UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.D.C. 20549

 

FORMForm 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2014

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

For the fiscal year ended December 31, 2017

OR

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

For the transition period from _______ to ________

 

Commission file numbernumber: 033-25126-D

 

MedeFileHASH LABS INC.

Formerly Tech Town Holdings, Inc. and Medefile International, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 85-0368333
(State or other jurisdiction of
incorporation or organization)
 

 (I.R.S.(I.R.S. Employer


Identification No.)

301 Yamato Road, Suite 1240, Boca Raton, Florida33431
(Address of principal executive offices)(Zip Code)

 

301 Yamato Road, Suite 1200

Boca Raton, FL 33413

(Address of principal executive offices) (Zip code)

(561) 912-3393

(Registrant’sRegistrant's telephone number, including area code)

code: (561) 295-1990

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:
None

 

DOCUMENTS INCORPORATED BY REFERENCE – None

Indicate by check mark whetherif the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. oYes þ  No 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. oYes þ  No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes o ☒  No ☐

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K .  þ10-K. ☒

 

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

 

Large accelerated filer oAccelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)Smaller reporting companyþ
Emerging growth company

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

 

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

. Yes ☐  Yes   þNo 

 

As of June 30, 2014,2017, the aggregate market value of the issuedvoting and outstandingnon-voting common stockequity held by non-affiliates of the registrant, based upon the last closing price of our common stock of $0.03 was approximately $1,500,000. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for any other purpose.$473,685

 

NumberAs of May 10, 2018, there were 18,451,277 shares of common stock, outstanding as of March 31, 2015 was 522,953,672.par value $0.0001 per share, issued and outstanding.

 

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Table of Contents

HASH LABS INC.

 

TABLE OF CONTENTS 

FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

INDEX  

  
Page
 PART I 
Item 1Business1
Item 1ARisk Factors3
Item 1ARisk Factors7
Item 1BUnresolved Staff Comments95
Item 2Properties95
Item 3Legal Proceedings105
Item 4Mine Safety Disclosures105
 PART II 
Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities106
Item 6Selected Financial Data117
Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations117
Item 7AQuantitative and Qualitative Disclosures About Market Risk149
Item 8Financial Statements and Supplementary Data 14F-1
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1410
Item 9AControls and Procedures1510
Item 9BOther Information1511
 PART III 
Item 10Directors, Executive Officers, and Corporate Governance1612
Item 11Executive Compensation1714
Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters2116
Item 13Certain Relationships and Related Transactions, and Director Independence2216
Item 14Principal Accountant Fees and Services2217
 PART IV 
Item 15Exhibits and Financial Statement Schedules2318
 Signatures25
20

 

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PART I

This report may contain forward-looking statements. Investors are cautioned that such forward-looking state to all comments are based on our management's beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment, from time to time of our competitive position, the industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,” “Hash Labs,” or the “Company” refer to Hash Labs Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars

 

ItemITEM 1. Business.BUSINESS

 

OrganizationalOur Corporate History

 

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

shareholders. As a result, of the Agreement, the OmniMed Shareholdersshareholders assumed control of Bio-Solutions. Effective November 21, 2005, Bio-Solutions and changed itsthe name of the Company to OmniMed International, Inc. Effective, effective November 21, 2006. On January 17, 2006;2006, OmniMed changed its name to MedeFile International, Inc. (“MedeFile”,The Company’s business following the “Company”, “we”, “us”, or “our”).

Overviewclosing of Business

MedeFile International, Inc., through its MedeFile, Inc. subsidiary, has developed and globally markets a proprietary, patient-centric,this acquisition was the sale of an Internet-enabled Personal Health Record (pier)(iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. MedeFile's goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. MedeFile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records, and in an efficientconnection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and cost-effective manner. MedeFile's products and services are designedrelease of information. Under this service, Company personnel go onsite to provide healthcare providers withphysicians’ office weekly to reproduce the ability to reference their patient's actual past medical records thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures.requested by third parties.

 

Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers,On October 25, 2017, the highly secure, feature-rich MedeFile iPHR solution has been designedCompany the Company changed its name to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive, electronic Personal Health Record (PHR).  The member can access his/her records 24-hours a day, seven days a week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeDrive flash drive/keychain or branded UBS-bracelet.Tech Town Holdings Inc, effective November 2, 2017.

 

By subscribingThe name change to the MedeFile system, members empower themselvesTech Town Holdings, Inc. was intended to take control of their own healthreflect a new business strategy centered on identifying and well-being,fostering new or early stage business opportunities being aggressively fueled by digital reinvention and empower their healthcare providersinnovation. To that end, our business-building platform was segmented into six focused categories, for which we planned to make sound and lifesaving decisions with the most accurate, up-to-date medical information available.  In addition, with MedeFile, members benefit from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.

MedeFile believes it enjoys a number of direct, competitive advantages over others in the medical records marketplace:advance numerous technology development projects:

 

MedeFile has developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.
MedeFile does all the work of collecting and updating medical information on an ongoing basis; the function of our products’ dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.
MedeFile provides a complete medical record.  Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), and are by no means complete or necessarily accurate records.
MedeFile provides a coherent mix of services and products that are intended to improve the quality of healthcare by enabling the patient to manage and access the information normally retained by doctors and other care providers.Digital News Aggregation

 

Industry Overview

Digital Entertainment and Gaming

 

Since the beginning of modern medicine, information about a patient's history, testing, treatment and care have been key factors in the provision and delivery of quality healthcare. Medical record information takes many forms, such as the patient's diagnosis, treatments, surgeries, medications, allergies, x-rays, and test results. The usage of medical record information has dramatically increased over the past two decades due to factors such as the complex reimbursement structure in the United States healthcare system, an ever more litigious society, and increased patient awareness.

Digital Health and Wellness

 

CannaTech

Every patient visit generates a medical record. Today, this information is largely contained in a paper-based patient medical record. A patient's medical records are usually stored in physicians' offices as well as other healthcare facilities the patient has visited. A record that tracks a patient's medical treatment over time is called a “longitudinal record.”

Mobile App Design and Development

 

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In today's healthcare environment, access to hospital-based medical records by patients and other authorized parties (e.g., insurance companies, attorneys, etc.) is controlled by Release of Information (ROI) policies and procedures. ROI processes are based on the premise that patients have a right to access their medical records and that they must specifically designate any other party to whom their medical information can be released. ROI policies and procedures are based on the

However, following laws and policies: the federal Health Insurance Portability and Accountability Act (HIPAA), various state laws, and the policies and professional practice guidelines set forth by the American Health Information Management Association (AHIMA).

