UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORMForm 10-Q

 

(Mark One)

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2020

or

 

For the quarterly period ended:☐   September 30, 2017

 or

TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number:033-25126-D

TECH TOWN HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

For the transition period from __________________ to __________________________
Commission file number: 033-25126-D

Coro Global Inc.
(Exact name of registrant as specified in its charter)

Nevada 85-0368333

(State or other jurisdiction of incorporation)

incorporation or organization)

(I.R.S. Employer

Identification No.)

78 SW 7th Street
Miami, FL
33130
(Address of principal executive offices) (IRS Employer Identification No.)zip code)

 

301 Yamato Road, Suite 1140, Boca Raton, Florida 33413

(Address of principal executive offices)

(866) 806-2676

(Registrant’s telephone number, including area code)

 

888-879-8896

(Registrant’s telephone number, including area code)

N/A

N/A
(Former name, or former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b): None.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sectionSection 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒   þ No ☐

 

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

 

Yes þ No ☐

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

 

Large accelerated filerAccelerated filer

Non-accelerated filerþ

Emerging growth company ☐

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth companyþ

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No þ

 

AsIndicated the number of December 15, 2017, there were 143,780 shares outstanding of each of the registrant’s Common Stock.issuer’s classes of common stock, as of the latest practicable date, 24,888,246 shares of common stock, par value $0.0001, are issued and outstanding as of August 10, 2020. 

 

 

 

 

 

TABLE OF CONTENTS

 

Page No.
PART II. - FINANCIAL INFORMATION
Item 1.Financial Statements.1
Item 1. Financial Statements1
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.915
Item 3.Quantitative and Qualitative Disclosures About Market Risk.18
Item 4Controls and Procedures.18
 
PART II - OTHER INFORMATION15
 
Item 1.Legal ProceedingsProceedings.1519
Item 1A.Risk FactorsFactors.1519
Item 2.Unregistered Sales of Equity Securities and Use of ProceedsProceeds.1519
Item 3.Defaults uponUpon Senior SecuritiesSecurities.1519
Item 4.Mine Safety DisclosuresDisclosures.1519
Item 5.Other InformationInformation.1519
Item 6. Exhibits15Exhibits.19

 

i

 

 

PART I1. - FINANCIAL INFORMATION

 

Item 1. Financial Statements Statements.

 

Tech Town Holdings,Coro Global Inc.

(formerly MedeFile International, Inc.)

Condensed Consolidated Balance Sheets

(Unaudited)

 June 30, December 31, 
 September 30 December 31,  2020  2019 
 2017  2016  (Unaudited)   
Assets          
Current assets          
Cash $413  $13,118  $1,078,933  $470,800 
Merchant services reserve  2,938   2,938 
Prepaid expenses  50,939   6,718 
Total current assets  3,351   16,056   1,129,872   477,518 
                
Deferred offering costs  119,025   - 
Equipment, net  6,726   7,722 
Dino Might program  1,979   -   1,979   1,979 
Domain - net of amortization of $4,127  13,718   - 
Total assets $19,048  $16,056  $1,257,602  $487,219 
                
                
Liabilities and Stockholders’ Deficit        
Liabilities and Stockholders’ equity        
Current liabilities                
Accounts payable and accrued liabilities $175,199  $78,865  $159,187  $153,551 
Bank overdraft  4,076   - 
Note payable - related party  572,040   334,817   55,382   180,382 
Convertible debenture - related party  18,593   17,287 
Derivative liability convertible note  20,281   12,567 
Total current liabilities  790,189   443,536   214,569   333,933 
                
Stockholders’ deficit        
Preferred stock, $.0001 par value: 10,000,000 authorized, 7,000 and no shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively  1   - 
Common stock, $.0001 par value: 700,000,000 authorized; 143,780 and 143,780 shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively  14   14 
Commitments and Contingencies (Note 9)  -   - 
        
Stockholders’ equity        
Preferred stock, $0.0001 par value: 10,000,000 shares authorized, 0 shares issued and outstanding on June 30, 2020 and December 31, 2019, respectively  -   - 
Preferred stock Series C, $0.0001 par value: 7,000 shares designated 0 and 0 shares issued and outstanding on June 30, 2020 and December 31, 2019, respectively  -   - 
Common stock, $0.0001 par value: 700,000,000 shares authorized; 24,741,246 shares issued and 24,491,246 outstanding as of June 30, 2020 and 24,129,746 shares issued and 23,372,746 outstanding as of December 31, 2019  2,449   2,337 
Additional paid-in capital  29,328,065   28,507,615   42,883,756   39,276,760 
Accumulated deficit  (30,099,221)  (28,935,109)  (41,843,172)  (39,125,811)
Total stockholders’ deficit  (771,141)  (427,480)
Total liabilities and stockholders’ deficit $19,048  $16,056 
Total stockholders’ equity  1,043,033   153,286 
Total liabilities and stockholders’ equity $1,257,602  $487,219 

 

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

1


Tech Town Holdings,Coro Global Inc.

(formerly MedeFile International, Inc.)

