Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 20, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Coro Global Inc. | |
Entity Central Index Key | 0000842013 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 25,052,746 | |
Entity File Number | 033-25126-D | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NV |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 1,396,545 | $ 470,800 |
Cash - restricted | 87,380 | |
Surety Bonds | 19,237 | |
Prepaid expenses | 269,342 | 6,718 |
Total current assets | 1,772,504 | 477,518 |
Equipment, net | 8,731 | 7,722 |
Dino Might program | 1,979 | 1,979 |
Total assets | 1,783,214 | 487,219 |
Current liabilities | ||
Accounts payable and accrued liabilities | 407,415 | 153,551 |
Due to customers, net | 86,719 | |
Note payable - related party | 180,382 | |
Total current liabilities | 494,134 | 333,933 |
Commitments and Contingencies (Note 9) | ||
Stockholders' deficit | ||
Preferred stock, value | ||
Common stock, $.0001 par value: 700,000,000 shares authorized; 25,052,746 shares issued and 24,802,746 shares outstanding as of September 30, 2020 and 24,129,746 shares issued and 23,372,746 shares outstanding as of December 31, 2019 | 2,480 | 2,337 |
Additional paid-in capital | 44,540,849 | 39,276,760 |
Accumulated deficit | (43,254,249) | (39,125,811) |
Total stockholders' deficit | 1,289,080 | 153,286 |
Total liabilities and stockholders' deficit | 1,783,214 | 487,219 |
Preferred stock Series C | ||
Stockholders' deficit | ||
Preferred stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 700,000,000 | 700,000,000 |
Common stock, shares issued | 25,052,746 | 24,129,746 |
Common stock, shares outstanding | 24,802,746 | 23,372,746 |
Preferred stock Series C | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | ||||
Transaction revenue | $ 316 | $ 316 | ||
Transaction revenue - related party | 102 | 102 | ||
Total | 418 | 418 | ||
Operating expenses | ||||
Selling, general and administrative expenses | 988,972 | 629,154 | 3,052,827 | 3,159,191 |
Development expense | 422,523 | 184,021 | 911,029 | 890,695 |
Total operating expenses | 1,411,495 | 813,175 | 3,963,856 | 4,049,886 |
Loss from operations | (1,411,077) | (813,175) | (3,963,438) | (4,049,886) |
Other expenses | ||||
Interest expense | (2,236) | (165,000) | (17,211) | |
Total other expenses | (2,236) | (165,000) | (17,211) | |
Net loss | $ (1,411,077) | $ (815,411) | $ (4,128,438) | $ (4,067,097) |
Net loss per common share: basic and diluted | $ (0.06) | $ (0.04) | $ (0.17) | $ (0.18) |
Weighted average common shares outstanding: basic and diluted | 24,669,159 | 23,147,286 | 24,670,420 | 23,019,748 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / (deficit) (Unaudited) - USD ($) | Preferred Series C | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 2,285 | $ 33,798,526 | $ (34,275,432) | $ (474,621) | |
Balance, shares at Dec. 31, 2018 | 22,848,246 | ||||
Common stock issued for services | $ 2 | 99,998 | 100,000 | ||
Common stock issued for services, shares | 20,000 | ||||
Common stock issued for the conversion of deferred compensation | 2,162,408 | 2,162,408 | |||
Amortization of stock compensation | 391,552 | 391,552 | |||
Common stock issued for the conversion of note payable | $ 1 | 49,999 | 50,000 | ||
Common stock issued for the conversion of note payable, shares | 10,000 | ||||
Sale of common stock | $ 32 | 1,599,968 | 1,600,000 | ||
Sale of common stock, shares | 320,000 | ||||
Warrants issued for services | |||||
Net loss | (4,067,097) | (4,067,097) | |||
Balance at Sep. 30, 2019 | $ 2,320 | 38,102,451 | (38,342,529) | (237,758) | |
Balance, shares at Sep. 30, 2019 | 23,198,246 | ||||
Balance at Jun. 30, 2019 | $ 2,315 | 37,557,004 | (37,527,118) | 32,201 | |
Balance, shares at Jun. 30, 2019 | 23,148,246 | ||||
Amortization of stock compensation | 295,452 | 295,452 | |||
Sale of common stock | $ 5 | 249,995 | 250,000 | ||
Sale of common stock, shares | 50,000 | ||||
Net loss | (815,411) | (815,411) | |||
Balance at Sep. 30, 2019 | $ 2,320 | 38,102,451 | (38,342,529) | (237,758) | |
Balance, shares at Sep. 30, 2019 | 23,198,246 | ||||
Balance at Dec. 31, 2019 | $ 2,337 | 39,276,760 | (39,125,811) | 153,286 | |
Balance, shares at Dec. 31, 2019 | 23,372,746 | ||||
Common stock issued for services | $ 10 | $ 492,115 | $ 492,125 | ||
Common stock issued for services, shares | 100,000 | ||||
Stock based compensation | 50 | 622,057 | 622,107 | ||
Stock based compensation, shares | 500,000 | ||||
Warrants issued for services | $ 399,200 | $ 399,200 | |||
Exercise of warrants | $ 8 | 792 | 800 | ||
Exercise of warrants, shares | 80,000 | ||||
Common stock issued for note extension | $ 3 | 164,997 | 165,000 | ||
Common stock issued for note extension, shares | 33,000 | ||||
Net loss | (4,128,438) | (4,128,438) | |||
Balance at Sep. 30, 2020 | $ 2,480 | 44,540,849 | (43,254,249) | 1,289,080 | |
Balance, shares at Sep. 30, 2020 | 24,802,746 | ||||
Balance at Jun. 30, 2020 | $ 2,449 | 42,883,756 | (41,843,172) | 1,043,033 | |
Balance, shares at Jun. 30, 2020 | 24,491,246 | ||||
Common stock issued for services | $ 3 | 149,623 | 149,626 | ||
Common stock issued for services, shares | 31,500 | ||||
Sale of common stock | $ 28 | $ 1,400,272 | $ 1,400,300 | ||
Sale of common stock, shares | 280,000 | ||||