Congress passed the Health Insurance Portability & Accountability Act (HIPAA) in 1996. The purpose of HIPAA is to prevent fraud in the healthcare industry and to protect confidential patient information. HIPAA standardizes and provides enforcement mechanisms for ROI rules and guidelines to protect personal healthcare information. HIPAA effects entities involved with electronic health care information--including health care providers, health plans, employers, public health authorities, life insurers, clearinghouses, billing agencies, information systems vendors, service organizations, universities, and even single-physician offices. The final versioncloser scrutiny of the HIPAA Privacy regulationsnew business opportunities we were exploring in late 2017, coupled with our evaluation of market trends and growth dynamics in their respective categories, we determined that a more prudent strategy was issuedto narrow our focus, working instead on capitalizing on global growth opportunities in December 2000, and went into effect on April 14, 2001.  A two-year "grace" period was included; enforcement of the HIPAA Privacy Rules began on April 14, 2003.

In addition, in 2009, the Health Information Technology for Economic and Clinical Health Act (HITECH Act) legislation was created to stimulate the adoption of electronic health records (EHR) and supporting technology in the United States. President Obama signed HITECH into law on February 17, 2009 as part of the American Recovery and Reinvestment Act of 2009 (ARRA), an economic stimulus bill. The HITECH Act continues the effort of the Health Insurance Portability and Accountability Act (HIPAA) to encourage movement to electronic patient records and to deliver stricter data protection regulations for more secure patient privacy. The HITECH act stipulates that, beginning in 2011, healthcare providers will be offered financial incentives for demonstrating meaningful use of electronic health records (EHR). Incentives will be offered until 2015, after which time penalties may be levied for failing to demonstrate such use. The Act also establishes grants for training centers for the personnel required to support a health IT infrastructure.

Overview of Products and Services

MedeFile iPHR

MedeFile is a Business-to-Business and a Business-to-Consumer subscription service. MedeFile is designed to create a "cradle to grave" longitudinal record for each of its members by retrieving and consolidating copies of their medical records. When the records are received, the MedeFile system consolidates them into a single medically correct format. The records are then storedindustry category. At this time, we continue to evaluate prevailing opportunities for our Company and anticipate determining a focused course of action in MedeFile's MedeVault, a secure repository that can be accessed by MedeFile members 24 hours a day, 7 days a week. Because ofmid-2018. In January 2018, the unique security procedures incorporated into the MedeFile system through SecuroMed, the member is the only personCompany’s name was changed to access or give permission to access their records.

A complete MedeFile iPHR is comprised of copies of the member's actual medical records as well as a Digital Health Profile (DHP), which is an overview of the patient's and his family's medical history. In addition, every Premium MedeFile member and MedeOne member receives a MedeDrive, an external USB drive which stores all of a patient's Emergency Medical Information as well as a copy of the member's MedeFile.

MedeFile's Emergency Medical Information (EMI) Card

Upon becoming a MedeFile member, each individual will receive a Membership / Emergency Medical Information (EMI) Card which contains instructions on how to contact MedeFile in order to retrieve the member's medical records.

The Digital Health Profile (DHP)

A part of a member's MedeFile is their Digital Health Profile (DHP). This form is completed by the patient in orderHash Labs Inc We also continue to provide a summaryprofessional service specializing in HIPAA compliant retrieval, reproduction and release of information which is the patient's healthcare history which assists healthcare providers in understandingprimary source of revenue for the patient's course of medical treatment. This document, along with Advanced Directives and medical record copies, complete the documents contained in the patient's MedeFile.Company.

 

MedeDrive

The MedeDrive is an external USB drive which stores allPlan of a patient's Emergency Medical Information and their MedeFile which can be viewed on a personal computer. MedeDrive self loads its own viewer, so no special program or software is required. The MedeDrive easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.

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MedeVault

The MedeVault is designed to serve as an electronic data and document repository that incorporates state-of-the-art security features in order to prevent unauthorized access to a patient's records. Access to the MedeVault is provided through an encrypted connection to a web service run by MedeFile. This connection is provided by Secure Sockets Layer (SSL) technology.

MedeMinder

MedeMinder is MedeFile’s reminder service.  The member tells us when and where to call, and we automatically contact the member day or night with an appropriate reminder, spoken by real people. The member can even choose the voice they want to hear.  MedeMinder helps insure the member will not miss an appointment or forget to take their medication.

SecurMed

SecurMed is designed to serve as an authentication process that protects against any information being viewed by unauthorized persons.

Quality of Care Program

MedeFile’s Quality of Care Program is a unique marketing initiative providing for MedeFile to partner on a revenue-sharing basis with established medical practitioners, physician groups and hospitals to educate patients on the benefits and advantages of adopting the MedeFile system as their Personal Health Record solution.  Studies have shown that consumers are more interested in adopting a PHR offered by their healthcare provider than any other source.

MedeFile believes that its iPHR platform can serve as a highly effective patient portal and practice integration tool that addresses the need for practitioners to meet Stage 2 “meaningful use” standards required for qualifying for federal incentive payments pursuant to the HITECH Act.    Stage 2 of the HITECH Act, which begins October 2012, stipulates that 20% of the patient populations of eligible providers must have the ability to electronically view and download their health information – including diagnostic test results, physician’s notes, medication lists and medication allergies, via a web-based portal within 36 hours of being seen by the eligible providers.  With the Quality of Care Program, healthcare providers can establish an elevated patient-centric standard of care and economically benefit from increased clinical efficiencies, government “meaningful use” incentives and their financial stake in the successful marketing of MedeFile’s iPHR solution to their patient populations.

MedePro

Introduced in 2012, MedePro is a medical record retrieval and document management solution created specifically by MedeFile for legal and insurance professionals.

For Legal Professionals

Medical record retrieval and document management play critical roles in helping plaintiff or defense counsels build, support and win their cases, be them mass tort, malpractice, personal injury, product liability, workers’ compensation or other types of health- or medical-related litigation. However, the sheer cost, manpower and time required to request, retrieve and manage what is typically hundreds, if not thousands, of records can be overwhelming. Upon engagement, MedeFile’s highly competent MedePRO customer service agents and our proprietary electronic retrieval system go to work contacting case-related healthcare providers nationwide to collect copies of all actual medical records and files – including actual notes, EKGs, X-rays, MRIs, labs, et al. Then, using a secure, double encrypted process, MedeFile consolidates, digitizes, indexes, paginates, Bates stamps, stores and protects the records in the MedeVault, MedeFile’s proprietary, highly secure, redundant electronic depository which can only be accessed by authorized individuals.