Condensed Consolidated Statements of Operations

(Unaudited)

 

 For the three For the three For the nine For the nine 
 months ended months ended months ended months ended  For the Three months ended For the Six Months Ended 
 September 30, September 30, September 30, September 30,  June 30, June 30, 
 2017  2016  2017  2016  2020  2019  2020  2019 
Revenue $9,548  $9,608  $31,697  $25,101  $-  $-  $-  $- 
                                
Operating expenses                                
Selling, general and administrative expenses  124,877   106,041   340,667   342,236   1,429,007   711,150   2,063,855   2,530,037 
Impairment of Dino Might program  818,472   -   818,472   - 
Amortization expense  1,487   -   4,127   - 
Development expense  273,466   200,005   488,506   706,674 
Total operating expenses  944,836   106,041   1,163,266   342,236   1,702,473   911,155   2,552,361   3,236,711 
                                
Loss from operations  (935,288)  (96,433)  (1,131,569)  (317,135)  (1,702,473)  (911,155)  (2,552,361)  (3,236,711)
                                
Other income (expenses)                
Other expenses                
Interest expense  (9,637)  (5,021)  (24,829)  (8,519)  (165,000)  (3,570)  (165,000)  (14,975)
Change in fair value of derivative liabilities  (4,092)  7,460   (7,714)  7,405 
Total other income (expense)  (13,729)  2,439   (32,543)  (1,114)
Total other expenses  (165,000)  (3,570)  (165,000)  (14,975)
                                
Net loss $(949,017) $(93,994) $(1,164,112) $(318,249) $(1,867,473) $(914,725) $(2,717,361) $(3,251,686)
                                
Net loss per share: basic and diluted $(6.60) $(0.65) $(8.10) $(2.21)
Net loss per common share: basic and diluted $(0.08) $(0.04) $(0.11) $(0.14)
                                
Weighted average share outstanding: basic and diluted  143,780   143,780   143,780   143,780 
Weighted average common shares outstanding: basic and diluted  23,933,037   23,030,627   23,705,364   22,942,537 

 

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

2


Tech Town Holdings,Coro Global Inc.

(formerly MedeFile International, Inc.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

  For the nine  For the nine 
  months ended  months ended 
  September 30,  September 30, 
  2017  2016 
Cash flows from operating activities      
Net loss $(1,164,112) $(318,249)
Adjustments to reconcile net loss to net cash used in operating activities:        
Amortization expense  4,127   - 
Change in derivative liabiliy - convertible debenture  7,714   (7,405)
Impairment of Dino Might program  818,472   - 
Changes in operating assets and liabilities        
Accounts receivable  -   4,965 
Accounts payable and accrued liabilities  96,334   1,668 
Bank overdraft  4,076   - 
Accrued interest - convertible debenture  1,306   1,187 
Accrued interest - note payable  23,523   7,332 
Deferred revenue  -   (285)
Net cash used in operating activities  (208,560)  (310,787)
         
Cash flows from investing activities        
Cash paid for domain names  (17,845)  - 
Net cash used in investing activities  (17,845)  - 
         
Cash flow from financing activities        
Proceeds from note payable - related party  213,700   275,000 
Net cash provided by financing activities  213,700   275,000 
         
Net decrease in cash and cash equivalents  (12,705)  (35,787)
Cash and cash equivalents at beginning of period  13,118   38,371 
Cash and cash equivalents at end of period $413  $2,584 
         
Supplemental disclosure of cash flow information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         
Non-Cash Investing and Financing Transactions        
Purchase from related party of Dino Might program with preferred stock issuance $820,451  $- 
  For the Six Months Ended 
  June 30, 
  2020  2019 
Cash flows from operating activities      
Net loss  (2,717,361)  (3,251,686)
Adjustments to reconcile net loss to net cash used in operating activities:        
Common stock issued for services  857,408   96,100 
Warrants issue for services  399,200   - 
Common stock issued for debt extension  165,000   - 
Amortization expense of debt discount  -   9,921 
Depreciation  996   997 
Amortization of prepaid expenses  (44,221)  32,222 
Change in derivative liability - convertible debentures  -   1,861,413 
Changes in operating assets and liabilities        
Increase in deferred offering costs  (119,025)  - 
Accounts payable and accrued liabilities  5,636   89,837 
Net cash used in operating activities  (1,452,367)  (1,161,196)
         
Cash flows from investing activities  -   - 
         
Cash flow from financing activities        
Proceeds for exercise of warrants  500   - 
Repayments on notes payable - related party  (125,000)  (50,000)
Proceeds from notes payable - related party  -   100,000 
Proceeds from related party  -   3,000 
Repayments to related party  -   (3,000)
Proceeds from issuance of common stock  2,185,000   1,350,000 
Net cash provided by financing activities  2,060,500   1,400,000 
         
Net increase in cash and cash equivalents  608,133   238,804 
Cash and cash equivalents at beginning of period  470,800   223,576 
Cash and cash equivalents at end of period $1,078,933  $462,380 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $-  $1 
Cash paid for income taxes $-  $- 
         
Non-cash investing and financing activities:        
Conversion of Convertible debentures related party to non convertible $-  $88,162 
Reclassification of derivative liability to additional paid in capital $-  $1,262,408 
Common stock issued conversion for conversion of notes payable - related party $-  $50,000 
Common stock issued for prepaid consulting services $-  $100,000 
Common stock issued for note extension $165,000  $- 

 

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


Coro Global Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)

For the Three Ended June 30, 2020 and 2019

(Unaudited)

 

3
  Preferred Series C  Common Stock  Additional       
  Shares  Par  Shares  Par  Paid-in  Accumulated    
  Outstanding  Amount  Outstanding  Amount  Capital  Deficit  Total 
March 31, 2019          -          -   22,858,426  $2,286  $33,848,525  $(36,612,393) $(2,761,582)
Common stock issued for the conversion of note payable  -   -   10,000   1   49,999   -   50,000 
Common stock issued for services  -   -   20,000   2   99,998   -   100,000 
Amortization of stock compensation  -   -   -   -   96,100   -   96,100 
Common stock issued for the conversion of deferred compensation  -   -   -   -   2,162,408   -   2,162,408 
Sale of common stock  -   -   260,000   26   1,299,974   -   1,300,000 
Net loss  -   -   -   -   -   (914,725)  (914,725)
Balance June 30, 2019  -  $-   23,148,426  $2,315  $37,557,004  $(37,527,118) $32,201 

