Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 15, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MESO NUMISMATICS, INC. | |
Entity Central Index Key | 0001760026 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current Reporting Status | Yes | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 5,336,177 | |
Entity File Number | 000-56010 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and restricted cash | $ 28 | $ 30,834 |
Total current assets | 28 | 30,834 |
Property and equipment, net | 3,200 | 3,800 |
Total assets | 3,228 | 34,634 |
Current liabilities | ||
Current note payable, net | 1,063,401 | 812,827 |
Accrued interest | 499,636 | 437,458 |
Derivative liability | 4,026,778 | 2,938,317 |
Accounts payable and accrued liabilities | 390,150 | 384,596 |
Total current liabilities | 5,979,965 | 4,573,198 |
Total liabilities | 5,979,965 | 4,573,198 |
Stockholders' equity | ||
Common stock, $0.001 par value per share; 6,500,000,000 shares authorized; 6,537,760 and 6,503,338 shares issued and 5,336,177 and 4,901,024 outstanding for the quarter ended September 30, 2019 and for the year ended December 31, 2018, respectively | 5,336 | 4,901 |
Additional paid in capital | 20,873,539 | 20,835,424 |
Accumulated deficit | (26,857,053) | (25,380,333) |
Total stockholders' equity | (5,976,737) | (4,538,564) |
Total liabilities and stockholders' equity | 3,228 | 34,634 |
Series AA Preferred Stock | ||
Stockholders' equity | ||
Preferred stock, value | 1,000 | 1,000 |
Total stockholders' equity | 1,000 | 1,000 |
Series BB Preferred Stock | ||
Stockholders' equity | ||
Preferred stock, value | 441 | 444 |
Total stockholders' equity | $ 441 | $ 444 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 6,537,760 | 6,503,338 |
Common stock, shares outstanding | 5,336,177 | 4,901,024 |
Series AA Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock designated, shares | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series BB Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock designated, shares | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 643,174 | 646,184 |
Preferred stock, shares outstanding | 441,125 | 444,135 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,222 | $ 11,689 | $ 25,326 | $ 38,299 |
Cost of revenue | 1,804 | 6,761 | 8,710 | 16,923 |
Gross profit | 4,418 | 4,928 | 16,616 | 21,376 |
Operating expenses | ||||
Advertising and marketing | 54,580 | 529 | 55,115 | 4,465 |
Professional fees | 33,892 | 36,131 | 157,643 | 91,204 |
Officer compensation | 15,098 | 12,371 | 52,154 | 33,594 |
Depreciation expense | 200 | 600 | ||
Investor relations | 2,672 | 625 | 17,167 | 1,958 |
General and administrative | 2,312 | 24,617 | 9,952 | 38,428 |
Total operating expenses | 108,754 | 74,273 | 292,631 | 169,649 |
Other income (expense) | ||||
Interest expense | (123,316) | (248,408) | (325,202) | (438,134) |
Derivative financial instruments | (1,478,954) | (303,398) | (820,884) | (118,103) |
Other income (expense) | (28,334) | (7,108) | (54,619) | (28,217) |
Net loss | $ (1,734,940) | $ (628,259) | $ (1,476,720) | $ (732,727) |
Net loss per common share, basic and diluted | $ (0.34) | $ (0.16) | $ (0.3) | $ (1.19) |
Weighted average number of shares of common stock outstanding, basic and diluted | 5,083,542 | 3,940,506 | 4,971,232 | 3,940,506 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Common Stock | Additional Paid In Capital | Stock Payable | Accumulated Deficit | Series AA Preferred Stock | Series BB Preferred Stock | Total |
Beginning Balance at Dec. 31, 2017 | $ 3,743 | $ 20,756,011 | $ 2 | $ (23,322,767) | $ 1,000 | $ 390 | $ (2,561,621) |
Beginning Balance, shares at Dec. 31, 2017 | 3,743,106 | 1,000,000 | 390,061 | ||||
Conversion of convertible debt | $ 324 | 15,904 | 16,228 | ||||
Conversion of convertible debt, shares | 324,554 | ||||||
Debt settlement | (18) | (2) | $ 20 | ||||
Debt settlement, shares | 20,212 | ||||||
Preferred issued as part of incentive program | (12) | $ 15 | 3 | ||||
Preferred issued as part of incentive program, shares | 15,021 | ||||||
Derivative accounting adjustment | 27,712 | 27,712 | |||||
Net loss | (732,727) | (732,727) | |||||
Ending Balance at Sep. 30, 2018 | $ 4,067 | 20,799,598 | (24,055,494) | $ 1,000 | $ 425 | (3,250,405) | |
Ending Balance, shares at Sep. 30, 2018 | 4,067,660 | 1,000,000 | 425,294 | ||||
Beginning Balance at Jun. 30, 2018 | $ 4,067 | 20,799,598 | (23,427,235) | $ 1,000 | $ 425 | (2,622,146) | |
Beginning Balance, shares at Jun. 30, 2018 | 4,067,660 | 1,000,000 | 424,910 | ||||
Preferred issued as part of incentive program | |||||||
Preferred issued as part of incentive program, shares | 384 | ||||||
Net loss | (628,259) | (628,259) | |||||
Ending Balance at Sep. 30, 2018 | $ 4,067 | 20,799,598 | (24,055,494) | $ 1,000 | $ 425 | (3,250,405) | |
Ending Balance, shares at Sep. 30, 2018 | 4,067,660 | 1,000,000 | 425,294 | ||||
Beginning Balance at Dec. 31, 2018 | $ 4,901 | 20,835,424 | (25,380,333) | $ 1,000 | $ 444 | (4,538,564) | |
Beginning Balance, shares at Dec. 31, 2018 | 4,901,024 | 1,000,000 | 444,135 | ||||
Conversion of convertible debt | $ 401 | 12,042 | 12,443 | ||||
Conversion of convertible debt, shares | 400,731 | ||||||
Loss on conversion of stock | 10,612 | 10,612 | |||||
Conversion of Preferred Series BB | $ 34 | (31) | $ (3) | ||||
Conversion of Preferred Series BB, shares | 34,422 | (3,010) | |||||
Derivative accounting adjustment | 15,492 | 15,492 | |||||
Net loss | (1,476,720) | (1,476,720) | |||||
Ending Balance at Sep. 30, 2019 | $ 5,336 | 20,873,539 | (26,857,053) | $ 1,000 | $ 441 | (5,976,737) | |
Ending Balance, shares at Sep. 30, 2019 | 5,336,177 | 1,000,000 | 441,125 | ||||
Beginning Balance at Jun. 30, 2019 | $ 4,935 | 20,837,906 | (25,122,113) | $ 1,000 | $ 441 | (4,277,831) | |
Beginning Balance, shares at Jun. 30, 2019 | 4,935,446 | 1,000,000 | 441,125 | ||||
Conversion of convertible debt | $ 401 | 12,042 | 12,443 | ||||
Conversion of convertible debt, shares | 400,731 | ||||||
Loss on conversion of stock | 8,099 | 8,099 | |||||
Derivative accounting adjustment | 15,492 | 15,492 | |||||
Net loss | (1,734,940) | (1,734,940) | |||||
Ending Balance at Sep. 30, 2019 | $ 5,336 | $ 20,873,539 | $ (26,857,053) | $ 1,000 | $ 441 | $ (5,976,737) | |