Retrieved medical records can be searched and viewed online through MedeFile’s secure online portal from anywhere on Earth using an Internet-enabled desktop computer or mobile computing device. In addition, individual and/or collective documents can also be downloaded, shared with co-counsels (essential for large mass tort cases), and copied to a MedeDrive, a proprietary USB thumb drive ideal for portability and convenient and economical long term storage.

The MedePRO solution may also be seamlessly integrated into a law firm’s case management system to facilitate real-time, one-click status checks of requested records, helping to expedite case discovery and complex trial preparation.

For Insurance Professionals

In collaboration with medical insurance providers and with proper authorization, MedePRO enables the expeditious, secure retrieval and management of all actual medical records and files from a patient’s current and former care providers. Records received are then digitized, indexed, coded and stored in the MedeVault, from which case managers can access, view, share and download a patient’s comprehensive, longitudinal personal health record from any web-enabled device. Further, MedePRO’s online record order tracking system allows case managers to view real-time status reports on a 24/7 basis.   Insurance professionals can also tap the power and convenience of MedePRO for the purpose of analyzing medical claims or investigating and adjudicating medical identity theft and fraud.

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MembersOperations

 

As of December 31, 2014, MedeFile had approximately 21099 members. The Company’s marketing strategy includes issuing trial memberships on several levels.the date of this annual report, our Company has not entered into any definitive agreement with any party regarding any specific business opportunities for our Company. In our efforts to analyze business opportunities, we will consider the following factors:

 

Potential for growth, indicated by new technology, anticipated market expansion or new products;

Sales and Marketing

MedeFile employs the following marketing strategies to generate awareness of MedeFile's products and services: direct sales, direct mail, public relations campaigns, speaking engagements by MedeFile's executive officers, participation in trade shows, and alliances and partnerships with third parties.

MedeFile's marketing strategy will target the following types of organizations: Health Maintenance Organizations; Preferred Provider Organizations; law practices, managed care organizations; insurance companies; trade unions; large affinity groups, such as AARP; large and medium-sized self-insured corporations; nursing homes and assisted living facilities; and Internet users.

In particular, the MedeFile service is designed to be sold in several distinct ways:

 

MedeFile’s website - Through normal e-commerce mechanisms, patients may enroll in the service directly from the MedeFile website. Membership may be purchased on an annual basis and may be paid all at once or over time, at the patient's discretion.
Physician referrals - Patients may enroll based onCompetitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a doctor's referral. In the event that these physicians are also MedeFile Quality of Care Program customers, they may easily transfer their patients' information into the MedeFile system.whole;

Strength and diversity of management, either in place or scheduled for recruitment;

Large group offerings (e.g. AARP, trade unions, etc.) - Large, membership-driven organizations may offerCapital requirements and anticipated availability of required funds, to be provided by the MedeFile system to their members at a discounted rate, which may be negotiated with MedeFile based on the size of the expected enrollment. An additional promotional advantage may be derivedCompany or from the use of MedeFileoperations, through the websitesale of the client organization. Hence, MedeFile functionality may be accessed using each organization's site.additional securities, through joint ventures or similar arrangements or from other sources;

Insurance companies - SimilarThe extent to large group offerings identified above, insurance companies may offerwhich the MedeFile service to their insured as a means to decrease the cost of medical care.business opportunity can be advanced;

The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

Law firms and insurance companies – law firms and insurance companies may engage MedeFile’s MedePro service for the purpose of retrieving medical records and managing documents in association with case preparation and management.Other relevant factors.

 

Technology

MedeFileWe will useneed to raise funds for our operating and continueinvesting cash needs. We have no committed sources of capital and there is no assurance we will be able to updateraise capital on terms acceptable to us, or at all. During the most advanced security measures available. Data transmitted between Web browsersnext 12 months we anticipate incurring costs related to developing our new business, filing of Exchange Act reports and Web servers over the Internet using TCP/IP is generally susceptibleother costs associated with being a public company. Although we believe we will be able to unauthorized interception. To protect sensitive data, the most common method of protection is data encryption. MedeFile will use the industry standard Secure Sockets Layer (SSL), which is a mechanism to secure Internet traffic so that it cannot be intercepted. SSL utilizes digital certificates to verify the identity and integrity of a web site (such as MedeFile) and to protect the security of transactions by certifying their source and destination. 

Competition

There are other companies working in the medical information technology arena such as GE Healthcare, Bio-Imaging Technologies, and Cyber Records. Some competing companies offer a USB key for medical record storage, but require the customer to provide or "self-populate" the informationmeet these costs through funds to be stored. The informationloaned by or invested in a self-populated record is limited and is only as accurate as the individual's memory and understanding of their health condition. Other companies expect each customerus by our stockholders or other investors, we can provide no assurance such funds will be available to obtain their own medical records from their various healthcare providers. Some offer a CD-Rom for record storage. Usually, the CD-Rom cannot be updated with any changes to an individual's medical status or treatment. Therefore, a new CD-Rom needs to be obtained from that company in order for the individual to have the most current, accurate information regarding their health. There are companies that are solely web-based that do not provide the customer the capability to have a copy of their records. In this case, an Internet connection is required to view stored documents. In addition, there are companies that do not concentrate on digitizing an individual's medical records but on converting medical facilities' records from paper to electronic format.us.

The advantage to being a MedeFile member is that MedeFile gathers, consolidates, organizes and securely stores each member's actual medical records on their behalf. The MedeFile membership includes a Digital Health Profile (DHP) which contains the member's general health history, emergency contacts, doctor contacts, family medical history, allergies, medications, and current conditions. A MedeFile membership also includes a MedeDrive which easily plugs into any PC USB port on most Windows-based computers built in the last four years. (Macintosh version is currently unavailable). The MedeDrive contains the member's emergency medical information that can be easily accessed by emergency care personnel, and the client's actual medical records which are stored in a secure area of the subscriber's MedeFile. The MedeDrive USB key can be updated easily and as frequently as the member desires at no additional cost.

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Employees

 

From our inception through the period ended December 31, 2014,As of May 10, 2018, we have primarily relied on the services of outside consultants.  As of December 31, 2014, MedeFile had a total of 3 full time employees and 3 consultants. We believe our relations with our employees are favorable.two full-time employees.