Stock based compensation | 107,198 | 107,198 | |||
Warrants issued for services | |||||
Exercise of warrants | |||||
Exercise of warrants, shares | |||||
Common stock issued for note extension | |||||
Common stock issued for note extension, shares | |||||
Net loss | (1,411,077) | (1,411,077) | |||
Balance at Sep. 30, 2020 | $ 2,480 | $ 44,540,849 | $ (43,254,249) | $ 1,289,080 | |
Balance, shares at Sep. 30, 2020 | 24,802,746 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (4,128,438) | $ (4,067,097) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issued for services | 1,114,232 | 2,252,965 |
Warrants issue for services | 399,200 | |
Common stock issued for debt extension | 165,000 | |
Amortization expense of debt discount | 9,921 | |
Depreciation | 1,504 | 1,486 |
Amortization of prepaid expenses | (262,624) | 83,333 |
Changes in operating assets and liabilities | ||
Increase in surety bonds | (19,237) | |
Due to customers | 86,719 | |
Accounts payable and accrued liabilities | 253,864 | (42) |
Net cash used in operating activities | (2,389,780) | (1,719,434) |
Cash flows from investing activities | ||
Purchase of Equipment | (2,513) | (588) |
Net cash used in investing activities | (2,513) | (588) |
Cash flow from financing activities | ||
Proceeds from exercise of warrants | 800 | |
Repayments on notes payable - related party | (180,382) | (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 | 3,585,000 | 1,600,000 |
Net cash provided by financing activities | 3,405,418 | 1,650,000 |
Net increase / (decrease) in cash and cash equivalents | 1,013,125 | (70,022) |
Cash and cash equivalents at beginning of period | 470,800 | 223,576 |
Cash and cash equivalents at end of period | 1,396,545 | 153,554 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 4,618 | 961 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Conversion of Convertible debentures related party to non convertible | 88,241 | |
Reclassification of derivative liability to additional paid in capital | 2,162,408 | |
Common stock issued conversion for conversion of notes payable - related party | 50,000 | |
Common stock issued for prepaid consulting services | $ 100,000 |
Business, Going Concern and Sig
Business, Going Concern and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Coro Global Inc., a Nevada corporation (the "Company"), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete condensed consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 13, 2020. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year. Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. Nature of Business Operations Coro Global Inc. is a Nevada corporation that was originally formed on November 1, 2005. On September 14, 2018 the Company formed a wholly owned subsidiary, Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology (Fintech) industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has developed a Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. In August 2020 the Company released its CORO payment product and commenced its commercialization. Covid-19 Pandemic The Company's operations have been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which was subject to a "stay at home" order effective March 26, 2020, and which was lifted effective May 20, 2020. The effect of Covid-19 on the business, has since been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working remotely. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,128,438 for the nine months ended September 30, 2020 and has an accumulated deficit of $43,254,249 as of September 30, 2020. The operating losses raise substantial doubt about the Company's ability to continue as a going concern. We will need to raise additional capital in order to continue operations. The Company's ability to obtain additional financing may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company's control. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Restricted cash are funds that belong to the Company's clients and is held at financial institutions. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $838,292 above the FDIC limit. Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $69,471, $194,852, $0 and $0, respectively for advertising costs for the three and nine months ended September 30, 2020 and 2019. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 5 years. Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 Depreciation expense was $508, and $499 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,504, and $1,486 for the nine months ended September 30, 2020 and 2019, respectively. Revenue Recognition Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard was effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements. Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board ("FASB") ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 Impairment of Long Lived Assets In accordance with Accounting Standards Codification ("ASC") 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset's carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. Leases In February 2016, the FASB issued ASU 2016-02, Leases Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totalling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and nine months ended September 30, 2020 and 2019. Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. Reclassifications Certain 2020 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements. Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Deferred Stock-Based Compensati