 

  Preferred Series C  Common Stock  Additional       
  Shares  Par  Shares  Par  Paid-in  Accumulated    
  Outstanding  Amount  Outstanding  Amount  Capital  Deficit  Total 
March 31, 2020         -  $         -   23,572,746  $2,357  $40,568,980  $(39,975,699) $595,638 
Common stock issued for services  -   -   68,500   7   342,493   -   342,500 
Sale of common stock  -   -   237,000   24   1,184,976   -   1,185,000 
Stock based compensation  -   -   500,000   50   222,618   -   222,668 
Warrants issued for services      -   -   -   399,200   -   399,200 
Exercise of warrants  -   -   80,000   8   492   -   500 
Common stock issued for note extension  -   -   33,000   3   164,997   -   165,000 
Net loss  -   -   -   -   -   (1,867,473)  (1,867,473)
Balance June 30, 2020  -  $-   24,491,246  $2,449  $42,883,756  $(41,843,172) $1,043,033 

 

TECH TOWN HOLDINGS INC.The accompanying notes are an integral part of these condensed consolidated unaudited financial statements.


Coro Global Inc.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)Condensed Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFor the Six Months Ended June 30, 2020 and 2019

September(Unaudited)

  Preferred Series C  Common Stock  Additional       
  Shares  Par  Shares  Par  Paid-in  Accumulated    
  Outstanding  Amount  Outstanding  Amount  Capital  Deficit  Total 
Balance December 31, 2018       -  $         -   22,848,246  $2,285  $33,798,526  $(34,275,432) $(474,621)
Common stock issued for services  -   -   20,000   2   99,998   -   100,000 
Common stock issued for the conversion of deferred compensation  -   -   -   -   2,162,408   -   2,162,408 
Amortization of stock compensation  -   -   -   -   96,100       96,100 
Common stock issued for the conversion of note payable          10,000   1   49,999       50,000 
Sale of common stock  -   -   270,000   27   1,349,973   -   1,350,000 
Net loss  -   -   -   -   -   (3,251,686)  (3,251,686)
Balance June 30, 2019  -  $-   23,148,246  $2,315  $37,557,004  $(37,527,118) $32,201 
                             
Balance December 31, 2019  -  $-   23,372,746  $2,337  $39,276,760  $(39,125,811) $153,286 
Common stock issued for services  -   -   68,500   7   342,493   -   342,500 
Sale of common stock  -   -   437,000   44   2,184,956   -   2,185,000 
Stock based compensation  -   -   500,000   50   514,858   -   514,908 
Warrants issued for services      -   -   -   399,200   -   399,200 
Exercise of warrants  -   -   80,000   8   492   -   500 
Common stock issued for note extension  -   -   33,000   3   164,997   -   165,000 
Net loss  -   -   -   -   -   (2,717,361)  (2,717,361)
Balance June 30, 2020  -  $-   24,491,246  $2,449  $42,883,756  $(41,843,172) $1,043,033 

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


Coro Global Inc.

Notes to the Condensed Consolidated Financial Statements

For The Three and Six Months Ended June 30, 20172020

(Unaudited)

 

NOTE 1 — BASIS OF PRESENTATION &BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of Tech Town HoldingsCoro Global Inc., (formerly MedeFile International, 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, 2016.2019 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 SeptemberJune 30, 2017,2020, and the results of operations and cash flows for the ninethree and six months ended SeptemberJune 30, 20172020 and 2016.2019. The results of operations for the ninesix months ended SeptemberJune 30, 20172020 are not necessarily indicative of the results that may be expected for the entire fiscal year.

 

Going ConcernPrinciple of Consolidation

 

The accompanying financial statements have been prepared contemplatingpresent on a continuationconsolidated basis the accounts of the Company asand 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 going concern. However,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, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc.

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 reported a net loss of $1,164,112 for the nine months ended September 30, 2017 and has negativesince been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working capital of $786,838 as of September 30, 2017.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 $2,717,361 for the six months ended June 30, 2020 and has an accumulated deficit of $41,843,172 as of June 30, 2020. The operating losses and working capital deficit 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 depends onmay 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.

We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we willcapital may not be able to obtain such investments.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.

 


However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. 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 $579,000 above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $125,381, $125,381, $0 and $0, respectively for advertising costs for the three and six months ended June 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.


Depreciation/
Amortization
Asset CategoryPeriod
Computer equipment5 Years
Computer software3 Years

Computer and equipment costs consisted of the following:

  June 30,
2020
  December 31,
2019
 
       
Computer equipment $9,964  $9,964 
Accumulated depreciation  (3,238)  (2,242)
Balance $6,726  $7,722 

Depreciation expense was $498, and $499 for the three months ended June 30, 2020 and 2019, respectively. Depreciation expense was $996, and $997 for the six months ended June 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 LiabilitiesLiabilities.

 

The carrying amounts of these items approximated fair value.

4

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

 

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—Valuations based on quoted prices for identical assets and liabilities in active markets.

 

Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

 


Level 3—Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

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, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our balance sheet.

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 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 six months ended June 30, 2020 and 2019.