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ItemITEM 1A. Risk Factors.RISK FACTORS

 

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchase the Company’s common stock, an investor should carefully consider all of the material risks described below, together with the other information contained in this report before making a decision to purchase the Company’s securities. An investor should only purchase the Company’s securities if he or she can afford to suffer the loss of his or her entire investment.

 

RISKS RELATED TO OUR BUSINESS

 

We have a history of operating losses, and we may not achieve or maintain profitability in the future.

 

We had an operatingincurred a net loss of $577,175 and net income of $341,554$1,316,356, for the year ended December 31, 2014.2017. As of December 31, 2014,2017, we have an accumulated deficit of $27,354,543. The accompanying consolidated financial statements$30,251,465 and a stockholders’ deficit of $923,385. We may never achieve profitability or generate significant revenues.

We will need to raise additional capital.

We have a working capital deficit of $925,364 as of December 31, 2017. We will need to raise additional capital to maintain and expand operations. In recent years we have been prepared contemplating a continuationfunded primarily through advances by our largest stockholder. We do not have any committed sources of the Companycapital and there is no assurance additional capital will be available on terms acceptable to us, or at all. Any equity financings could result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. If we are unable to raise sufficient additional capital, we will need to curtail or cease operations.

Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.

 

InThe financial statements included in this report have been prepared assuming that the event that cash flowCompany will continue as a going concern. The Company has suffered recurring losses from operations is less than anticipated and we are unable to secure additional funding to cover our expenses, in order to preserve cash, we would be required to reduce expenditureshas a net capital deficiency. These conditions raise operating and effect reductions in our corporate infrastructure, either of which could have a material adverse effect on ourliquidity concerns and substantial doubt about the Company's ability to continue our current level of operations. To the extent that operating expenses increase or we need additional funds to make acquisitions, develop new technologies or acquire strategic assets, the need for additional funding may be accelerated and there can be no assurances that any such additional funding can be obtained on terms acceptable to us, if at all. If we were not able to generate sufficient capital, either from operations or through additional debt or equity financing, to fund our current operations, we would be forced to significantly reduce or delay our plans for continued research and development and expansion. This could significantly reduce the value of our securities.as a going concern.

The commercial success of our products and services depends on the widespread market acceptance of digital technology in the healthcare industry.

The market for digitization of medical records is emerging. Our success will depend on acceptance of digital technology for use in and maintaining and accessing medical records by individuals and healthcare providers, as well as the success of the commercialization of the MedeFile products and services. Presently, it is difficult to assess or predict with any assurance the potential size, timing and viability of market opportunities for our technology in this market. The healthcare records market sector is well established with entrenched competitors with whom we must compete.

We may be unable to effectively manage our growth or implement our expansion strategy.

Our growth strategy is subject to related risks, including pressure on our management and on our internal systems and controls. Our planned growth will require us to invest in new, and improve our existing, operational, technological and financial systems and to expand, train and retain our employee base. Our failure to effectively manage our growth could have a material adverse effect on our future financial condition. In addition, due to our lack of operating experience we may have difficulty in managing our growth.

We have limited marketing or sales capabilities, and if we are unable to develop sales and marketing capabilities, we may not be successful in commercializing our products.

We currently have limited sales, marketing and distribution capabilities. As a result, we may be forced to depend on collaborations or agreements with third parties that have established distribution systems and direct sales forces. To the extent that we enter into co-promotion or other licensing arrangements, our revenues will depend upon the efforts of third parties, over which we may have little or no control.

  

We may engage in future acquisitions, which may be expensive and time consuming and from which we may not realize anticipated benefits.

 

We may acquire additional businesses, technologies and products if we determine that these additional businesses, technologies and products complement our existing business or otherwise serve our strategic goals. If we do undertake transactions of this sort, the process of integrating an acquired business, technology or product may result in operating difficulties and expenditures and may absorb significant management attention which would otherwise be available for ongoing development of our business. Moreover, we may never realize the anticipated benefits of any acquisition. Future acquisitions could result in potentially dilutive issuances of our securities, the incurrence of debt and contingent liabilities and amortization expenses related to intangible assets, which could adversely affect our results of operations and financial condition.

 

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RISKS RELATED TO OUR COMMON STOCK

There is a minimal market for our common stock which may make it more difficult for shareholders to dispose of their shares.

Our common stock is quoted on the OTC Pink under the symbol “HLAB”. However, this is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange, and there is minimal trading in our common stock. These factors may have an adverse impact on the trading and price of our common stock.

3

 

Because our common stock is not registered under the Exchange Act, we will not be subject to the federal proxy rules and our directors, executive offices and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In addition, our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

 

Our common stock is not registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and we do not intend to register our common stock under the Exchange Act for the foreseeable future (provided that, we will register our common stock under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders of record who are not accredited investors (or more than 2,000 persons in total) and $10 million in assets, in accordance with Section 12(g) of the Exchange Act). As a result, although we are required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common stock is not registered under the Exchange Act, we willare not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission (“SEC”) a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through periodic reports we file under the Exchange Act or registration statements we file under the Securities Act.  Furthermore, so long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. 

 

Our common stock is subject to the "Penny Stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

 

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 

●  that a broker or dealer approve a person's account for transactions in penny stocks; and

that a broker or dealer approve a person's account for transactions in penny stocks; and

 

●  the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 

●  obtain financial information and investment experience objectives of the person; and

obtain financial information and investment experience objectives of the person; and

 

●  make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

 

sets forth the basis on which the broker or dealer made the suitability determination; and

●  sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

●   that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

4

 

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

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We do not expect to pay dividends for some time, if at all.dividends.

 

NoWe have not paid cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operationsstock and growth. We do not expect to pay cash dividendsdo so for the foreseeable future. As a result, any return on our shares will be depend on an increase in the near future. Paymentmarket price of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors.

Our future capital needs could result in dilution to investors; additional financing could be unavailable or have unfavorable terms.

 Our future capital requirements will depend on many factors, including cash flow from operations, progress in our present operations, competing market developments, and our ability to market our products successfully. Itshares, which may be necessary to raise additional funds through equity or debt financings. Any equity financings could result in dilution to our then-existing stockholders. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorable to us. If adequate funds are not obtained, we may be required to reduce or curtail operations.occur.

 

The rights of the holders of common stock may be impaired by the potential issuance of preferred stock.