Ending Balance, shares at Sep. 30, 2019 | 5,336,177 | 1,000,000 | 441,125 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,476,720) | $ (732,727) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Amortization of debt discount | 257,916 | 387,897 |
Depreciation and amortization expense | 600 | |
Change in derivative liabilities | 820,884 | 118,103 |
Shares issued for services | 3 | |
Loss on conversion of stock | 10,612 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (579) | |
Accounts payable and accrued liabilities | 72,833 | 56,532 |
CASH USED IN OPERATING ACTIVITIES | (313,875) | (170,771) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Payment for purchase of properties and equipment | (4,000) | |
CASH USED IN OPERATING ACTIVITIES | (4,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of debt, net | 283,069 | 197,332 |
CASH PROVIDED BY FINANCING ACTIVITIES | 283,069 | 197,332 |
Net increase (decrease) in cash | (30,806) | 22,561 |
Cash, beginning of year | 30,834 | 7,750 |
Cash, end of year | 28 | 30,311 |
NON-CASH FINANCING ACTIVITIES: | ||
Debt settlement with common stock | 12,443 | 16,228 |
Debt settlement with stock payable | 20 | |
Discount issued on debt | 297,850 | 197,332 |
Conversion of preferred stock to common stock | 34 | |
Settlement of derivative discounts | $ 15,492 | $ 27,712 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Nature of Business Meso Numismatics, Inc. (the "Company") was originally organized under the laws of the state of Washington in 1999, as Spectrum Ventures, LLC to develop, market and sell VOIP (Voice Over Internet Protocol) services. In 2002, the Company changed its name to Nxtech Wireless Cable Systems, Inc. In August 2007, the Company changed its name to Oriens Travel and Hotel Management Corp. In November 2014, the Company changed its name to Pure Hospitality Solutions, Inc. On November 16, 2016, the Company entered into an Agreement and Plan of Merger between the Company and Meso Numismatics Corp. ("Meso"). The acquisition of Meso is to support the Company's overall mission of specializing in ventures related to Central America and the Latin countries of the Caribbean, not limited to tourism. Meso is a small but scalable numismatics operation that the Company can leverage for low cost revenues and product marketing. Meso Numismatics maintains an online store with eBay ( www.mesocoins.com The acquisition was completed on August 4, 2017 following the Company issuance of 25,000 shares of Series BB preferred stock to Meso to acquire one hundred (100%) percent of Meso's common stock. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company, controls, operates and owns both companies. On November 16, 2016, the date of the Merger Agreement, and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics first came under common control on June 30, 2017. On September 4, 2017, the Company decided to suspend its booking operations, Oveedia, to focus on continuing to build its numismatic business, Meso Numismatics. The Company did, however, use its footprint within the Latin American region to expand Meso Numismatics quickly. In September 2018, the Company changed its name to Meso Numismatics, Inc. which was approved by FINRA, and on September 26, 2018, the new ticker symbol MSSV became effective as of October 16, 2018. On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, E-Network de Costa Rica MA SA and Meso Numismatics Corp. All intercompany transactions have been eliminated. Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2019 and December 31, 2018, all of the Company's cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2019 and December 31, 2018. Inventory The Company's inventory is comprised of roughly 50% coins and medals and 50% paper money. The Company has a meticulous process for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires coins and medals from elsewhere around the world As of September 30, 2019, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed. Any inventory balances are therefore expensed during each reporting period. Derivative Instruments The derivative instruments are accounted for as liabilities. The derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments. Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists; delivery and acceptance has occurred; or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Company acquires rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred to Meso's Florida-based location and then sent around the world to the Company's many customers, with sales recorded net of fees. Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise's financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. Net Earnings (Losses) Per Common Share The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options (calculated using the treasury stock method). Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations. Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At September 30, 2019 and December 31, 2018, the carrying amounts of the Company's financial instruments, including cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At September 30, 2019 and December 31, 2018, the Company does not have any assets or liabilities except for derivative liabilities and convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of September 30, 2019 and December 31, 2018: Level 1 Level 2 Level 3 Total September 30, 2019 Convertible Notes Payable, net of discount $ 1,063,401 $ - $ - $ 1,063,401 Derivative Liability 4,026,778 - - 4,026,778 Total $ 5,090,179 $ - $ - $ 5,090,179 December 31, 2018 Convertible Notes Payable, net of discount $ 812,827 $ - $ - $ 812,827 Derivative Liability 2,938,317 - - 2,938,317 Total $ 3,751,144 $ - $ - $ 3,751,144 Comprehensive Income The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2019 and December 31, 2018, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. Stock-Based Compensation Stock-based compensation costs are measured at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black-Scholes valuation model. New Accounting Pronouncements In May 2014, ASU 2014-09 was issued, relating to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognized revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Effective January 1, 2018, the Company has adopted ASU 2014-09, "Revenue from Contracts with Customers". The results of operations for the reported periods after January 1, 2018 will be presented under this amended guidance, while prior period amounts are reported in accordance with ASC 605-Revenue Recognition. The Company has completed its assessment of the impact of the new revenue standard on the Company's financial position, results of operations, or cash flows and believes the new standard will not have a material impact. The Company has adopted the standard using the modified retrospective method of adoption. The Company's revenue arises from contracts with customers in which the sale of coins is the single performance obligation under the customer contract. Accordingly, revenue will continue to be recognized at a point in time when control of the asset is transferred to the customer, which is generally consistent with the Company's current accounting policies. No material changes have been noted for use in implementation of this standard. ASU 2014-09 provides presentation and disclosure requirements which are more detailed than under current GAAP. In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has already adopted. The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retroactive application of any accounting pronouncements issued subsequent to September 30, 2019 through the date these financial statements were issued. Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $26,857,053 and negative working capital of $5,976,737 as of September 30, 2019 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt to continue as a going concern as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company's new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. Accordingly, the condensed consolidated financial statements account for the Company as if it is a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern. To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses, the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as those of NGC and PMG. Along with the advertising program, the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales, the Company plans to invest $90,000 to acquire additional inventory, along with exploring possible acquisitions, which the Company estimates will require approximately $100,000. Business Combinations In the third quarter of 2017, the Company issued 25,000 Series BB Preferred Stock per the terms of the June 30, 2017 Debt Settlement Agreement to complete the acquisition of Meso Numismatics, fully satisfying the Merger Agreement, which was first entered into on November 16, 2016. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company, controls, operates and owns both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics first came under common control on June 30, 2017. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 3 – NOTES PAYABLE Convertible Notes Payable During 2003 through 2016, the Company entered into a series of convertible debentures, which bear interest at a rate varying from 0 to 10 percent, due on an annual basis. Any amount of interest which is not paid when due shall bear interest at 0 to 10 percent until paid in full. Throughout 2014 and 2015, these particular convertible notes payable have been partitioned and sold in portions to multiple third parties in a combined amount totaling in excess of $450,000. In the majority of cases, these convertible notes payable, because they were in default, were subject to term adjustments at the note holders' request. Thus, when the convertible notes payable were purchased, the new debt holders (generally) negotiated new terms with the Company. To this end, the Company would issue new notes, referred to as "replacement notes," which often resulted in slightly better terms. These debentures are convertible, at the investors' sole option, into shares of common stock at the following terms: ● a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange; ● a 50 percent discount to the average of the three lowest traded prices during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; ● either (i) a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange, or (ii) a fixed conversion price of $0.00005 per share during any time whereby the current day market price is at or greater than $0.01; ● a 40 percent discount to the average of the three lowest traded prices during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or ● either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075. During the periods ending September 30, 2019 and December 31, 2018 the Company received $0 and $63,000, respectively, in advances on existing convertible notes and $297,850 and $208,724, respectively, from funding on new convertible notes. From 2016 to present, the Company has entered into Convertible Debentures with Union Capital LLC. The promissory note agreements bear interest at eight (8%) percent and have a one (1) year maturity date. The notes may be repaid in whole or in part at any time prior to maturity. There are no shares of common stock issuable upon the execution of the promissory notes. The notes are convertible, at the investors' sole discretion, into shares of common stock at variable conversion prices. As of September 30, 2019, Union Capital LLC had advanced a total of $1,156,281 to the Company. During the periods ending September 30, 2019 and December 31, 2018, the Company made no payments on the outstanding convertible notes, and converted $12,443 and $30,251, respectively, into 400,731 and 1,154,394 shares of common stock. As of September 30, 2019 and December 31, 2018, the balance of outstanding principal notes payable was $1,288,009 and $997,502, respectively. September 30, December 31, 2019 2018 Ajene Watson, LLC $ 3,182 $ 3,182 Digital Asset Monetary Network (fka Digital Arts Media Network) 128,546 128,556 Union Capital, LLC 1,156,281 865,774 Current note payable 1,288,009 997,502 Less: Discount 224,608 184,675 Current note payable, net $ 1,063,401 $ 812,827 Derivative Liabilities The Company determined that the convertible notes outstanding as of September 