Management Estimates

 

The applicationpresentation 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 three levelsfinancial 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 hierarchy under Topic 820-10-35of options and warrants issued to our assetsboth employees and liabilities asnon-employees. Stock issued for compensation is valued using the market price of September 30, 2017 and December 31, 2016 are described below:  the stock on the measurement date.

 

  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
September 30, 2017:            
Liabilities            
Derivative Liabilities $      -  $       -  $20,281  $20,281 
Total $-  $-  $20,281  $20,281 
                 
December 31, 2016:                
Liabilities                
Derivative Liabilities $-  $-  $12,567  $12,567 
Total $-  $-  $12,567  $12,567 

Reclassifications

Derivative liability

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.

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 September 30, 2017the Company. He was $20,281, comparedalso 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 $12,567the 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, 2016.2018 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.

 

2.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 $514,908 for the additional value of the common stock for the vesting of the award. As of June 30, 2020 the unvested amount of the awards was $385,681.

10

During the six months ended June 30, 2020, 500,000 shares of Mr. Goode common stock vested.

3. NOTES PAYABLE – RELATED PARTY

 

During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. During the nine months ended September 30, 2017, the Company entered into an additional nine unsecured 7% Promissory Notes totaling $145,000. The notes mature four to 12 months from issuance and total $367,000. As of September 30, 2017 $277,000 of the notes are in default.

The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017:

  September 30,
2017
 
Notes payable – related party at beginning of period $231,569 
Borrowings on notes payable – related party  145,000 
Repayment  - 
Accumulated interest  15,729 
Notes payable – related party $392,298 

5

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

On July 15, 2016, the Company entered into an unsecuredissued a 7% Promissory Notes withpromissory 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 June 30, 2020 and December 31, 2019:

  At
June 30,
2020
  At
December 31,
2019
 
Note Payable $-  $- 
Accrued interest $19,438  $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. Between April 1, 2020 to June 30, 2020, the Company repaid $15,000 of the notes due to Lyle Hauser. As of June 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $55,382 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. See note 8.

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 one-year term0% interest rate until maturity and is currentlyhad 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 default.full. During the six months ended June 30, 2020 the Company repaid a total of $110,000. As of June 30, 2020 and December 31, 2019, the note had a balance of $0 and $110,000, respectively.

 

The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017:

  September 30,
2017
 
Notes payable at beginning of period $103,248 
Borrowings on notes payable  - 
Repayment  - 
Accumulated interest  5,521 
Notes payable – related party $108,769 

During the nine months ended September 30, 2017, the Company entered into five unsecured 7% Promissory Notes with a significant shareholder totaling $65,500. As of September 30, 2017, $43,500 are in default.

The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017:

  September 30,
2017
 
Notes payable – related party at beginning of period $- 
Borrowings on notes payable – related party  65,500 
Repayment  - 
Accumulated interest  2,773 
Notes payable – related party $68,273 

During the nine months ended September 30, 2017 the CEO of the Company advanced the Company $3,200. The advance does not bear interest and is to be paid when the Company has funds available.

6

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

3. CONVERTIBLE DEBENTURE – RELATED PARTY

The Company entered into two 10% Secured Convertible Debentures with a significant shareholder inevaluated the amount of $50,000 on November 4, 2013modification under ASC 470-50 and $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at conversion price equal toconcluded the lower of $2.00 or 80% of the previous day’s closing price.

The changes in these outstanding convertible notes payable to related party consisted of the following during the nine months ended September 30, 2017:

  September 30,
2017
 
Convertible debenture – related party at beginning of period $17,287 
Conversion  - 
Repayment  - 
Accumulated interest  1,306 
Convertible debenture – related party at end of period $18,593 

4. DERIVATIVE LIABILITIES

As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $1.00 or 80% of the previous day’s closing price.

The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss (see below for variables used in assessing the fair value).

Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair valuedeletion of the conversion optionsqualifies for debt modification which triggered debt extinguishment; however, there was determined usingno impact to the Black-Scholes Option Pricing Model andincome statement as there was no unamortized discounts or other fees paid on the following significant assumptions duringunder the nine months ended September 30, 2017:prior debt terms.

 

September 30,
2017
Risk-free interest rate at grant date0.08%
Expected stock price volatility179%
Expected dividend payout-
Expected option in life-years0.2

7


TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

The change in fair value of the conversion option derivative liability consisted of the following during the nine months ended September 30, 2017:

  September 30,
2017
 
Conversion option liability (beginning balance) $12,567 
Additional liability due to new convertible note  - 
Loss (gain) on changes in fair market value of conversion option liability  7,714 
Net conversion option liability $20,281 

Change in fair market value of conversion option liability resulted in a loss of $7,714 for the nine months ended September 30, 2017 and a gain of $6,134 for the nine months ended September 30, 2016.

5.4. INTELLECTUAL PROPERTY

In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845.

 

In September 2017, the Company entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with The Vantage Group Ltd. (“Vantage”). Vantage is owned by a significant shareholder of the Company and as such is a related party.Vantage. Pursuant to the Asset Purchase Agreement,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 Assetasset pursuant to which the Company willagreed 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. The company hasasset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next 3three years. As of June 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. The properties will be depreciated over their estimated useful lives being 3 years. Amortization expense for the nine months ended September 30, 2017 totaled $4,127 compared to $0 for the nine months ended September 30, 2016.

 

6.5. EQUITY

 

On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada.Nevada (the “Series C Certificate of Designation”). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company has issued 7,000 shares of Series C Preferred Stock. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). The Series C Preferred Stock will vote on an as-converted basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. The Series C conversion price is subject to adjustment in the event the Company sells common stock at price lower than the then effective conversion price.