 

Our board of directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control. The possible negative impact on takeover attempts could adversely affect the price of our common stock.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K includes forward-looking statements. Forward-looking statements are not statements of historical fact but rather reflect our current expectations, estimates and predictions about future results and events. These statements may use words such as "anticipate," "believe," "estimate," "expect," "intend," "predict," "project" and similar expressions as they relate to us or our management. When we make forward-looking statements, we are basing them on our management's beliefs and assumptions, using information currently available to us. These forward-looking statements are subject to risks, uncertainties and assumptions, including but not limited to, risks, uncertainties and assumptions discussed in this annual report. Factors that can cause or contribute to these differences include those described under the headings "Risk Factors" and "Management Discussion and Analysis of Financial Condition."

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statement you read in this annual report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this paragraph. You should specifically consider the factors identified in this annual report which would cause actual results to differ before making an investment decision. Except as may be required under applicable securities laws, we undertake no duty to update any of the forward-looking statements.    

Item 1B Unresolved Staff Comments.ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Notrequired for a smaller reporting company. applicable.

ItemITEM 2. Properties.PROPERTIES

 

MedeFile leases its mainWe maintain our principal office which is located at 301 Yamato Rd,Road, Suite 1240, Boca Raton, FL  33431, on a monthFlorida 33431. We believe that our existing facilities are suitable and adequate to month basis. The Company currently paysmeet our current business requirements. Our monthly rent of $1,478 per month.  is $59.

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ItemITEM 3. Legal Proceedings.LEGAL PROCEEDINGS

 

From time to time, the Company may become involved in litigation relating to claims arising out of it operations in the normal course of business. We are not currently involved inparty to any material legal proceedings or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding in which we are a party or to which any of our properties is subject, which would reasonable be likely to have a material adverse effect on the Company,proceedings.

 

ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES

 

Not applicable.

 

5

 

PART II

ItemITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is quoted on the OTCQB under the symbol MDFI.“HLAB” on the OTC Pink tier of the OTC Markets. There is minimal trading activity in our common stock.

 

The following table sets forth, for the periodsperiod indicated, the range ofquarterly high and low intraday closingper share bid informationprices per share of our common stock.stock for each quarter during our last two fiscal years as reported on Nasdaq.com.

 

  High  Low 
Quarter ended 03/31/13 $1.01  $0.28 
Quarter ended 06/30/13 $1.00  $0.36 
Quarter ended 09/30/13 $           1.30  $0.40 
Quarter ended 12/31/13 $1.00  $0.40 
Quarter ended 03/31/14 $0.50  $0.10 
Quarter ended 06/30/14 $0.14  $0.01 
Quarter ended 09/30/14 $0.05  $0.03 
Quarter ended 12/31/14 $0.05  $0.01 
2017 High  Low 
First Quarter $16.00  $4.08 
Second Quarter $8.80  $3.82 
Third Quarter $5.98  $3.00 
Fourth Quarter $6.00  $1.00 

2016 High  Low 
First Quarter $378.00  $35.00 
Second Quarter $85.00  $16.00 
Third Quarter $40.00  $6.32 
Fourth Quarter $10.38  $5.00 

 

The aboveBecause these are over-the-counter market quotations, these quotations reflect inter-dealer prices, are believed to reflect representative inter-dealer quotations, without retail markup,mark-up, markdown or other fees or commissions and may not represent actual transactions. There is currently no public trading market for our preferred stock.

 

As of March 31, 2015, there wereMay 10, 2018, we had approximately 1,0801,076 holders of record of the Company'sour common stock.

DIVIDEND POLICY

 

We do not currently payDividend Policy

The Company has never declared or paid any cash dividends on ourits common stock and we currently intenddoes not expect to retainpay and any future earnings for use in our business. Any future determination as to the payment of cash dividends on our common stock will be atfor the discretion of our Board of Directors and will depend on our earnings, operating and financial condition, capital requirements and other factors deemed relevant by our Board of Directors. There are no restrictions in the Company's articles of incorporation or bylaws that prevent the Company from declaring dividends. The Nevada Revised Statutes, however, do prohibit the Company from declaring dividends where, after giving effect to the distribution of the dividend:

1. The Company would not be able to pay its debts as they become due in the usual course of business; or

2. The Company's total assets would be less than the sum of its total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

The declaration of dividends on our common stock also may be restricted by the provisions of credit agreements that we may enter into from time to time.

SALES OF UNREGISTERED SECURITIES

None.

ISSUER PURCHASES OF EQUITY SECURITIES

None.foreseeable future.

 

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Recent Sales of Unregistered Securities

None

Purchases by Issuer and Its Affiliates

None.

ItemITEM 6. Selected Financial Data.SELECTED FINANCIAL DATA

 

NotThis item is not required for a smaller reporting company.companies.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTSITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s DiscussionThe following discussion highlights the principal factors that have affected our financial condition and Analysisresults of Financial Condition and Results of Operations may contain "forward-looking statements." The terms "believe," "anticipate," "intend," "goal," "expect," and similar expressions may identify forward-looking statements. These forward-looking statements represent the Company's current expectations or beliefs concerning future events. The matters covered by these statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in the forward-looking statements, including customer acceptance of new products, the impact of competition and price erosion,operations as well as otherour liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Consolidated Financial Statements and the related notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of this Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and uncertainties. The foregoing list should not be construed as exhaustive, and the Company disclaims any obligation subsequently to revise anyassumptions associated with these forward-looking statements to reflect events or circumstances after the date of such statements, or to reflect the occurrence of anticipated or unanticipated events, except as may be required under applicable securities laws. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation that the strategy, objectives or other plans of the Company will be achieved. More information about potential factors that could affect our business and financial results is included in the section entitled "Risk Factors"

OVERVIEW

Organizational History

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

As a result of the Agreement, the OmniMed Shareholders assumed control of Bio-Solutions. Effective November 21, 2005, Bio-Solutions changed its name to OmniMed International, Inc. Effective January 17, 2006, OmniMed changed its name to MedeFile International, Inc. ("MedeFile" or the "Company").statements.

 

OverviewResults of BusinessOperations

 

MedeFile International, Inc., through its MedeFile, Inc. subsidiary, has developed and globally markets a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. Our goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. We intend to accomplish our objective by providing individuals with a simple and secure way to access their lifetime of actual medical records in an efficient and cost-effective manner. Our products and services are designed to provide healthcare providers with the ability to reference their patients’ actual past medical records, thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures.

Interoperable with most electronic medical record systems utilized by physician practices, clinics, hospitals and other care providers, the highly secure, feature-rich MedeFile iPHR solution has been designed to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive Electronic Health Record (EHR).  The member can access his/her records 24-hours a day, seven days a week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet.

By subscribing to the MedeFile system, members empower themselves to take control of their own health and well-being, and empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available.  In addition, with MedeFile, members benefit from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.