30, 2019 and December 31, 2018 contained an embedded derivative instrument as the conversion price was based on a variable that was not an input to the fair value of a "fixed-for-fixed" option as defined under FASB ASC Topic No. 815 – 40. The Company determined the fair values of the embedded convertible notes derivatives and tainted convertible notes using the lattice valuation model. The balance of the fair value of the derivative liability as of December 31, 2018 and September 30, 2019 is as follows: Balance at December 31, 2017 $ 1,449,389 Additions 263,503 Fair value gain 1,270,683 Conversions (45,258 ) Balance at December 31, 2018 2,938,317 Additions 297,850 Fair value gain 806,103 Conversions (15,492 ) Balance at September 30, 2019 $ 4,026,778 During the periods ending September 30, 2019 and September 30, 2018, the Company recorded $67,278 and $50,237, respectively, of interest expense and $257,916 and $387,897, respectively, of debt discount amortization expense. As of September 30, 2019 and December 31, 2018, the Company had approximately $499,636 and $422,130, respectively, of accrued interest. |
Stockholders Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY | NOTE 4 – STOCKHOLDERS EQUITY Shares of Common Stock The Board of Directors was required to increase the number of authorized shares of common stock from (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company's contractual obligation to maintain the required reserve share amount for debtholders. On July 2, 2018, the Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The below transactions have been changed to reflect the 1-for-1,000 reverse stock split. As of September 30, 2019 and December 31, 2018, the Company has 5,336,177 and 4,901,024 shares of common stock issued and outstanding, respectively. 2019 Transactions On April 22, 2019, 3,010 shares of the Company's Series BB preferred stock were converted to 34,422 shares of the Company's common stock during the quarter ended June 30, 2019. The shares were converted within the terms of their original issue terms or agreement; a loss of $2,513 was recorded. On August 27, 2019, the Company issued 400,731 shares of common stock in conversion of $12,443 convertible notes payable at conversion price of $0.03105: a loss of $8,099 was recorded. Designation of Series AA Super Voting Preferred Stock On June 30, 2014, the Company filed with the Secretary of State with Nevada an amendment to the Company's Articles of Incorporation, as amended (the "Articles of Incorporation"), authorizing the issuance of up to eleven million (11,000,000) of preferred stock with a par value $0.001 per share. On May 2, 2014, the Company filed with the Secretary of State with Nevada in the form of a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock with a par value $0.001 per share, designated "Series AA Super Voting Preferred Stock," for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to ten thousand (10,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. The holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive dividends paid on the Company's common stock. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock shall not be entitled to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. The shares of the Series AA Super Voting Preferred Stock will not be convertible into the shares of the Company's common stock. During 2014, the Company and S & M Chuah Enterprises Ltd. agreed to an exchange of 900,000,000 shares of common stock previously issued to S & M Chuah Enterprises Ltd., an entity controlled by Ken Chua, CEO and board member for 500,000 shares of Series AA Preferred Stock of the Company with a par value of $0.001 per share. The 900,000,000 shares of common stock were returned to the Company's transfer agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible and non-tradable with super voting rights only. During 2014, the Company and E-Network de Costa Rica S.A., an entity controlled by Melvin Pereira, mutually agreed to issue an amount of 500,000 shares of Series AA Preferred Stock of the Company with a par value $0.001 per share as a compensation for becoming the new CEO of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible and non-tradable with super voting rights only. As of September 30, 2019 and December 31, 2018, the Company had 1,000,000 preferred shares of Series AA Preferred Stock issued and outstanding. Designation of Series BB Preferred Stock On March 29, 2017, the Company filed with the Secretary of State with Nevada a Certificate of Designation that authorized the issuance of up to one million (1,000,000) shares of a new series of preferred stock, par value $0.001 per share, designated "Series BB Preferred Stock," for which the board of directors established the rights, preferences and limitations thereof. Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1-for-1 basis into shares of the Company's common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company's common stock. The Series BB Preferred Stock shall not be adjusted by the Company. The holders of the Series BB Preferred Stock shall not be entitled to receive dividends paid on the Company's common stock. The Series BB Preferred Stock has a liquidation value of $1.00. Upon liquidation, dissolution and winding up of the affairs of the Company, whether voluntary or involuntary, the holders of the Series BB Preferred Stock shall be entitled to share equally and ratably in proportion to the preferred stock owned by the holder to receive out of the assets of the Company, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the common shareholders. As of September 30, 2019 and December 31, 2018, the Company has 441,125 and 444,135 shares of Series BB Preferred Stock issued and outstanding, respectively. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS On March 31, 2018, the Company changed its corporate registered offices to 433 Plaza Real, Suite 275, Boca Raton, Florida 33432. The lease is for a year-to-year term at $53.10 per month. Prior to March 31, 2019, the Company shares its corporate registered offices with Ajene Watson LLC at 3265 Johnson Avenue, Suite 213, Riverdale, NY 10463. The lease is for a year-to-year term. During the nine months ended September 30, 2019 and the year ended December 31, 2018, the Company incurred no material rent expenses. The Company has no leases that required implementation of ASU 842 in the period ending September 30, 2019 to assets and liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES On May 12, 2015, the Company issued a convertible promissory Note (the "Note") in the principal amount of $25,000 to Tarpon Bay Partners, LLC ("Tarpon Bay"), whose principal at the time is now known as a "Bad Actor" under SEC rules. On or about January 23, 2017, Tarpon Bay elected to convert principal and interest under the Note into shares of the Company's common stock. On or about June 6, 2017 the Note was assigned to J.P. Carey Enterprises, Inc. ("J.P."). On or about June 7, 2017, J.P. elected to convert principal and interest under the Note into shares of the Company's common stock. Joseph Canouse, a principal at J.P., initiated a lawsuit against the Company in Fulton County Court, in Georgia for, among other things, breach of contract. A default judgment was entered into against the Company for failure to response to these claims. The court then issued an Order of Judgement against the Company in the amount of $282,500 which was recorded in accounts payable as of December 31, 2017. The Company appealed the Courts' decision and in November 2018, while the Court of Appeals affirmed liability under the judgment, the Court of Appeals vacated the award of the entire judgment amount and remanded the case back to the trial court with instructions. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 7 – PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: September 30, December 31, Computer and office equipment $ 4,000 $ 4,000 Less: accumulated depreciation (800 ) (200 ) Total property and equipment, net $ 3,200 $ 3,800 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS NONE |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, E-Network de Costa Rica MA SA and Meso Numismatics Corp. All intercompany transactions have been eliminated. |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation The preparation of these financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain amounts for the prior year have been revised or reclassified to conform to the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. At September 30, 2019 and December 31, 2018, all of the Company's cash was deposited in major banking institutions. There were no cash equivalents as of September 30, 2019 and December 31, 2018. |
Inventory | Inventory The Company's inventory is comprised of roughly 50% coins and medals and 50% paper money. The Company has a meticulous process for the acquisition and sales process for each coin item. The Company specializes in coins from the Meso region, but also acquires coins and medals from elsewhere around the world As of September 30, 2019, the Company is working on an inventory tracking system by serial number. Until such time as an inventory tracking system exists, the inventory costs cannot be properly confirmed. Any inventory balances are therefore expensed during each reporting period. |
Derivative Instruments | Derivative Instruments The derivative instruments are accounted for as liabilities. The derivative instrument is initially recorded at its fair market value and is then re-valued at each reporting date, with changes in fair value recognized in operations for each reporting period. The Company uses the Binomial option pricing model to value the derivative instruments. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists; delivery and acceptance has occurred; or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for sales returns, bad debts, and other allowances based on its historical experience. The Company acquires rare coins and banknotes from Latin America at reduced costs, which it then sends to Numismatic Guaranty Corporation and Paper Money Guaranty for authentication and grading. Once graded, the inventory is transferred to Meso's Florida-based location and then sent around the world to the Company's many customers, with sales recorded net of fees. |
Income Taxes | Income Taxes The Company uses the liability method to record income tax activity. Deferred taxes are determined based upon the estimated future tax effects of differences between the financial reporting and tax reporting bases of assets and liabilities, given the provisions of currently enacted tax laws. The accounting for uncertainty in income taxes recognized in an enterprise's financial statements uses the threshold of more-likely-than-not to be sustained upon examination for inclusion or exclusion. Measurement of the tax uncertainty occurs if the recognition threshold has been met. |
Net Earnings (Losses) Per Common Share | Net Earnings (Losses) Per Common Share The Company computes earnings (loss) per share by dividing net earnings (loss) by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year. Dilutive common stock equivalents may consist of shares issuable upon conversion of convertible preferred shares and the exercise of the Company's stock options (calculated using the treasury stock method). Common stock issuable is considered outstanding as of the original approval date for purposes of earnings per share computations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments, which include cash, accounts payable and accrued expenses and advances from related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from financial instruments. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. At September 30, 2019 and December 31, 2018, the carrying amounts of the Company's financial instruments, including cash, accounts payable, and accrued expenses, approximate their respective fair value due to the short-term nature of these instruments. At September 30, 2019 and December 31, 2018, the Company does not have any assets or liabilities except for derivative liabilities and convertible notes payable required to be measured at fair value in accordance with FASB ASC Topic 820, Fair Value Measurement. The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on non-recurring basis as of September 30, 2019 and December 31, 2018: Level 1 Level 2 Level 3 Total September 30, 2019 Convertible Notes Payable, net of discount $ 1,063,401 $ - $ - $ 1,063,401 Derivative Liability 4,026,778 - - 4,026,778 Total $ 5,090,179 $ - $ - $ 5,090,179 December 31, 2018 Convertible Notes Payable, net of discount $ 812,827 $ - $ - $ 812,827 Derivative Liability 2,938,317 - - 2,938,317 Total $ 3,751,144 $ - $ - $ 3,751,144 |
