. 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 had a termination date of six months from the date thereof or upon completion of the proposed offering. The Company had recorded $119,025 of deferred offering costs consisting of $85,000 of legal fees, exchange listing fees of $9,025 and $25,000 of underwrite due diligence fees. The agreement expired on September 9, 2020 and offering costs of $119,025 were expensed. On June 24, 2020, the board of directors of the Company adopted a compensation program for independent directors. Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). As of September 30, 2020, the Company had appointed three independent directors. | 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 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
Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party [Abstract] | ||
RELATED PARTY | 7. 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, formerly the Company’s largest stockholder. 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. 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, 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 had 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. On July 27, 2020 the maturity date of the note dated January 14, 2019 was extended to September 30, 2020 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 was extended to June 30, 2020. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. During the nine months ended September 30, 2020 the Company repaid a total of $110,000. As of September 30, 2020 and December 31, 2019, the note had a balance of $0 and $110,000, respectively. During the three and nine months ended September 30, 2020 and 2019 the Company paid Dorr Asset Management consulting fees and expenses of $75,000, $218,367, $0, and $0, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company. | 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. On April 24, 2019, the Company entered into a subscription agreement with Advantage Life, pursuant to which Advantage Life purchased from the Company 200,000 shares of the Company’s common stock for an aggregate purchase price of $1,000,000. The closing of the sale of the shares under the subscription agreement occurred on April 30, 2019. Brian Dorr and David Dorr, the Company’s Chief Executive Officer and Chief Operating Officers, respectively, are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life. On April 12, 2019, the Company entered into and closed a subscription agreement with Vantage pursuant to which the Company sold to Vantage 10,000 shares of common stock for a purchase price of $50,000. |
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 April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser was extended to June 30, 2020. See Note 3. 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. From April 1, 2020 to December 31, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of December 31, 2020 the note balance has been repaid. On June 22, 2020, the Company issued, to a consultant for services, six-month warrants to purchase 30,000 shares of common stock with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $149,700 ($5.00 per share), the current fair value for common stock. On June 22, 2020, the Company issued to Niquana Noel, the Company's chief operating officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $249,500 ($5.00 per share), the current fair value for common stock. On June 23, 2020, the Company entered into an amended and restated software license agreement (the "Swirlds Agreement") with Swirlds, Inc. "Swirlds"). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company's Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the "Order Form"), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. On June 24, 2020, the board of directors of the Company adopted a compensation program for independent directors. Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). Between January 1, 2020 and December 31, 2020, the Company issued a total of 68,500 shares of common stock valued at $342,500 ($5.00 per share) to various consultant for consulting and business development. Between January 1, 2020 and December 31, 2020, the Company issued a total of 22,500 shares of common stock valued at $106,875 ($4.75 per share) to a consultant for business development services. Between January 1, 2020 and December 31, 2020, the Company issued a total of 5,000 shares of common stock valued at $24,750 ($4.95 per share) to a consultant for business development services. Between January 1, 2020 and December 31, 2020, the Company issued a total of 45,000 shares of common stock valued at $213,750 ($4.75 per share) to the Company's three independent directors for services as directors. Between January 1, 2020 and January 22, 2021, the Company entered into [and closed] securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 1,037,000 shares of common stock for an aggregate purchase price of $5,185,000. [The Company has closed on the sale of 997,000 of such shares as of January 22, 2021.] On December 29, 2020, the Company entered into amendment No. 2 to the Company's employment agreement with J. Mark Goode. Pursuant to the amendment, Mr. Goode's employment with the Company will continue until January 31, 2021, and Mr. Goode agreed to resign as President, Chairman, and Chief Executive Officer of the Company effective December 31, 2020. From the period January 1, 2021 to January 31, 2021 Mr. Goode will be entitled to his base salary and any other regular compensation under the employment agreement and will assist the Company in the Company's transition to a new Chief Executive Officer. Mr. Goode agreed that he would return 250,000 shares of the Company's common stock if he were not serving as Chief Executive Officer of the Company as of December 30, 2020, and agreed to return 62,500 shares of common stock to the Company upon expiration of the employment agreement on January 31, 2021. |