We believe we enjoy a number of direct, competitive advantages over others in the medical records marketplace:

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RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 20142017 COMPARED TO YEAR ENDED DECEMBER 31, 20132016

 

Revenues

 

Revenues for the year ended December 31, 20142017 totaled $75,998$42,030 compared to revenues of $40,059$33,125 during the year ended December 31, 2013.   The increase2016. We generate revenues from professional service specializing in membership revenue is primarily relatedHIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel go onsite to amount of members and medical record reimbursement revenue received from members. Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from members’ doctors for sending updated medicalphysicians’ office weekly to reproduce the records to MedeFile. The off-setting expense is charged to selling general and administrative expense. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.  requested by third parties.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the year ended December 31, 20142017 totaled $650,316, a decrease$479,019, an increase of $311,840$30,107 or approximately 32.4%6.7% compared to selling, general and administrative expenses of $962,156$448,912 for the year ended December 31, 2013. Overall there2016. The increase was a decrease in the total selling, general and administrative due mainly to decreasedincreased payroll, legal expense and consulting fees.

 

Depreciation Expense

7

Impairment of Asset

 

Depreciation expense totaled $413Impairment of Dino Might program for the year ended December 31, 2014, compared to depreciation expense of $1,116 during the year ended December 31, 2013. The decrease in depreciation2017 was due to assets being fully depreciated.  $818,472.

 

Amortization ExpenseExpenses

 

Amortization expense for the year ended December 31, 20142017 totaled $1,339,$5,614 compared to $5,246$0 for the year ended December 31, 2013. Amortization expense is2016. During the expensingfirst quarter of 2017, the Company purchased website development through May 2013. Amortization expenseand domain names for 2014 was fora total of $17,845. At December 31, 2017, the writeDomains Names were written off in the amount of an intangible asset.$12,231.

 

Interest Expense

 

Interest expense on convertible debentures for the yearyears ended December 31, 20142017 and 2013,2016 was $11,525$1,768 and $1,013$11,606 respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% annual interest rate.

 

Interest expense on the discount for convertiblepromissory notes for the years ended December 31, 2017 and 2016, was $34,443 and $12,817 respectively. During the year ended December 31, 2014 and 2013 was $101,836 and $8,164 respectively. The conversion feature2017, the Company entered into several promissory notes with an annual interest rate of the debentures allows the note7%, with terms varying from four months to be converted at a share price of $0.10.one year.

 

Other Expense

 

GainLoss on change in fair value of derivate liabilities for the year ended December 31, 20142017 was $1,062,090$6,839 compared to $2,366,218a gain of $6,500 for the year ended December 31, 2013.

Loss on write-off of inventory for the year ended December 31, 2014 was $30,000 compared to $0 for the year ended December 31, 2013.2016.

 

Net IncomeLoss

 

For the reasons stated above, our net incomeloss for the for year ended December 31, 20142017 was $341,554,$1,316,356, or $0.00$8.70 per share, an increase of $1,085,697,$892,646, compared to a net incomeloss of $1,427,251,$423,710, or $0.07$2.95 per share, during the year ended December 31, 2013. The significant change is directly related to adjustments in the fair value of our derivative liability and a decrease in our general and administrative and compensation expenses.2016.

 

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FINANCIAL CONDITION

 

Liquidity and Capital Resources

 

As of December 31, 2014,2017, we had cash andof $730, compared to cash equivalents of $36,170, inventory$13,118 as of $23,412, merchant services reserve of $2,939, prepaid expenses of $5,709 and accounts receivable of $5,425.December 31, 2016. Net cash used in operating activities for the year ended December 31, 20142017 was approximately $576,221. Current$275,488. Our current liabilities as of $170,970December 31, 2017 totaled $929,032; and consisted of $47,697$235,589 for accounts payable and accrued liabilities, deferred revenuesconvertible debenture of $684, convertible debentures (net$19,055, overdraft of discount)$1,577, note payable – related party of $122,538,$653,405, and warrant liabilitiesderivative liability of $51.$19,406. We have a net negative working capital of $97,315.

Between January 29, 2015 and February 13, 2015, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company sold an aggregate$925,364 as of 279,099,100 shares of common stock for an aggregate purchase price of $620,000.December 31, 2017.

 

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported an operatinga net loss of $577,175 and net income of $341,554$1,316,356 for the year ended December 31, 2014 and an operating loss of $922,790 and net income of $1,427,251 for the year ended December 31, 20132017 and had an accumulated deficit of $27,354,543$30,251,465 as of December 31, 2014. The Company has a net negative working capital of $97,315 as of December 31, 2014.2017. We may not succeed in generating any cash flows in the future from anticipated new business activities.

 

The Company currently estimates that itWe have no committed sources of capital. We have funded our operations in recent years primarily through loans from our principal stockholder. We will require approximately $420,000need to raise additional capital to continue its operations for the next twelve months.  Additional investments are being sought, but we cannot guarantee that we willand expand our operations. We may not be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and conditions in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not availablecapital on acceptable terms, we will have to curtail our operationsor at all.

 

Off-Balance Sheet ArrangementsCritical Accounting Policies and Estimates

 

We do not have any off balance sheet arrangements as

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 31, 201415, 2017 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (full retrospective). The Company will adopt ASU 2014-09 in the filingfirst quarter of this report.2018 and apply the full retrospective approach. Because the Company's primary source of revenues is from providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information, the Company does not expect the impact on its consolidated financial statements to be material.

Critical Accounting Policies

 

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

 

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

 

8

Revenue Recognition

 

TheHistorically, the Company generateshas generated revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management'smanagement’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

 

Stock-basedStock-Based Compensation

 

The Company accounts for all compensation related to stock, options or warrants using a fair value basedvalue-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company 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 date of the related agreement.

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Impairment of long-lived assets

 

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

 

Inflation

Our opinion is that inflation has not had, and is not expected to have, a material effect on our operations.

Climate Change

Our opinion is that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

Off-Balance Sheet Arrangements

At December 31, 2017, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

New Accounting Pronouncements

In AugustMay 2014, the Financial Accounting Standards Board (FASB)FASB issued Accounting Standards Updates (ASU) 2014-15 requiringASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an entity’s management to evaluate whether there are conditionsamount that reflects the expected consideration received in exchange for those goods or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concernservices. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable)those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (full retrospective). The Company will adopt ASU 2014-09 in this Update are effective for the annual period ending after December 15, 2016,first quarter of 2018 and for annual periodsapply the full retrospective approach. Because the Company's primary source of revenues is from providing a professional service specializing in HIPAA compliant retrieval, reproduction and interim periods thereafter. Early application is permitted.release of information, the Company does not expect the impact on its consolidated financial statements to be material.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

NotITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “Smaller Reporting Company,” we are not required for a smaller reporting company.to provide the information required by this Item.