Comprehensive Income | Comprehensive Income The Company records comprehensive income as the change in equity of a business during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. Other comprehensive income (loss) includes foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. As of September 30, 2019 and December 31, 2018, the Company had no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation costs are measured at fair value on the date of grant and recognition of compensation over the service period for awards expected to vest. The Company determines the fair value of awards using the Black-Scholes valuation model. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, ASU 2014-09 was issued, relating to revenue from contracts with customers. The ASU was further amended in August 2015, March 2016, April 2016, and May 2016 by ASU 2015-14, 2016-08, 2016-10 and 2016-12. In August 2015, the effective date was deferred to reporting periods, including interim periods, beginning after December 31, 2017, and will be applied retrospectively. Early adoption is not permitted. Since ASU 2014-09 was issued, several additional ASUs have been issued to clarify various elements of the guidance. These standards provide guidance on recognized revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Effective January 1, 2018, the Company has adopted ASU 2014-09, "Revenue from Contracts with Customers". The results of operations for the reported periods after January 1, 2018 will be presented under this amended guidance, while prior period amounts are reported in accordance with ASC 605-Revenue Recognition. The Company has completed its assessment of the impact of the new revenue standard on the Company's financial position, results of operations, or cash flows and believes the new standard will not have a material impact. The Company has adopted the standard using the modified retrospective method of adoption. The Company's revenue arises from contracts with customers in which the sale of coins is the single performance obligation under the customer contract. Accordingly, revenue will continue to be recognized at a point in time when control of the asset is transferred to the customer, which is generally consistent with the Company's current accounting policies. No material changes have been noted for use in implementation of this standard. ASU 2014-09 provides presentation and disclosure requirements which are more detailed than under current GAAP. In February 2016, FASB issued ASC 842 that requires lessees to recognize lease assets and corresponding lease liabilities on the balance sheet for all leases with terms of more than 12 months. The update, which supersedes existing lease guidance, will continue to classify leases as either finance or operating, with the classification determining the pattern of expense recognition in the income statement. The ASU will be effective for annual and interim periods beginning January 1, 2019, with early adoption permitted, and is applicable on a modified retrospective basis with various optional practical expedients. The Company has already adopted. The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retroactive application of any accounting pronouncements issued subsequent to September 30, 2019 through the date these financial statements were issued. |
Going Concern | Going Concern The financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception, resulting in an accumulated deficit of approximately $26,857,053 and negative working capital of $5,976,737 as of September 30, 2019 and future losses are anticipated. These factors, among others, generally tend to raise substantial doubt to continue as a going concern as to its ability to obtain additional long-term debt or equity financing in order to have the necessary resources to further design, develop and launch the website and market the Company's new service. In order to continue as a going concern, the Company needs to develop a reliable source of revenues, and achieve a profitable level of operations in the future and/or to obtain the necessary financing to meet its obligations arising from normal business operations when they come due. Accordingly, the condensed consolidated financial statements account for the Company as if it is a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern. To fund basic operations for the next twelve months, the Company projects a need for $750,000 that will have to be raised through debt or equity. In addition to the estimated $300,000 for operating expenses, the Company is budgeting $180,000 for advertising and marketing and $90,000 for new technology. To attract more customers to Meso Numismatics, the Company plans on hiring an advertising firm and placing more ads on sites such as those of NGC and PMG. Along with the advertising program, the Company plans on investing in upgrading and expanding the Meso App. To continue expanding sales, the Company plans to invest $90,000 to acquire additional inventory, along with exploring possible acquisitions, which the Company estimates will require approximately $100,000. |