Business, Going Concern and S_2
Business, Going Concern and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Coro Global Inc., a Nevada corporation (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete condensed consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 13, 2020. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year. | 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. | 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. is a Nevada corporation that was originally formed on November 1, 2005. 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 (Fintech) industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has developed a Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. In August 2020 the Company released its CORO payment product and commenced its commercialization. | Nature of Business Operations Coro Global Inc. is a Nevada corporation formed in 2005. Since 2018, we have been in the business of financial technology, also known as Fintech. From March 2018 to January 2020 the Company was known as Hash Labs Inc., a name chosen because of the advanced distributed ledger technology we license which is called hashgraph. Effective January 9, 2020, we changed our name to Coro Global Inc. to align our company name with our primary product. |
Covid-19 Pandemic | Covid-19 Pandemic The Company's operations have been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which was subject to a "stay at home" order effective March 26, 2020, and which was lifted effective May 20, 2020. The effect of Covid-19 on the business, has since been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working remotely. | |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,128,438 for the nine months ended September 30, 2020 and has an accumulated deficit of $43,254,249 as of September 30, 2020. 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. | 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. Restricted cash are funds that belong to the Company's clients and is held at financial institutions. | 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 $838,292 above the FDIC limit. | 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 $69,471, $194,852, $0 and $0, respectively for advertising costs for the three and nine months ended September 30, 2020 and 2019. | 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. | 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. Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 Depreciation expense was $508, and $499 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,504, and $1,486 for the nine months ended September 30, 2020 and 2019, respectively. | 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. Asset Category Depreciation/ Amortization 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 was 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. | 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 | 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. | 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 | 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, totalling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and nine months ended September 30, 2020 and 2019. | 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. | 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. | 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 2020 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. | 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. | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of property and equipment estimated useful lives | Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years | Asset Category Depreciation/ Amortization Period Computer equipment 5 Years Computer software 3 Years |
Schedule of computer and equipment costs | September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 | 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) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Notes Payable - Related Party [Abstract] | ||
Schedule of changes in notes payable to related party | At At Note Payable $ - $ - Accrued interest $ 14,820 $ 19,438 | 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 | 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 ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Computer equipment | $ 12,477 | $ 9,964 | $ 9,964 |
Accumulated depreciation | (3,746) | (2,242) | (249) |
Total | $ 8,731 | $ 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 | 5 years | |
Computer Software [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Depreciation and amortization period | 3 years | 3 years |
Business, Going Concern and S_5
Business, Going Concern and Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basis of Presentation & Going Concern (Textual) | ||||||
Planned CXAU platform-overview, description | The Company has developed a Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. | From March 2018 to January 2020 the Company was known as Hash Labs Inc., a name chosen because of the advanced distributed ledger technology we license which is called hashgraph. Effective January 9, 2020, we changed our name to Coro Global Inc. to align our company name with our primary product. | ||||