On September 29. 2017 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 connectionApril 2018. No shares of Series C Preferred Stock are outstanding as of March 31, 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 Asset Purchase Agreement,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 discussed above.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 shares issued amount to $820,451. The valuationcommon stock for the vesting of the Preferred Sharesaward during the year ended December 31, 2019. The Company recorded $514,908 for the additional value of the common stock for the vesting of the award during the six months ended June 30, 2020. As of June 30, 2020 and December 31, 2019 the unvested amount of the awards was determined by an independent financial analyst.$385,681 and $900,589, respectively.

 

7. SUBSEQUENT EVENTDuring the six months ended June 30, 2020, 500,000 shares of Mr. Goode common stock vested.

 


Effective October 25, 2017,From January 1, 2020 to June 30, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporationentered into and closed securities purchase agreements with the Secretary of State of Nevada,accredited investors pursuant to which the Company (i) effected a one-for-200 reverse splitissued and sold an aggregate of its437,000 shares of common stock and (ii)for an aggregate purchase price of $2,185,000.  

On April 7, 2020, the Company changed its namematurity date of outstanding notes held by Lyle Hauser was extended to Tech Town Holdings Inc. The market effectiveJune 30, 2020. See Note 3. In consideration for the extension of the maturity date of the reverse split and name change was November 2, 2017. All share and per share amounts herein retroactively reflectnotes, the split.Company issued to the designee of Lyle Hauser 33,000 shares of common stock. Between April 1, 2020 to May 14, 2020, the Company repaid $25,000 of notes due to Lyle Hauser.

 

During the six months ended June 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.

8

 

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 warrant was exercised prior to June 30, 2020. 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 warrant was exercised prior to June 30, 2020. The Company recognized an expense of $249,500 ($5.00 per share) the current fair value for common stock.

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 software license agreement (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 has a term that ends six months from the date thereof or upon completion of the proposed offering. As of June 30, 2020, the Company has 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. Upon the completion of the offering the Company will reclassify to additional paid in capital.


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 June 30, 2020, the Company had appointed three independent directors.

7. RELATED PARTY

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 September 30, 2020 (see Note 8), and bears interest at the rate of 7% per year, due upon maturity. During the six months ended June 30, 2020 the Company repaid an additional $15,000. As of June 30, 2020, and December 31, 2019, the note had a balance of $55,382 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 was extended to December 31, 2019, and bore interest at the rate of 7% per year, due upon maturity. Accrued interest at June 30, 2020 and 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 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. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. During the six months ended June 30, 2020 the Company repaid a total of $110,000. As of June 30, 2020, and December 31, 2019, the note had a balance of $0 and $110,000, respectively.

During the three and six months ended June 30, 2020 and 2019 the Company paid Dorr Asset Management consulting fees and expenses of $75,000, $143,367, $0, and $0, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.

8. SUBSEQUENT EVENTS

From July 1, 2020 to August 15, 2020, we entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 147,000 shares of common stock for an aggregate purchase price of $735,000.

From July 15, 2020 to August 4, 2020, the Company repaid $60,000 of a promissory note, dated January 14, 2019 in the original principal amount of $70,384.32, held by Lyle Hauser. See Note 4.

On July 22, 2020, the Company issued 30,000 shares of common stock to a consultant upon exercise of warrants with an exercise price of $0.01 per share.

On July 27, 2020, the maturity date of an outstanding note held by Lyle Hauser dated on or about January 14, 2019, in the original principal amount of $70,384.32, was extended to September 30, 2020. See Note 4.


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

 

This quarterlyForward-Looking Statements

Certain statements contained in this report on Form 10-Q contains “forward-looking statements”.are not statements of historical fact and are forward-looking statements. Forward-looking statements reflect thegive current view aboutexpectations or forecasts of future events. When usedevents or our future financial or operating performance. We may, in this quarterly report on Form 10-Q, thesome cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,“intend,“intend,“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of thesethose terms, and similar expressions as they relatethat convey uncertainty of future events or outcomes to us oridentify these forward-looking statements.

These forward-looking statements reflect our management, identify forward-looking statements. Such statements, include, but are not limitedmanagement’s beliefs and views with respect to statements contained in this quarterly report on Form 10-Q relating to our business strategy, our future operating results, and our liquidity and capital resources outlook. Forward-looking statementsevents, are based on our current expectationsestimates and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. 

Factors or eventsof this report and are subject to risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ maymaterially from those in these forward-looking statements. We discuss many of these risks in greater detail under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 13, 2020. Moreover, new risks emerge from time to time, and ittime. It is not possible for usour management to predict all risks, nor can we assess the impact of them. all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

We cannot guaranteeundertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future results, levels of activity, performancedevelopments or achievements. Exceptotherwise, except as may be required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.law.

 

OVERVIEW

Organizational History

On November 1, 2005, Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger (the “Agreement”) with OmniMed Acquisition Corp. (the “Acquirer), a Nevada corporation and a wholly owned subsidiary of Bio-Solutions, OmniMed International, Inc., a Nevada corporation (“OmniMed”), and the shareholders of OmniMed (the “OmniMed Shareholders”). Pursuant to the Agreement, Bio-Solutions acquired all of the outstanding equity stock of OmniMed from the OmniMed Shareholders.

As a result of the Agreement, the OmniMed Shareholders assumed control of Bio-Solutions. Effective November 21, 2005, Bio-Solutions changed its name to OmniMed International, Inc. Effective January 17, 2006, OmniMed changed its name to MedeFile International, Inc. Effective October 25, 2017, the Company changes its name to Tech Town Holdings Inc.  (the “Company”).