Business Combinations | Business Combinations In the third quarter of 2017, the Company issued 25,000 Series BB Preferred Stock per the terms of the June 30, 2017 Debt Settlement Agreement to complete the acquisition of Meso Numismatics, fully satisfying the Merger Agreement, which was first entered into on November 16, 2016. The Company accounted for the acquisition as common control, as Melvin Pereira, the CEO and principal shareholder of the Company, controls, operates and owns both companies. On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics first came under common control on June 30, 2017. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of assets and liabilities measured at fair value on non-recurring basis | Level 1 Level 2 Level 3 Total September 30, 2019 Convertible Notes Payable, net of discount $ 1,063,401 $ - $ - $ 1,063,401 Derivative Liability 4,026,778 - - 4,026,778 Total $ 5,090,179 $ - $ - $ 5,090,179 December 31, 2018 Convertible Notes Payable, net of discount $ 812,827 $ - $ - $ 812,827 Derivative Liability 2,938,317 - - 2,938,317 Total $ 3,751,144 $ - $ - $ 3,751,144 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | September 30, December 31, 2019 2018 Ajene Watson, LLC $ 3,182 $ 3,182 Digital Asset Monetary Network (fka Digital Arts Media Network) 128,546 128,546 Union Capital, LLC 1,156,281 865,774 Current note payable 1,288,009 997,502 Less: Discount 224,608 184,675 Current note payable, net $ 1,063,401 $ 812,827 |
Schedule of fair value of derivative liability | Balance at December 31, 2017 $ 1,449,389 Additions 263,503 Fair value gain 1,270,683 Conversions (45,258 ) Balance at December 31, 2018 2,938,317 Additions 283,069 Fair value gain 820,884 Conversions (15,492 ) Balance at September 30, 2019 $ 4,026,778 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | September 30, December 31, Computer and office equipment $ 4,000 $ 4,000 Less: accumulated depreciation (800 ) (200 ) Total property and equipment, net $ 3,200 $ 3,800 |
Organization and Description _2
Organization and Description of Business (Details) - shares | Aug. 04, 2017 | Jul. 02, 2018 | Nov. 16, 2016 |
Organization and Description of Business (Textual) | |||
Share issuance of Series BB preferred stock | 25,000 | ||
Percentage of acquire | 100.00% | 100.00% | |
Description of reverse stock split | The Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Convertible Notes Payable, net of discount | $ 1,063,401 | $ 812,827 |
Derivative Liability | 4,026,778 | 2,938,317 |
Total | 5,090,179 | 3,751,144 |
Level 1 [Member] | ||
Convertible Notes Payable, net of discount | 1,063,401 | 812,827 |
Derivative Liability | 4,026,778 | 2,938,317 |
Total | 5,090,179 | 3,751,144 |
Level 2 [Member] | ||
Convertible Notes Payable, net of discount | ||
Derivative Liability | ||
Total | ||
Level 3 [Member] | ||
Convertible Notes Payable, net of discount | ||
Derivative Liability | ||
Total |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Aug. 04, 2017 | Sep. 30, 2017 | Sep. 30, 2019 | Dec. 31, 2018 | Nov. 16, 2016 |
Summary of Significant Accounting Policies (Textual) | |||||
Accumulated deficit | $ (26,857,053) | $ (25,380,333) | |||
Negative working capital | 5,976,737 | ||||
Operations fund | 750,000 | ||||
Invest to acquire additional inventory | 90,000 | ||||
Estimates amount | $ 100,000 | ||||
Business Combinations shares issued | 25,000 | ||||
Percentage of owned | 100.00% | 100.00% | |||
Description of business combinations | On November 16, 2016, the date of the Merger Agreement and June 30, 2017, the date of the Debt Settlement Agreement, Melvin Pereira, CEO of Pure Hospitality Solutions, owned 100% of the stock of Meso Numismatics. Pure Hospitality Solutions, Inc. and Meso Numismatics first came under common control on June 30, 2017. | ||||
Description of inventory | The Company's inventory is comprised of roughly 50% coins and medals and 50% paper money. | ||||
Series BB Preferred Stock | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Business Combinations shares issued | 25,000 | ||||
Operating Expenses [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Operations fund | $ 300,000 | ||||
Advertising and Marketing [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Operations fund | 180,000 | ||||
New Technology [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Operations fund | $ 90,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current note payable | $ 1,288,009 | $ 997,502 |
Less: Discount | 224,608 | 184,675 |
Current note payable, net | 1,063,401 | 812,827 |
Ajene Watson, LLC [Member] | ||
Current note payable | 3,182 | 3,182 |
Digital Asset Monetary Network (fka Digital Arts Media Network) [Member] | ||
Current note payable | 128,546 | 128,546 |
Union Capital, LLC [Member] | ||
Current note payable | $ 1,156,281 | $ 865,774 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Balance | $ 2,938,317 | $ 1,449,389 |
Additions | 283,069 | 263,503 |
Fair value gain | 820,884 | 1,270,683 |
Conversions | (15,492) | (45,258) |
Balance | $ 4,026,778 | $ 2,938,317 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Notes Payable (Textual) | |||
Convertible notes interest expense | $ 67,286 | $ 50,237 | |
Debt discount amortization expense | 257,916 | $ 387,897 | |
Accrued interest | $ 499,636 | $ 437,458 | |
Convertible Notes Payable [Member] | |||
Notes Payable (Textual) | |||
Description of convertible notes payable | During 2003 through 2016, the Company entered into a series of convertible debentures, which bear interest at a rate varying from 0 to 10 percent, due on an annual basis. Any amount of interest which is not paid when due shall bear interest at 0 to 10 percent until paid in full. | ||
Convertible notes payable | $ 450,000 | ||
Description of convertible debentures | These debentures are convertible, at the investors' sole option, into shares of common stock at the following terms: ● a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange; ● a 50 percent discount to the average of the three lowest traded prices during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; ● either (i) a 50 percent discount to the lowest closing bid price during the 10 days immediately preceding the conversion date as reported on the National Quotations Bureau OTCQB exchange, or (ii) a fixed conversion price of $0.00005 per share during any time whereby the current day market price is at or greater than $0.01; ● a 40 percent discount to the average of the three lowest traded prices during the 20 days immediately preceding the conversion date as quoted by Bloomberg LP; or ● either (i) a 40 percent discount to the 10 days average daily trading price immediately preceding the conversion date, or (ii) at a fixed conversion price of $0.001 per share during any time whereby the current day market price is at or less than $0.075. | ||
Advances on existing convertible notes | $ 0 | 63,000 | |