Net loss | $ (1,411,077) | $ (815,411) | $ (4,128,438) | $ (4,067,097) | $ (4,850,379) | $ (4,023,967) |
Accumulated deficit | (43,254,249) | (43,254,249) | (39,125,811) | (34,275,432) | ||
Depreciation expense | 508 | 499 | 1,504 | 1,486 | 1,993 | 249 |
Advertising expense | $ 69,471 | $ 194,852 | $ 0 | $ 0 | $ 8,994 | $ 0 |
Convertible shares not included in the computation of diluted loss per share | 0 | 0 | 0 | 0 | 0 | 145,712,968 |
Operating accounts | $ 838,292 | $ 838,292 | $ 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 | 5 years | ||||
Minimum [Member] | ||||||
Basis of Presentation & Going Concern (Textual) | ||||||
Property and Equipment estimated useful lives | 3 years | 3 years |
Deferred Stock-Based Compensa_2
Deferred Stock-Based Compensation - Related Party (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2019 | May 18, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 17, 2021 | May 17, 2020 | Apr. 07, 2020 | |
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||||
Common stock shares issued | 25,052,746 | 24,122,746 | 22,848,246 | 33,000 | |||||
Common Stock, per share | $ 5 | ||||||||
Common stock, value | $ 2,505 | $ 2,412 | $ 2,285 | ||||||
Accrued stock-based compensation | 300,995 | ||||||||
Common stock for service | 1,114,232 | $ 2,252,965 | 2,717,291 | 1,550,995 | |||||
Additional paid in capital | $ 2,162,408 | 44,540,824 | 39,276,685 | $ 33,798,526 | |||||
Vesting [Member] | |||||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||||
Additional value of common stock for the vesting | $ 622,057 | ||||||||
Mr. Goode [Member] | |||||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||||
Additional paid in capital | $ 2,162,408 | ||||||||
Mr. Goode [Member] | Vesting [Member] | |||||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||||
Common stock shares issued | 500,000 | ||||||||
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 | 750,000 | 500,000 | 250,000 | 500,000 | |||||
Common Stock, per share | $ 2.50 | ||||||||
Common stock, value | $ 1,250,000 | ||||||||
Additional shares, description | 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. Mr. Goode would have been or will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode would have been required to return 500,000 of such shares to the Company if he was 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). | ||||||||
Additional shares issued | 250,000 | ||||||||
Unvested [Member] | |||||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||||
Common stock, value | $ 278,483 | 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 ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Short-term Debt [Line Items] | |||
Note Payable | $ 100,000 | ||
Accrued interest | $ 14,820 | $ 19,438 | $ 17,688 |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Textual) - USD ($) | Apr. 07, 2020 | Apr. 12, 2019 | Apr. 07, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Feb. 28, 2019 | Sep. 30, 2020 | 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 | |||||||||
Percentage of advance carries interest rate | 7.00% | |||||||||
Aggregate principal amount | $ 100,000 | $ 243,000 | ||||||||
Maturity date | Jun. 30, 2020 | |||||||||
Newly issued shares of common stock | 482,000 | |||||||||
Unsecured Promissory Notes [Member] | ||||||||||
Note Payable - Related Party (Textual) | ||||||||||
Outstanding convertible promissory note | $ 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) | ||||||||||
Unsecured promissory notes mature, 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, 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 had 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. | |||||||||
Percentage of advance carries interest rate | 7.00% | |||||||||
Aggregate principal amount | $ 17,780 | |||||||||
Maturity date | Sep. 30, 2020 | Mar. 31, 2019 | ||||||||
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 | $ 17,780 | $ 70,382 | |||||||
Accrued interest | $ 5,438 | 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 | Mar. 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. 30, 2020 | 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 | $ 342,500 | $ 2,410,000 | ||
Dino Might asset balance | $ 1,979 | $ 1,979 | $ 1,979 | ||
Series C Preferred Stock [Member] | |||||
Intellectual Property (Textual) | |||||
Issued to vantage shares | 7,000 | ||||
Shares issued value | $ 820,451 |
Equity (Details)
Equity (Details) - USD ($) | Jun. 22, 2020 | Apr. 07, 2020 | 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. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2019 | Jan. 31, 2019 | Jul. 15, 2016 |
Equity (Textual) | ||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||
Stock issued shares value | $ 100,000 | $ 342,500 | $ 2,410,000 | |||||||||||||||
Stock issued of new shares | 20,000 | 750,000 | 68,500 | 482,000 | ||||||||||||||
Purchase price, per share | $ 5 | $ 5 | ||||||||||||||||
Fair market value | $ 2,500 | |||||||||||||||||
Additional paid in capital | $ 2,162,408 | $ 44,540,824 | $ 39,276,685 | $ 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 | |||||||||||||||||
Percentage of interest rate | 7.00% | |||||||||||||||||
Convertible promissory note principal amount | $ 243,000 | $ 100,000 | ||||||||||||||||
Aggregate of common stock | 9,000,000 | |||||||||||||||||
Capital contribution | $ 19,999 | $ 35,294 | ||||||||||||||||
Accrued compensation capital contribution | $ 239,000 | |||||||||||||||||