Deferred Stock-Based Compensation - Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Deferred Compensation Related Party [Abstract] | |
DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY | 2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY Effective May 18, 2018, the Company appointed J. Mark Goode as the President and Chief Executive Officer of the Company. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018 the Company accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity's share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award's fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. On May 31, 2019, the Company entered into amendment no. 1 to the Company's employment agreement with Mr. Goode. Pursuant to the amendment, the Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode would have been or will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode would have been required to return 500,000 of such shares to the Company if he was not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and ● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $622,057 for the additional value of the common stock for the vesting of the award. As of September 30, 2020 the unvested amount of the awards was $278,483. During the nine months ended September 30, 2020, 500,000 shares of Mr. Goode common stock vested. The remaining 250,000 shares issued to Mr. Goode under his employment agreement remain subject to forfeiture. |
Notes Payable - Related Party
Notes Payable - Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE - RELATED PARTY | 3. NOTES PAYABLE – RELATED PARTY On July 15, 2016, the Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into an exchange agreement with The Vantage Group Ltd. ("Vantage"), which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. Vantage is owned by Lyle Hauser, formerly the Company's largest stockholder. The changes in this note payable to related party are reflected in the following at September 30, 2020 and December 31, 2019: At At Note Payable $ - $ - Accrued interest $ 14,820 $ 19,438 On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384, as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 had been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. On July 27, 2020 the maturity date of the note dated January 14, 2019 was extended to September 30, 2020. On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which was extended to June 30, 2020. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. During the nine months ended September 30, 2020 the Company repaid a total of $110,000. As of September 30, 2020 and December 31, 2019, the note had a balance of $0 and $110,000, respectively. The Company evaluated the modification under ASC 470-50 and concluded the deletion of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms. |
Intellectual Property
Intellectual Property | 9 Months Ended |
Sep. 30, 2020 | |
Intellectual Property [Abstract] | |
INTELLECTUAL PROPERTY | 4. INTELLECTUAL PROPERTY In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might asset pursuant to which the Company agreed to pay to Vantage, for the Company’s 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might asset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of September 30, 2020 and December 31, 2019, the Dino Might asset balance was $1,979. Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
EQUITY | 5. EQUITY On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada (the "Series C Certificate of Designation"). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018. No shares of Series C Preferred Stock are outstanding as of September 30, 2020 and December 31, 2019, and no such shares may be re-issued. On May 18, 2018, the Company appointed J. Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode's annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company's performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). On May 31, 2019, the Company entered into amendment no. 1 to the Company's employment agreement with J. Mark Goode, the Company's chief executive officer and director. Pursuant to the amendment, the Company's obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode would have been or will be required to return such 750,000 shares to the Company as follows: ● Mr. Goode would have been required to return 500,000 of such shares to the Company if he was not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and ● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement). On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. The Company recorded $622,107 for the additional value of the common stock for the vesting of the award during the nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019 the unvested amount of the awards was $278,482 and $900,589, respectively. During the nine months ended September 30, 2020, 500,000 shares of common stock issued to Mr. Goode vested. For the nine months ended September 30, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 717,000 shares of common stock for an aggregate purchase price of $3,585,000. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser was extended to June 30, 2020. See Note 3. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of September 30, 2020 the note balance has been repaid. During the nine months ended September 30, 2020 the Company issued a total of 68,500 shares of common stock valued at $342,500 ($5.00 per share) to various consultant for consulting and business development. During the nine months ended September 30, 2020 the Company issued a total of 9,000 shares of common stock valued at $42,750 ($4.75 per share) to a consultant for business development services. During the nine months ended September 30, 2020 the Company issued a total of 22,500 shares of common stock valued at $106,875 ($4.75 per share) to the Company's three independent directors for services as directors. On June 22, 2020, the Company issued, to a consultant for services, six-month warrants to purchase 30,000 shares of common stock with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $149,700 ($5.00 per share), the current fair value for common stock. On June 22, 2020, the Company issued to Niquana Noel, the Company's chief operating officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $249,500 ($5.00 per share), the current fair value for common stock. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and on June 23, 2020, the agreement was amended and restated (as amended, the "Swirlds Agreement"). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company's Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the "Order Form"), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. Additionally, pursuant to the Order Form, the Company will pay Swirlds quarterly fees based on the aggregate value of all transaction fees the Company collects in that quarter from customers whose transactions were processed on the Coro payment platform using Swirld's Hashgraph algorithm. The Company will also pay quarterly network transaction fees on all transactions (other than transactions for fiat), that are conducted by a Coro network user. If such quarterly network transaction fees equal less than $5,000, the Company will pay Swirlds $5,000 for that quarter. On March 9, 2020, the Company entered into an engagement agreement with Aegis Capital Corp. ("Aegis"), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering is completed, the agreement contemplates, that (subject to execution of an underwriting agreement for the offering) Aegis will be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. The agreement had a termination date of six months from the date thereof or upon completion of the proposed offering. The Company had recorded $119,025 of deferred offering costs consisting of $85,000 of legal fees, exchange listing fees of $9,025 and $25,000 of underwrite due diligence fees. The agreement expired on September 9, 2020 and offering costs of $119,025 were expensed. On June 24, 2020, the board of directors of the Company adopted a compensation program for independent directors. Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). As of September 30, 2020, the Company had appointed three independent directors. |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Related Party [Abstract] | |
RELATED PARTY | 7. RELATED PARTY On July 15, 2016, the Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into an exchange agreement with The Vantage Group Ltd. ("Vantage"), which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. Vantage is owned by Lyle Hauser, formerly the Company's largest stockholder. On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384, as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 had been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. On July 27, 2020 the maturity date of the note dated January 14, 2019 was extended to September 30, 2020 On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which was extended to June 30, 2020. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. During the nine months ended September 30, 2020 the Company repaid a total of $110,000. As of September 30, 2020 and December 31, 2019, the note had a balance of $0 and $110,000, respectively. During the three and nine months ended September 30, 2020 and 2019 the Company paid Dorr Asset Management consulting fees and expenses of $75,000, $218,367, $0, and $0, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company. |
Business, Going Concern and S_2
Business, Going Concern and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Coro Global Inc., a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete condensed consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 13, 2020. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year. |
Principle of Consolidation | Principle of Consolidation The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Nature of Business Operations | Nature of Business Operations Coro Global Inc. is a Nevada corporation that was originally formed on November 1, 2005. On September 14, 2018 the Company formed a wholly owned subsidiary, Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology, or Fintech industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has developed a financial technology product and that uses distributed ledger technologies for improved security, speed, and reliability. In August 2020 the Company released its CORO product and commenced its commercialization. |