Overview of Business

Inspired by a passion for creating disruptive digital products and authentic, highly engaging user experiences,Tech Town Holdings is amassing a portfolio of companies and digital assets which we believe hold the power to shape a better future for our planet and human kind.

 

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We have developed financial technology products and solutions that use distributed ledger technologies for improved security, speed, and reliability. We recently commenced commercializing our CORO product, as further described below.

 

We have developed the following products and solutions: 

1.  CORO is a global money transmitter that allows customers to send, receive, and exchange currencies faster, cheaper and more securely, initially including the ability to send, receive and exchange U.S. dollars and gold. Our mission through CORO is to democratize access to gold as sound money. The CORO mobile app was completed and released in select U.S. markets in August 2020 and we expect to expand the launch of the app throughout 2020, and subsequently to pursue money transmission licenses in foreign countries such as Mexico and Canada. We believe CORO is the world’s first global payment application that includes gold, the oldest and most trusted money. CORO’s technology facilitates money transmission and exchange with faster speeds, better security, and lower costs than existing options in the marketplace.

2. Financial Crime Risk Management (FCRM) platform – We believe there are currently two problems with anti-money laundering/know your customer (or AML/KYC) solutions. The first problem is that the laws and compliance regulations have increased faster than compliance officers have been able to respond. The result is a bottle-neck, slowing global financial transactions. Onboarding new clients of financial institutions is both complex and difficult. Once onboarded the ongoing monitoring of transactions for suspicious activity has become an even greater challenge. The technology industry has been rushing to provide solutions to meet compliance requirements. Unfortunately, most of the compliance solutions offered are fragmented and inefficient. Even the best solutions only excel at one element of the AML/KYC process. With this need in mind, we have developed our FCRM platform, an integrated AML/KYC onboarding and transaction monitoring solution that provides an affordable and fully integrated compliance solution for compliance departments that meet the rigorous demands of government regulators, while supporting customers. Our FCRM technology has been completed and is incorporated within the Coro mobile app. We anticipate that by the end of 2020, we will determine whether to commercialize FCRM as a stand-alone product.

References in this report to “we,” “us,” the “Company” and “our” refer to Coro Global Inc. together with its wholly-owned subsidiaries.


 

By incubating new tech concepts; accelerating early stage, entrepreneurial, technology ventures; and organically developing proprietary software solutions and mobile apps; Tech Town is bringing to market best-in-class digital technologies capable of addressing wide-ranging industry and consumer needs and demands. To that end, our platform is currently segmented into six focused business categories, in which we are actively advancing technology development projects:

Digital News Aggregation
Digital Entertainment/Gaming
Digital Health and Wellness
Cannabis
Templated Mobile App Development for Businesses
Cryptocurrency Ecommerce and Mobile App Development

In support of each portfolio company or development project, Tech Town will provide vital seed and working capital in exchange for meaningful equity ownership. In addition, we supply honed leadership and expertise in high technology and product development, asset management, legal and accounting, IP protection, sales and marketing and strategic business-building, among other critical skillsets. Moreover, through effective development and management of our portfolio companies and technologies, we are able to take full advantage of opportunities to aggregate systems and processes that will, in turn, allow us to deliver consistent consumer experiences and achieve sustainable business advantages and meaningful cost savings across the Tech Town enterprise. It is our belief that our ultimate success will be defined in large measure by the value, level of innovation and reach of our digital assets; the smart allocation and return on our capital; and our adoption of forward-thinking business models that promote profitable growth while mitigating unnecessary risks in our individual business units.

Results of Operations for the Three Months Ended September 30, 2017 and 2016

Revenues

Revenues for the three months ended SeptemberJune 30, 2017 totaled $9,548 compared to revenues of $9,608 during the three months ended September 30, 2016.   Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from members’ doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general2020 and administrative expense. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.   2019

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the three months ended SeptemberJune 30, 2017 totaled $943,349,2020 were $1,429,007, an increase of $837,308$717,857 or approximately 789.6%101% compared to selling, general and administrative expenses of $106,041$711,150 for the three months ended SeptemberJune 30, 2016. The increase was2019. Stock compensation due primarily to recognition of an impairment loss of $818,472.

Amortization Expenses

Amortization expenseconsulting fees increased by $469,068 to $561,163 for the three months ended SeptemberJune 30, 2017 totaled $1,4872020 from stock compensation expense of $96,100 for the three months ended June 30, 2019, in connection with the expansion of our operations. During the three months ended June 30, 2020 the Company incurred advertising costs of $125,381 compared to $0 for the three month ended June 30, 2019, due to the Company preparing to launch its CORO product. The remaining operating costs remained constant. 

Development Expense

Development expenses for the three months ended SeptemberJune 30, 2016. During2020 were $273,466 compared to $200,005 for the first quarter of 2016,three months ended June 30, 2019. We incurred significantly higher development expenses, including fees paid to vendors, for our planned CORO product during the Company purchased website and domain names for a total of $17,845. The properties will be amortized over their estimated useful lives being 3 years.three months ended June 30, 2020 compared to the three months ended June 30, 2019 as we prepared to launch our CORO product.

 

Interest Expense

 

Interest expense on convertible debentures for the three months ended SeptemberJune 30, 20172020 and 2016,2019, was $450$165,000 and $408$3,750, respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% annual interest rate. Interest expense decreased due to lower note payable balance from partial repayment of note.