Note maturity description | 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of September 30, 2020 the note balance has been repaid. | |||||||||||||||||
Common Stock, per share | $ 5 | |||||||||||||||||
Equity Incentive Plan [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Shares available for awards under the plan | 2,400,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Common Stock, per share | $ 5 | |||||||||||||||||
Exercise price | $ 0.01 | |||||||||||||||||
Warrants to purchase | 30,000 | |||||||||||||||||
Recognized expense fair value of common stock | $ 149,700 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Stock issued shares value | $ 106,875 | |||||||||||||||||
Stock issued of new shares | 22,500 | |||||||||||||||||
Common Stock, per share | $ 4.75 | |||||||||||||||||
Newly Issued [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Outstanding promissory note | $ 10,000 | |||||||||||||||||
Convertible Debt Securities [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Outstanding promissory note | $ 50,000 | |||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Aggregate principal amount | $ 3,585,000 | |||||||||||||||||
Aggregate of common stock | 717,000 | |||||||||||||||||
Unvested [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Additional paid in capital | $ 278,482 | 900,598 | ||||||||||||||||
Vesting [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Fair market value | $ 68,875 | |||||||||||||||||
Common stock for vesting award value | 622,107 | $ 687,003 | ||||||||||||||||
Convertible price | $ 5.51 | |||||||||||||||||
Aggregate of common stock | 12,500 | |||||||||||||||||
Preferred Series C [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Gross profits of shares | $ 7,000 | |||||||||||||||||
Stock issued shares value | $ 820,451 | |||||||||||||||||
Stock issued of new shares | 7,000 | |||||||||||||||||
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] | ||||||||||||||||||
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 | |||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Stock issued shares value | $ 42,750 | |||||||||||||||||
Stock issued of new shares | 9,000 | |||||||||||||||||
Common Stock, per share | $ 4.75 | |||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Common Stock, per share | $ 5 | |||||||||||||||||
Exercise price | $ 0.01 | |||||||||||||||||
Warrants to purchase | 50,000 | |||||||||||||||||
Recognized expense fair value of common stock | $ 249,500 | |||||||||||||||||
Mr. Goode [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Stock issued of new shares | 750,000 | |||||||||||||||||
Additional paid in capital | $ 2,162,408 | |||||||||||||||||
Common stock for vesting share | 500,000 | |||||||||||||||||
Officer [Member] | ||||||||||||||||||
Equity (Textual) | ||||||||||||||||||
Stock issued of new shares | 250,000 | 500,000 |
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) - USD ($) | May 09, 2020 | Jun. 24, 2020 | Sep. 30, 2020 | 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. | ||||
Agreement term | 6 months | ||||
License fee agreement description | The Company will also pay quarterly network transaction fees on all transactions (other than transactions for fiat), that are conducted by a Coro network user. If such quarterly network transaction fees equal less than $5,000, the Company will pay Swirlds $5,000 for that quarter. | 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%. | |||
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. | Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). | |||
Deferred offering costs | $ 119,025 | ||||
Legal fees | 85,000 | ||||
Underwrite due diligence fees | $ 25,000 | ||||
Expired date | Sep. 9, 2019 | ||||
Exchange listing fees | $ 9,025 | ||||
Swirlds Agreement [Member] | |||||
Commitments and Contingencies (Textual) | |||||
License fee agreement description | We entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and on June 23, 2020, the agreement was amended and restated (as amended, the "Swirlds Agreement"). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company's Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the "Order Form"), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. |
Related Party (Details)
Related Party (Details) - USD ($) | Apr. 07, 2020 | Apr. 12, 2019 | Apr. 09, 2019 | Apr. 07, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Apr. 24, 2019 | Feb. 28, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 06, 2018 |
Short-term Debt [Line Items] | |||||||||||||||
Principal amount | $ 100,000 | $ 243,000 | |||||||||||||
Maturity date | Jun. 30, 2020 | ||||||||||||||
Interest rate per year | 7.00% | ||||||||||||||
Related party promissory note | $ 100,000 | $ 100,000 | $ 82,075 | ||||||||||||
Newly issued shares of common stock | 482,000 | ||||||||||||||
Consulting fees and expenses | $ 75,000 | $ 218,367 | 0 | $ 0 | |||||||||||
Advantage Life [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Common stock for purchase price | $ 50,000 | $ 1,000,000 | |||||||||||||
Newly issued shares of common stock | 10,000 | 200,000 | |||||||||||||
Vantage [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate amount of convertible debt | $ 17,780 | ||||||||||||||
Principal amount | $ 17,780 | ||||||||||||||
Maturity date | Sep. 30, 2020 | Mar. 31, 2019 | |||||||||||||
Interest rate per year | 7.00% | ||||||||||||||
Accrued interest | $ 1,245 | ||||||||||||||
Repayments common stock | $ 50,000 | ||||||||||||||
Newly issued shares of common stock | 10,000 | ||||||||||||||
Repaid additional | $ 50,000 | ||||||||||||||