Covid-19 Pandemic | Covid-19 Pandemic The Company’s operations have been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which was subject to a “stay at home” order effective March 26, 2020, and which was lifted effective May 20, 2020. The effect of Covid-19 on the business, has since been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working remotely. |
Going Concern | Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,128,438 for the nine months ended September 30, 2020 and has an accumulated deficit of $43,254,249 as of September 30, 2020. The operating losses raise substantial doubt about the Company’s ability to continue as a going concern. We will need to raise additional capital in order to continue operations. The Company’s ability to obtain additional financing may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months. Restricted cash are funds that belong to the Company’s clients and is held at financial institutions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $838,292 above the FDIC limit. |
Advertising | Advertising The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $69,471, $194,852, $0 and $0, respectively for advertising costs for the three and nine months ended September 30, 2020 and 2019. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes. The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 5 years. Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years Computer and equipment costs consisted of the following: September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 Depreciation expense was $508, and $499 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,504, and $1,486 for the nine months ended September 30, 2020 and 2019, respectively. |
Revenue Recognition | 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 | Fair Value of Financial Instruments Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current Liabilities. The carrying amounts of these items approximated fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). Level 1 Level 2 Level 3 |
Impairment of Long Lived Assets | Impairment of Long Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset’s carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. |
Leases | Leases In February 2016, the FASB issued ASU 2016-02, Leases |
Net Loss per Share | Net Loss per Share Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totalling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and nine months ended September 30, 2020 and 2019. |
Management Estimates | Management Estimates The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Stock Based Compensation | Stock Based Compensation The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date. |
Reclassifications | Reclassifications Certain 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 | Recent Accounting Pronouncements All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. |
Business, Going Concern and S_3
Business, Going Concern and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property and equipment estimated useful lives | Asset Category Depreciation/ Computer equipment 5 Years Computer software 3 Years |
Schedule of computer and equipment costs | September 30, December 31, Computer equipment $ 12,477 $ 9,964 Accumulated depreciation (3,746 ) (2,242 ) Balance $ 8,731 $ 7,722 |
Notes Payable - Related Party (
Notes Payable - Related Party (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Notes Payable - Related Party [Abstract] | |
Schedule of changes in notes payable to related party | At At Note Payable $ - $ - Accrued interest $ 14,820 $ 19,438 |
Business, Going Concern and S_4
Business, Going Concern and Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Computer equipment | $ 12,477 | $ 9,964 |
Accumulated depreciation | (3,746) | (2,242) |
Balance | $ 8,731 | $ 7,722 |
Computer equipment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Depreciation/ Amortization period | 5 years | |
Computer software [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Depreciation/ Amortization period | 3 years |
Business, Going Concern and S_5
Business, Going Concern and Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Basis of Presentation & Going Concern (Textual) | |||||
Planned CXAU platform-overview, description | The Company is developing products and technology solutions for global payments and the financial industry. | ||||
Net loss | $ (1,411,077) | $ (815,411) | $ (4,128,438) | $ (4,067,097) | |
Accumulated deficit | (43,254,249) | (43,254,249) | $ (39,125,811) | ||
Depreciation expense | 508 | 499 | 1,504 | 1,486 | |
Advertising expense | $ 69,471 | $ 194,852 | $ 0 | $ 0 | |
Convertible shares not included in the computation of diluted loss per share | 0 | 0 | 0 | 0 | |
Operating accounts | $ 838,292 | $ 838,292 | |||
Maximum [Member] | |||||
Basis of Presentation & Going Concern (Textual) | |||||
Property and Equipment estimated useful lives | 5 years | ||||
Minimum [Member] | |||||
Basis of Presentation & Going Concern (Textual) | |||||