Funding on new convertible notes | $ 297,850 | 208,724 | |
Bears interest | 8.00% | ||
Maturity term | One (1) year maturity date | ||
Advance debt | $ 1,156,281 | ||
Converted amount | $ 12,443 | $ 30,251 | |
Converted shares | 400,731 | 1,154,394 | |
Notes payable outstanding | $ 1,288,009 | $ 997,502 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | Apr. 22, 2019 | Aug. 27, 2019 | Jul. 02, 2018 | Mar. 29, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | Jun. 30, 2014 | May 02, 2014 |
Stockholders Equity (Textual) | |||||||||||
Common stock reverse stock split | The Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The prior year financials have been changed to reflect the 1-for-1,000 reverse stock split. | ||||||||||
Loss on conversion of convertible debt | $ 8,099 | $ 10,612 | |||||||||
Common stock, shares outstanding | 5,336,177 | 5,336,177 | 4,901,024 | ||||||||
Conversion of common stock | $ 12,443 | $ 12,443 | $ 16,228 | ||||||||
Convertible Notes Payable [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Series BB preferred stock converted | 400,731 | 1,154,394 | |||||||||
Common stock issue price | $ 400,731 | ||||||||||
Loss on conversion of convertible debt | $ 8,099 | ||||||||||
Conversion price, per share | $ 0.03105 | ||||||||||
Conversion of common stock | $ 12,443 | ||||||||||
Series BB Preferred Stock [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Conversion of common stock | $ 2,513 | ||||||||||
Series BB preferred stock conversion basis, description | 3,010 shares of the Company’s Series BB preferred stock were converted to 34,422 shares of the Company’s common stock during the quarter ended June 30, 2019. | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Common stock authorized shares, description | (a) 200,000,000 to 500,000,000 during June 2015, (b) 500,000,000 to 1,500,000,000 during July 2015, and (c) 1,500,000,000 to 6,500,000,000 during March 2016, to adhere to the Company’s contractual obligation to maintain the required reserve share amount for debtholders. | ||||||||||
Common stock reverse stock split | The Board of Directors authorized and shareholders approved a 1-for-1,000 reverse stock split of its issued and outstanding shares of common stock held by the holders of record. The below transactions have been changed to reflect the 1-for-1,000 reverse stock split. | ||||||||||
Conversion of common stock | $ 401 | $ 401 | $ 324 | ||||||||
Series BB Preferred Stock | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Preferred stock, shares issued | 643,174 | 643,174 | 646,184 | ||||||||
Preferred stock, shares outstanding | 441,125 | 441,125 | 444,135 | ||||||||
Preferred stock designated, authorized | 1,000,000 | ||||||||||
Preferred stock designated, per share value | $ 0.001 | ||||||||||
Series BB preferred stock conversion basis, description | Each holder of outstanding shares of Series BB Preferred Stock shall be entitled to convert on a 1-for-1 basis into shares of the Company's common stock, any or all of their shares of Series BB Preferred Stock after a minimum of six (6) months have elapsed from the issuance of the preferred stock to the holder. The Series BB Preferred Stock has no voting rights until the Holder redeems the preferred stock into the Company's common stock. The Series BB Preferred Stock shall not be adjusted by the Company. | ||||||||||
Series BB preferred stock liquidation value | $ 1 | ||||||||||
Series AA Preferred Stock [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Preferred stock designated, authorized | 11,000,000 | 1,000,000 | |||||||||
Preferred stock designated, per share value | $ 0.001 | $ 0.001 | |||||||||
Series AA super voting preferred stock, description | Each holder of outstanding shares of Series AA Super Voting Preferred Stock shall be entitled to ten thousand (10,000) votes for each share of Series AA Super Voting Preferred Stock held on the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company. | ||||||||||
Series AA Preferred Stock [Member] | S & M Chuah Enterprises Ltd. [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Series AA super voting preferred stock exchange, description | The Company and S & M Chuah Enterprises Ltd. agreed to an exchange of 900,000,000 shares of common stock previously issued to S & M Chuah Enterprises Ltd., an entity controlled by Ken Chua, CEO and board member for 500,000 shares of Series AA Preferred Stock of the Company with a par value of $0.001 per share. The 900,000,000 shares of common stock were returned to the Company’s transfer agent for cancellation. The shares were valued on the date of the agreement using the par value of $0.001, since the shares were non-convertible and non-tradable with super voting rights only. | ||||||||||
Series AA Preferred Stock [Member] | E-Network de Costa Rica S.A. [Member] | |||||||||||
Stockholders Equity (Textual) | |||||||||||
Series AA super voting preferred stock exchange, description | The Company and E-Network de Costa Rica S.A., an entity controlled by Melvin Pereira, mutually agreed to issue an amount of 500,000 shares of Series AA Preferred Stock of the Company with a par value $0.001 per share as a compensation for becoming the new CEO of Pure Hospitality Solutions Inc. The shares were valued on the date of the agreement and are non-convertible and non-tradable with super voting rights only. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Mar. 31, 2018 | Sep. 30, 2019 | |
Related Party Transactions (Textual) | ||
Description of related party transactions | The lease is for a year-to-year term. During the nine months ended September 30, 2019 and the year ended December 31, 2018, the Company incurred no material rent expenses. | |
Lease term, per month | $ 53.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | May 12, 2015 | |
Commitments and Contingencies (Textual) | ||
Accounts payable | $ 282,500 | |
Tarpon Bay Partners, LLC [Member] | ||
Commitments and Contingencies (Textual) | ||
Principal amount | $ 25,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Less: accumulated depreciation | $ (800) | $ (200) |
Total property and equipment, net | 3,200 | 3,800 |
Computer and office equipment [Member] | ||
Property and equipment, Gross | $ 4,000 | $ 4,000 |