9

 

ItemITEM 8. Financial Statements.FINANCIAL STATEMENTS

 

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Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and Board of Directors and Stockholders of

Hash Labs, Inc. (formerly Tech Town Holdings, Inc. and Medefile International, Inc.)

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheetsheets of Hash Labs, Inc. and its subsidiary (formerly Tech Town Holdings, Inc. and Medefile International, Inc.) (collectively, the “Company”) as of December 31, 2014,2017 and 2016, and the related consolidated statements of income,operations, changes in stockholders’ equity,deficit, and cash flowflows for the yearyears then ended, December 31, 2014. These financial statements areand the responsibility ofrelated notes (collectively referred to as the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States)“financial statements”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Medefile International, Inc.the Company as of December 31, 2014,2017 and 2016, and the results of itstheir operations and itstheir cash flows for the yearyears then ended, December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the entityCompany will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the entityCompany has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ RBSM, LLP

RBSM, LLP

April 2, 2015

Las Vegas, Nevada

F-1
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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Medefile International, Inc.

We have audited the accompanying consolidated balance sheet of Medefile International, Inc. as of December 31, 2013, and the related consolidated statements of operation, stockholders’ deficit, and cash flow for the year ended December 31, 2013. These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Medefile International, Inc. as of December 31, 2013, and the results of its operation and its cash flow for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management'sManagement’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ L.L. Bradford &Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company LLCAccounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

L.L. Bradford &We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company LLC

March 31, 2014

Las Vegas, Nevada

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since 2016.

Houston, Texas

May 10, 2018

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Hash Labs, Inc.

(formerly Tech Town Holdings, Inc.)

Medefile International, Inc.
Consolidated Balance Sheets
 
       
       
    
  Decenber 31  December 31, 
  2014  2013 
Assets      
Current assets        
Cash $36,170  $266,843 
Accounts receivable  5,425   2,914 
Inventory  23,412   54,507 
Merchant services reserve  2,939   14,818 
Prepaid expense  5,709   1,057 
Total current assets  73,655   340,139 
         
Website development, net of accumulated amortization  265,792   261,340 
Furniture and equipment, net of accumulated depreciation  -   413 
Intangibles  -   1,339 
Total assets $339,447  $603,231 
         
Liabilities and Stockholders' (Deficit)        
Current Liabilities        
Accounts payable and accrued liabilities $47,697  $52,915 
Coverible debenture - net of discount  122,538   9,177 
Deferred revenues  684   2,075 
Derivative liability  51   1,062,141 
Total Current Liabilities  170,970   1,126,308 
         
Stockholders' (Deficit)        
Preferred stock, $.0001 par value: 10,000,000 authorized,        
no shares issued and outstanding  -   - 
Common stock, $.0001 par value: 500,000,000 authorized;        
225,836,554 and 40,706,899 shares issued and outstanding on        
December 31, 2014 and December 31, 2013, respectively  22,583   4,070 
Additional paid in capital  27,430,517   27,099,030 
Common stock to be issued  69,920   69,920 
Accumulated deficit  (27,354,543)  (27,696,097)
Total stockholders' (deficit)  168,477   (523,077)
Total liability and stockholders'(deficit) $339,447  $603,231 
         
         

(formerly Medefile International, Inc.)

Consolidated Balance Sheets

  December 31, 
  2017  2016 
Assets      
Current assets   
Cash $730  $13,118 
Merchant services reserve  2,938   2,938 
Total current assets  3,668   16,056 
         
Intangible asset  1,979   - 
Total assets $5,647  $16,056 
         
Liabilities and Stockholders’ Deficit        
Current liabilities        
Accounts payable and accrued liabilities $235,589  $78,865 
Bank overdraft  1,577   - 
Note payable - related party  653,405   334,817 
Convertible debenture - related party  19,055   17,287 
Derivative liability  19,406   12,567 
Total current liabilities  929,032   443,536 
         
Stockholders’ deficit        
Preferred stock, $0.0001 par value: 10,000,000 authorized, no shares issued and outstanding on December 31, 2017 and December 31, 2016, respectively  -   - 
Preferred stock, Series C, $0.0001 par value: 7,000 authorized, 7,000  and no shares issued and outstanding on December 31, 2017 and December 31, 2016, respectively  1   - 
Common stock, $0.0001 par value, 700,000,000 authorized, 151,277 and 143,780 shares issued and outstanding on December 31, 2017 and December 31, 2016, respectively  15   14 
Additional paid-in capital  29,328,064   28,507,615 
Accumulated deficit  (30,251,465)  (28,935,109)
Total stockholders’ deficit  (923,385)  (427,480)
Total liabilities and stockholders’ deficit $5,647  $16,056 

 

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

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Medefile International, Inc.
Consolidated Statements of Operations
 
       
       
       
       
  Year Ended December 31, 
   2014   2013 
Revenue  75,988   40,059 
Cost of goods sold  1,095   1,331 
         
Gross profit  74,893   38,728 
         
Operating expenses        
Selling, general and administrative expenses  650,316   962,156 
Depreciation and amortization expenses  1,752   6,362 
Total operating expenses  652,068   968,518 
         
Loss from operations  (577,175)  (929,790)
         
Other income (expenses)        
Interest expense - convertible note  (11,525)  (1,013)
Interest expense - discount on convertible note  (101,836)  (8,164)
Loss on write-off of inventory  (30,000)  - 
Change of derivative liabilities  1,062,090   2,366,218 
Total other income (expense)  918,729   2,357,041 
         
Gain (loss) before income tax  341,554   1,427,251 
Provision for income tax        
Net income (loss) $341,554  $1,427,251 
         
Net loss per share: basic and diluted $0.00  $0.07 
         
Weighted average share outstanding  80,626,245   21,232,854 
basic and diluted        

 The accompanying notes are an integral part of these consolidated financial statementsstatements.

 

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Hash Labs, Inc.