Property and Equipment estimated useful lives | 3 years |
Deferred Stock-Based Compensa_2
Deferred Stock-Based Compensation - Related Party (Details) - USD ($) | May 31, 2019 | May 18, 2018 | Sep. 30, 2020 | May 17, 2021 | May 17, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Common stock shares issued | 25,052,746 | 24,129,746 | |||||
Common stock, per share | $ 5 | ||||||
Common stock, value | $ 2,480 | $ 2,337 | |||||
Accrued stock-based compensation | $ 300,995 | ||||||
Additional paid in capital | 44,540,849 | $ 39,276,760 | |||||
Vested [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Additional value of common stock for the vesting | $ 622,057 | ||||||
Mr. Goode [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Additional paid in capital | $ 2,162,408 | ||||||
Mr. Goode [Member] | Vested [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Common stock shares issued | 500,000 | ||||||
Mr. Goode [Member] | Employment Agreement [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Annual base salary | $ 96,000 | ||||||
Increase annual base salary maximum | $ 216,000 | ||||||
Deferred compensation related party, description | Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. | ||||||
Common stock shares issued | 750,000 | 500,000 | 500,000 | ||||
Common stock, per share | $ 2.50 | ||||||
Common stock, value | $ 1,250,000 | ||||||
Additional shares, description | 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); | ||||||
Additional shares issued | 250,000 | ||||||
Mr. Goode [Member] | Employment Agreement [Member] | Forecast [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Common stock shares issued | 250,000 | ||||||
Unvested [Member] | |||||||
Deferred Stock-Based Compensation - Related Party (Textual) | |||||||
Common stock, value | $ 278,483 |
Notes Payable - Related Party_2
Notes Payable - Related Party (Details) - Notes Payable Related Party [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Note Payable | ||
Accrued interest | $ 14,820 | $ 19,438 |
Notes Payable - Related Party_3
Notes Payable - Related Party (Details Textual) - USD ($) | Apr. 07, 2020 | Apr. 12, 2019 | Apr. 09, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Feb. 28, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Note Payable - Related Party (Textual) | ||||||||
Percentage of advance carries interest rate | 7.00% | |||||||
Aggregate principal amount | $ 100,000 | |||||||
Maturity date | Jun. 30, 2019 | |||||||
Hauser [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Unsecured promissory notes mature, description | The maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384,as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 had been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. Between April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. | |||||||
Aggregate principal amount | $ 70,382 | |||||||
Maturity date | Sep. 30, 2020 | |||||||
Hauser [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Aggregate principal amount | $ 70,382 | $ 0 | ||||||
Outstanding convertible promissory note | $ 70,382 | 0 | $ 110,000 | |||||
Shareholder [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Unsecured promissory notes, description | The Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. | The Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which was extended to June 30, 2020. Following the maturity date, the note would bear a 9% annual interest rate until paid in full. | ||||||
Unsecured promissory notes total | $ 100,000 | |||||||
Unsecured promissory notes mature, description | One-year term | |||||||
Maturity date | Jun. 30, 2019 | |||||||
Vantage [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Newly issued shares of common stock | 10,000 | |||||||
Vantage [Member] | Unsecured Promissory Notes [Member] | ||||||||
Note Payable - Related Party (Textual) | ||||||||
Outstanding convertible promissory note | $ 50,000 | |||||||
Accrued interest | 5,438 | |||||||
Repayments common stock | $ 50,000 | $ 110,000 | ||||||
Newly issued shares of common stock | 10,000 |
Intellectual Property (Details)
Intellectual Property (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2020 | Dec. 31, 2019 | |
Intellectual Property (Textual) | |||
Impairment loss | $ 818,472 | ||
Percentage of revenue | 30.00% | ||
Shares issued value | $ 342,500 | ||
Dino Might asset balance | $ 1,979 | $ 1,979 | |
Series C Preferred Stock [Member] | |||
Intellectual Property (Textual) | |||
Issued to vantage shares | 7,000 | ||
Shares issued value | $ 820,451 |
Equity (Details)
Equity (Details) - USD ($) | Apr. 07, 2020 | May 17, 2021 | Jun. 22, 2020 | May 17, 2020 | May 31, 2019 | May 18, 2018 | Sep. 30, 2017 | Sep. 29, 2017 | Sep. 30, 2020 | Dec. 31, 2019 | Jul. 15, 2016 |
Equity (Textual) | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||||
Stock issued shares value | $ 342,500 | ||||||||||
Stock issued of new shares | 500,000 | 750,000 | 68,500 | ||||||||
Additional paid in capital | $ 44,540,849 | $ 39,276,760 | |||||||||
Percentage of interest rate | 7.00% | ||||||||||
Convertible promissory note principal amount | $ 100,000 | ||||||||||
Note maturity description | In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. Between April 1, 2020 to September 30, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of September 30, 2020 the note balance has been repaid. | ||||||||||