Interest expense on promissory notes forduring the three months ended SeptemberJune 30, 2017 and 2016 was $9,187 and $4,613. The company entered into several promissory notes with an annual interest rate2020 included the expense for issuing 33,000 shares of 7%, with terms varying from 4 monthscommon stock valued at $165,000 for the extension of a loan to one year.a related party.

 

Other Expense

Loss on change in fair value of derivate liabilities for the three months ended September 30, 2017 was $4,092 compared to a loss of $7,460 for the three months ended September 30, 2016.

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Net Loss

 

For the reasons stated above, our net loss for the three months ended SeptemberJune 30, 20172020 was $949,017,($1,867,473) or $6.60($0.08) per share, an increase of $855,023,$(952,748) or 104%, compared to net loss of $93,994,($914,725), or $0.65($0.04) per share, forduring the three months ended SeptemberJune 30, 2016. The increase is primarily due to a recognition of an impairment loss of $818,472.2019.

 

Results of Operations for the Nine Months Ended September 30, 2017 and 2016

Revenues

Revenues for the ninesix months ended SeptemberJune 30, 2017 totaled $31,697 compared to revenues of $25,101 during the nine months ended September 30, 2016.   Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from members’ doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general2020 and administrative expense. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.   2019

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the ninesix months ended SeptemberJune 30, 2017 totaled $1,159,139, an increase2020 were $2,063,855, a decrease of $816,903$466,182 or approximately 238.7%18% compared to selling, general and administrative expenses of $342,236$2,530,037 for the ninesix months ended SeptemberJune 30, 2016. The increase was2019. Stock compensation due mainly to a recognition of an impairment loss of $818,472.

Amortization Expenses

Amortization expenseconsulting fees increased by $761,308 to $857,408 for the ninesix months ended SeptemberJune 30, 2017 totaled $4,1272020 from stock compensation expense of $96,100 for the six months ended June 30, 2019, in connection with the expansion of our operations. During the six months ended June 30, 2020 the Company incurred advertising costs of $125,381 compared to $0 for the ninesix month ended June 30, 2019, as the Company prepared to launch its CORO product. The decrease in expense were mainly attributable to modifications of stock based compensation expenses of $1,957,313 as well as reduced legal, and consulting expenses paid to contractors.

Development Expense

Development expenses for the six months ended SeptemberJune 30, 2016. During2020 were $488,506 compared to $706,674 for the first quarter 2016,six months ended June 30, 2019. We incurred significantly higher development expenses, including fees paid to vendors, for our planned CORO product during the six months ended June 30, 2019 compared to the six months ended June 30, 2020. The reduction in expense was due to the Company purchased website and domain names for total of $17,845. The properties will be amortized over their estimated useful lives being 3 years.using in-house developers rather than a third party contractor.

 

Interest Expense

 

Interest expense on convertible debentures for the ninesix months ended SeptemberJune 30, 20172020 and 2016,2019, was $1,306$165,000 and $1,188$14,975, respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% annual interest rate. Interest expense decreased due to lower note payable balance from partial repaymentduring six months ended June 30, 2020 included the expense for issuing 33,000 shares of note.

Interest expense on promissory notescommon stock valued at $165,000 for the nine months ended September 30, 2017 and 2016 was $23,523 and $7,331. The company entered into several promissory notes with an annual interest rateextension of 7%, with terms varying from 4 monthsa loan to one year.a related party.

 

Other Expense

Loss on change in fair value of derivate liabilities for the nine months ended September 30, 2017 was $7,714 compared to a loss of $7,405 for the nine months ended September 30, 2016.

 

Net Loss

 

For the reasons stated above, our net loss for the ninesix months ended SeptemberJune 30, 20172020 was $1,164,112,($2,717,361) or $8.10($0.11) per share, an increasedecrease of $845,863,$(534,325) or 16%, compared to net loss of $318,249,($3,251,686), or $2.21($0.14) per share, forduring the ninesix months ended SeptemberJune 30, 2016. The increase is primarily due to a recognition of an impairment loss of $818,472.

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FINANCIAL CONDITION2019.

 


Liquidity and Capital Resources

 

As of SeptemberJune 30, 2017,2020, we had cash of $413, which$1,078,933, compared to cash of $13,118$470,800 as of December 31, 2016.2019. Net cash used in operating activities for the ninesix months ended SeptemberJune 30, 20172020 was $208,560.$1,452,367. Our current liabilities as of SeptemberJune 30, 20172020 of $790,189,$214,569 consisted of: $175,199$159,187 for accounts payable and accrued liabilities, convertible debenture of $18,593, overdraft of $4,076,and note payable – related party of $572,040,$55,382.

During the six months ended June 30, 2020 we entered into and derivative liabilityclosed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of $20,281.437,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $2,185,000. We have negative working capitalrepaid $15,000 of $786,838 asthe $70,382 outstanding principal of Septembera note payable from a then-related party. The balance at June 30, 2017.2020 was $55,382. A total of $125,000 was repaid during the six months ended June 30, 2020.

  

Net cash used in our operating activities for the ninesix months ended SeptemberJune 30, 2016 totaled $208,560 which compared to net cash used in our operations for2019 was $1,161,196.

During the ninesix months ended SeptemberJune 30, 2016 of $310,787.

Net cash flows provided by financing activities was $213,700 for the nine months ended September 30, 2017, compared to $275,000 provided by our financing activities for the nine months ended September 30, 2016.