Lyle Hauser [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||
Debt, term | 1 year | ||||||||||||||
Maturity date | Jun. 30, 2019 | Mar. 31, 2019 | |||||||||||||
Interest rate per year | 7.00% | 9.00% | |||||||||||||
Accrued interest | 4,927 | ||||||||||||||
Related party promissory note | $ 110,000 | ||||||||||||||
Original issue discount | $ 10,000 | ||||||||||||||
Interest rate | 0.00% | ||||||||||||||
Outstanding convertible promissory note | 0 | 0 | 110,000 | ||||||||||||
Repayments common stock | 110,000 | ||||||||||||||
Common stock for purchase price | $ 100,000 | 33,000 | |||||||||||||
Related party transaction, 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, 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 had 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. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. | ||||||||||||||
Repaid additional | $ 73,382 | $ 73,382 | |||||||||||||
Hauser [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
Aggregate amount of convertible debt | $ 70,382 | ||||||||||||||
Principal amount | $ 70,382 | ||||||||||||||
Maturity date | Mar. 31, 2019 | ||||||||||||||
Interest rate per year | 7.00% | ||||||||||||||
Accrued interest | 4,927 | ||||||||||||||
Brian and David Dorr [Member] | |||||||||||||||
Short-term Debt [Line Items] | |||||||||||||||
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 | (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% |
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. 07, 2020 | Apr. 09, 2019 | Dec. 29, 2020 | Jun. 24, 2020 | Jun. 23, 2020 | Jun. 22, 2020 | Feb. 28, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Maturity date | Jun. 30, 2020 | |||||||||||||
Number of shares issued by company | 33,000 | 25,052,746 | 25,052,746 | 24,122,746 | 22,848,246 | |||||||||
Warrant aggregate purchase for consultant for services | 30,000 | |||||||||||||
Exercise price per warrant | $ 0.01 | |||||||||||||
Warrant expense | $ 149,700 | |||||||||||||
Price per share | $ 5 | |||||||||||||
Share issued for consulting service, value | $ 149,626 | $ 492,125 | $ 100,000 | $ 168,875 | $ 1,250,000 | |||||||||
Swirlds Agreement [Member] | ||||||||||||||
Software license agreement, description | The Company entered into an amended and restated software license agreement (the “Swirlds Agreement”) with Swirlds, Inc. “Swirlds”). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company’s Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the “Order Form”), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. | |||||||||||||
Niquana Noel [Member] | ||||||||||||||
Warrant aggregate purchase for consultant for services | 50,000 | |||||||||||||
Exercise price per warrant | $ 0.01 | |||||||||||||
Warrant expense | $ 249,500 | |||||||||||||
Price per share | $ 5 | |||||||||||||
Board of Directors [Member] | ||||||||||||||
Number of shares issued by company | 7,500 | |||||||||||||
Director fee | $ 7,500 | |||||||||||||
Subsequent event, description | Between January 1, 2020 and January 22, 2021, the Company entered into [and closed] securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 1,037,000 shares of common stock for an aggregate purchase price of $5,185,000. [The Company has closed on the sale of 997,000 of such shares as of January 22, 2021.] | |||||||||||||
Lyle Hauser [Member] | ||||||||||||||
Maturity date | Jun. 30, 2019 | Mar. 31, 2019 | ||||||||||||
Subsequent Event [Member] | Consulting And Business Development [Member] | ||||||||||||||
Price per share | $ 5 | $ 5 | ||||||||||||
Share issued for consulting service, share | 68,500 | |||||||||||||
Share issued for consulting service, value | $ 342,500 | |||||||||||||
Subsequent Event [Member] | Business Development Services [Member] | ||||||||||||||
Price per share | 4.75 | $ 4.75 | ||||||||||||
Share issued for consulting service, share | 22,500 | |||||||||||||
Share issued for consulting service, value | $ 106,875 | |||||||||||||
Subsequent Event [Member] | Business Development Services One [Member] | ||||||||||||||
Price per share | 4.95 | $ 4.95 | ||||||||||||
Share issued for consulting service, share | 5,000 | |||||||||||||
Share issued for consulting service, value | $ 24,750 | |||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | ||||||||||||||
Subsequent event, description | The Company entered into amendment No. 2 to the Company’s employment agreement with J. Mark Goode. Pursuant to the amendment, Mr. Goode’s employment with the Company will continue until January 31, 2021, and Mr. Goode agreed to resign as President, Chairman, and Chief Executive Officer of the Company effective December 31, 2020. From the period January 1, 2021 to January 31, 2021 Mr. Goode will be entitled to his base salary and any other regular compensation under the employment agreement and will assist the Company in the Company’s transition to a new Chief Executive Officer. Mr. Goode agreed that he would return 250,000 shares of the Company’s common stock if he were not serving as Chief Executive Officer of the Company as of December 30, 2020, and agreed to return 62,500 shares of common stock to the Company upon expiration of the employment agreement on January 31, 2021. | |||||||||||||
Subsequent Event [Member] | Three Independent Directors [Member] | ||||||||||||||
Price per share | $ 4.75 | $ 4.75 | ||||||||||||
Share issued for consulting service, share | 45,000 | |||||||||||||
Share issued for consulting service, value | $ 213,750 | |||||||||||||
Subsequent Event [Member] | Lyle Hauser [Member] | ||||||||||||||
Repayment of debt | $ 73,382 |