Common Stock, per share | $ 5 | ||||||||||
Warrant [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common Stock, per share | $ 5 | ||||||||||
Exercise price | $ 0.01 | ||||||||||
Warrants to purchase | 30,000 | ||||||||||
Recognized expense fair value of common stock | $ 149,700 | ||||||||||
Forecast [Member] | |||||||||||
Equity (Textual) | |||||||||||
Stock issued of new shares | 250,000 | ||||||||||
Securities Purchase Agreements [Member] | |||||||||||
Equity (Textual) | |||||||||||
Aggregate principal amount | $ 3,585,000 | ||||||||||
Aggregate of common stock | 717,000 | ||||||||||
Consultant [Member] | |||||||||||
Equity (Textual) | |||||||||||
Stock issued shares value | $ 42,750 | ||||||||||
Stock issued of new shares | 9,000 | ||||||||||
Common Stock, per share | $ 4.75 | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Equity (Textual) | |||||||||||
Employment agreement, description | The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). | ||||||||||
Chief Operating Officer [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common Stock, per share | $ 5 | ||||||||||
Exercise price | $ 0.01 | ||||||||||
Warrants to purchase | 50,000 | ||||||||||
Recognized expense fair value of common stock | $ 249,500 | ||||||||||
Mr. Goode [Member] | |||||||||||
Equity (Textual) | |||||||||||
Stock issued of new shares | 750,000 | ||||||||||
Additional paid in capital | $ 2,162,408 | ||||||||||
Common stock for vesting share | 500,000 | ||||||||||
Common Stock | |||||||||||
Equity (Textual) | |||||||||||
Stock issued shares value | $ 106,875 | ||||||||||
Stock issued of new shares | 22,500 | ||||||||||
Common Stock, per share | $ 4.75 | ||||||||||
Preferred Series C | |||||||||||
Equity (Textual) | |||||||||||
Stock issued shares value | $ 820,451 | ||||||||||
Unvested [Member] | |||||||||||
Equity (Textual) | |||||||||||
Additional paid in capital | $ 278,482 | 900,589 | |||||||||
Vesting [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common stock for vesting award value | $ 622,107 | $ 687,003 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Preferred stock, shares authorized | 7,000 | ||||||||||
Stock issued of new shares | 7,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | May 09, 2020 | Dec. 31, 2018 | Jun. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Commitments and Contingencies (Textual) | |||||
License fee agreement, description | We entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and on June 23, 2020, the agreement was amended and restated (as amended, the "Swirlds Agreement"). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company's Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the "Order Form"), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. | 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. | |||
Agreement term | 6 months | ||||
Expired date | Sep. 9, 2020 | ||||
Deferred offering costs | $ 119,025 | ||||
Legal fees | 85,000 | ||||
Underwrite due diligence fees | 25,000 | $ 9,025 | |||
Engagement agreement, description | The Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering is completed, the agreement contemplates, that (subject to execution of an underwriting agreement for the offering) Aegis will be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. | Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). | |||
Exchange listing fees | $ 9,025 |
Related Party (Details)
Related Party (Details) - USD ($) | Apr. 07, 2020 | Apr. 12, 2019 | Apr. 09, 2019 | Jan. 14, 2019 | Jul. 15, 2016 | Feb. 28, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Related Party (Textual) | |||||||||||
Principal amount | $ 100,000 | ||||||||||
Debt, term | 1 year | ||||||||||
Maturity date | Jun. 30, 2019 | ||||||||||
Interest rate per year | 7.00% | ||||||||||
Related party promissory note | $ 100,000 | ||||||||||
Consulting fees and expenses | $ 75,000 | $ 218,367 | 0 | $ 0 | |||||||
Vantage [Member] | |||||||||||
Related Party (Textual) | |||||||||||
Exchange of debt amount | $ 50,000 | ||||||||||
Issued shares of common stock | 10,000 | ||||||||||
Repaid additional | $ 50,000 | ||||||||||
Lyle Hauser [Member] | |||||||||||
Related Party (Textual) | |||||||||||
Maturity date | Mar. 31, 2020 | ||||||||||
Interest rate per year | 9.00% | ||||||||||
Related party promissory note | $ 110,000 | ||||||||||
Original issue discount | $ 10,000 | ||||||||||
Interest rate | 0.00% | ||||||||||
Outstanding convertible promissory note | 0 | 0 | $ 110,000 | ||||||||
Repayments common stock | 110,000 | ||||||||||
Common stock for purchase price | $ 100,000 | 33,000 | |||||||||
Repaid additional | $ 73,382 | $ 73,382 | |||||||||
Related party transaction, description | The maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384,as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 had been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. Between April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. | ||||||||||
Mr. Hauser [Member] | |||||||||||
Related Party (Textual) | |||||||||||
Aggregate amount of convertible debt | $ 70,382 | ||||||||||
Principal amount | $ 70,382 | ||||||||||
Maturity date | Sep. 30, 2020 |