The accompanying financial statements have been prepared contemplating a continuation of2019 the Company asentered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 270,000 shares of common stock, for a going concern.purchase price of $5.00 per share, and aggregate gross proceeds of $1,350,000. The Company issued a $110,000 promissory note to a then-related party with an original issue discount of $10,000. The note has reported a net loss of $1,164,112 for the nine months ended September 30, 20170% interest rate and had an accumulated deficitoriginal maturity date of $30,099,221 asMarch 31, 2019, which was extended to June 30, 2020 and has been repaid. The Company repaid $50,000 of September 30, 2017. There can be no assurance that our cash flow will increase ina convertible loan to a then-related party and exchanged the near future from anticipated new business activities, or that revenues generated from our existing operations will be sufficient to allow us to continue to pursue new customer programs or profitable new business ventures.remaining $50,000 into 10,000 shares of common stock valued at $50,000.

 

The Company currently estimates that it will require approximately $420,000 to continue its operations for the next twelve months.  Additional investments are being sought, but we cannot guaranteeWe anticipate that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and conditions in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are ableneed to raise the funds required, it is possible that we could incur unexpected costs and expenses, failadditional capital to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholdersexecute our business plan, which 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 notbe available on acceptable terms, or at all. If we will haveraise funds through the sale of common stock or securities convertible into common stock, it may result in substantial dilution to curtail our operations.then-existing stockholders.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies and Estimates

 

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities.

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We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. While there are a number of significant accounting policies affecting our condensed consolidated financial statements, we believe the following critical accounting policies involve the most complex, difficult and subjective estimates and judgments:

Revenue Recognition

 

Effective January 1, 2018, we recognize 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 Company generatesupdated 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 licensing the right to utilize its proprietary softwarecontracts with customers. The standard was effective for the storagefirst interim period within annual reporting periods beginning after December 15, 2017, and distributionwe adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenuethis guidance did not have a material impact on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.our financial statements.

 

Stock-basedStock-Based Compensation

 

The Company accountsWe account for all compensation related to stock, options or warrants using a fair value basedvalue-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 usesWe use 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 date of the related agreement.

 

Impairment of long-lived assets

 

The Company reviewsWe review long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts itsWe conduct our long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.


Recently Issued Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard was effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our balance sheet. 

Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

Item 3.Quantitative and Qualitative Disclosures aboutAbout Market RiskRisk.

 

AsNot required for a smaller reporting company, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item.company.

 

Item 4.Controls and ProceduresProcedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this Quarterly Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executivechief executive officer (principal executive and Financial Officer)financial officer) of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer (Principal Executivechief executive officer (principal executive and Financial Officer)financial officer) concluded that the Company’s disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and also are not effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (Principal Executivechief executive officer (principal executive and Financial Officer)financial officer), to allow timely decisions regarding required disclosure.

13

 

Management concluded that the design and operation of our disclosure controls and procedures are not effective because the following material weaknesses exist:

 

 

Our chief executive officer also functions as our chiefprincipal financial officer. As a result, our officers may not be

able to identify errors and irregularities in the financial statements and reports.

   
 

We were unable to maintain full segregation of duties within our financial operations due to our reliance on

limited personnel in the finance function.

   
 Documentation of all proper accounting procedures is not yet complete.

 

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended SeptemberJune 30, 2017,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

14


 

PART II - OTHER INFORMATION

 

Item 1. Legal ProceedingsProceedings.

 

WeThere are notno legal proceedings the Company is party to or any material legal proceedings. of its property is subject to.

 

Item 1A. Risk FactorsFactors.

 

Not required for a smaller reporting company.

 

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

 

NoneOn April 8, 2020, we issued 33,000 shares of common stock to the designee of a noteholder as consideration for extension of the maturity date on a promissory note.

During the three months ended June 30, 2020, the Company issued and sold an aggregate of 237,000 shares of common stock (including previously reported sales) to accredited investors at a purchase price of $5.00 per share for aggregate gross proceeds of $1,185,000.

During the three months ended June 30, 2020, we issued 29,500 shares of common stock to consultants for services.

In connection with the foregoing, we relied upon the exemption for registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

Item 3. Defaults uponUpon Senior SecuritiesSecurities.

 

As of the date of filing of this report, the Company in default on $420,500 in promissory notes due to failure to make payment when due.None.

 

Item 4. Mine Safety DisclosuresDisclosures.

 

Not applicable.

 

Item 5. Other InformationInformation.

 

None.

 

Item 6. ExhibitsExhibits.

 

No.Description
31.1Rule 13a-14(a)/ 15d-14(a) Certification by the Principalof Chief Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*Officer*
32.1Section 1350 Certification by the Principalof Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Officer**

101.INS*EX-101.INSXBRL Instance DocumentINSTANCE DOCUMENT*
101.SCH*EX-101.SCHXBRL Taxonomy SchemaTAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL*EX-101.CALXBRL Taxonomy Calculation LinkbaseTAXONOMY EXTENSION CALCULATION LINKBASE*
101.DEF*EX-101.LABXBRL Taxonomy Definition LinkbaseTAXONOMY EXTENSION LABELS LINKBASE*
101.LAB*EX-101.PREXBRL Taxonomy Label Linkbase
101.PRE*XBRL Taxonomy Presentation LinkbaseTAXONOMY EXTENSION PRESENTATION LINKBASE*

 

* Filed herewith.

15*Filed herewith.
**Furnished herewith.

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

 

 TECH TOWN HOLDINGS INC.Coro Global Inc.
  
Dated: December 18, 2017Date: August 11, 2020By:/s/ Niquana NoelJ. Mark Goode
  Niquana NoelJ. Mark Goode
  

Chief Executive Officer
(principal executive officer, principal financial officer, and principal accounting officer)

(Principal Executive Officer,

Principal Financial Officer and
Principal Accounting Officer)

 

 

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