Medefile International, Inc.
Consolidated Statement of Stockholders' Equity
 
   Preferred    Common Stock         
   Shares    Par    Shares   Par       Common Stock   Accumulated     
   Outstanding   Amount   Outstanding   Amount   APIC   Payable   Deficit   Total 
Balance December 31, 2012  -  $-   11,413,189  $1,141  $23,886,499  $-  $(29,123,348) $(5,235,708)
                                 
Common stock sale          17,421,429   1,742   913,258           915,000 
Adjustment to derivative liability              2,190,460           2,190,460 
Covertible debenture discount                  110,000           110,000 
Common stock issued for                                
anti-dilution          11,872,281   1,187   (1,187)          - 
Common stock payable                      69,920       69,920 
Net income                          1,427,251   1,427,251 
Balance December 31, 2013  -   -   40,706,899   4,070   27,099,030   69,920   (27,696,097)  (523,077)
                                 
Common stock issued                                
    for anti-dilution          150,129,655   15,013   (15,013)          - 
Common stock sale          35,000,000   3,500   346,500           350,000 
                                 
Net Income                          341,554   341,554 
Balance December 31, 2014  -  $-   225,836,554  $22,583  $27,430,517  $69,920  $(27,354,543) $168,477 
                                 

(formerly Tech Town Holdings, Inc.)

(formerly Medefile International, Inc.)

Consolidated Statements of Operations

  Year ended December 31, 
  2017  2016 
Revenue $42,030  $33,125 
         
Operating expenses        
Selling, general and administrative expenses  479,019   448,912 
Amortization expenses  5,614   - 
Impairment of Dino Might Program  818,472   - 
Write off of Domain names  12,231   - 
Total operating expenses  1,315,336   448,912 
         
Loss from operations  (1,273,306)  (415,787)
         
Other income (expenses)        
Interest expense  (36,211)  (14,423)
Gain (loss) on change in fair value of derivative liabilities  (6,839)  6,500 
Total other expense  (43,050)  (7,923)
         
Net loss $(1,316,356) $(423,710)
         
Net loss per common share: basic and diluted $(8.70) $(2.95)
         
Weighted average common share outstanding: basic and diluted  151,277   143,780 

 

The accompanying notes are an integral part of these consolidated financial statementsstatements.

 

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Hash Labs, Inc.

(formerly Tech Town Holdings, Inc.)

(formerly Medefile International, Inc.)

Consolidated Statements of Changes in Stockholder’s Deficit

For the Years Ended December 31, 2017 and 2016

  Preferred Series C  Common Stock  Additional       
  Shares  Par  Shares  Par  Paid-in  Accumulated    
  Outstanding  Amount  Outstanding  Amount  Capital  Deficit  Total 
Balance December 31, 2015  -  $-   143,780  $14  $28,507,615  $(28,511,399) $(3,770)
                             
Net loss  -   -   -   -   -   (423,710)  (423,710)
Balance December 31, 2016  -  $-   143,780  $14  $28,507,615  $(28,935,109) $(427,480)
                             
Preferred shares series C issued for purchase of intangible asset  7,000   1   -   -   820,450   -   820,451 
Shares issued for fractional shares from stock split  -   -   7,497   1   (1)  -   - 
                             
Net loss  -        -   -           -   -   (1,316,356)  (1,316,356)
Balance December 31, 2017  7,000  $1   151,277  $15  $29,328,064  $(30,251,465) $(923,385)

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

Medefile International, Inc.
Consolidated Statements of Cash FlowsF-4
 

 

    
    
  Year Ended December 31, 
  2014  2013 
Cash flows from operating activities        
Net income $341,554  $1,427,251 
Adjustments to reconcile net loss to net        
cash used in operating activities:        
Depreciation  413   1,116 
Amortization  1,339   5,245 
Interest expense - discount on convetible debenture  101,836   8,164 
Loss on write-off of inventory  (30,000)  - 
(Gain)loss  in fair value of derivitave liabilities  (1,062,090)  (2,366,218)
Changes in operating assets and liabilities        
Accounts receivable  (2,511)  (2,523)
Inventory  61,095   951 
Prepaid insurance  (4,652)  (59)
Accounts payable and accrued liabilities  (5,218)  (85,296)

Accrued interest – convertible debenture

  11,525   1,013 
Merchant service reserves  11,879   49,501 
Deferred revenue  (1,391)  (2,238)
Net Cash used in operating activities  (576,221)  (963,093)
         
Cash flows from investing activities        
Website development  (4,452)  (99,340)
Net cash used in investing activities  (4,452)  (99,340)
         
Cash flow from financing activities        
Proceeds fromm convertible debenture - related party  -   110,000 
Proceeds from common stock subscriptions  350,000   984,920 
Net cash provided by financing activities  350,000   1,094,920 
         
Net increase (decrease) in cash and cash equivalents  (230,673)  32,487 
Cash and cash equivalents at beginning of period  266,843   234,356 
Cash and cash equivalents at end of period $36,170  $266,843 
         
Supplemental disclosure of cash flow information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         

Hash Labs, Inc.

(formerly Tech Town Holdings, Inc.)

(formerly Medefile International, Inc.)

Consolidated Statements of Cash Flows

  Year ended December 31, 
  2017  2016 
Cash flows from operating activities        
Net loss  (1,316,356) $(423,710)
Adjustments to reconcile net loss to net cash used in operating activities:        
Amortization expense  5,614   - 
Loss (gain) on change in derivative liability - convertible debenture  6,839   (6,500)
Impairment of Dino Might program  818,472   - 
Write off of Domain names  12,231   - 
Changes in operating assets and liabilities        
Accounts receivable  -   4,965 
Accounts payable and accrued liabilities  159,924   64,008 
Bank overdraft  1,577   - 
Accrued interest - convertible debenture  1,768   1,606 
Accrued interest - note payable  34,443   12,817 
Deferred revenue  -   (439)
Net cash used in operating activities  (275,488)  (347,253)
         
Cash flows from investing activities        
Cash paid for Domain names  (17,845)  - 
Net cash used in investing activities  (17,845)  - 
         
Cash flow from financing activities        
Payment on note payable - related party  (4,330)  - 
Proceeds from note payable - related party  285,275   322,000 
Net cash provided by financing activities  280,945   322,000 
         
Net decrease in cash and cash equivalents  (12,388)  (25,253)
Cash and cash equivalents at beginning of period  13,118   38,371 
Cash and cash equivalents at end of period  730  $13,118 
         
Supplemental disclosure of cash flow information        
Cash paid for interest $-  $- 
Cash paid for income taxes $-  $- 
         
Non-Cash Investing and Financing Transactions        
Purchase of Dino Might program with preferred stock issuance $820,451  $- 
Adjustment for fractional shares issued due to reverse split $1  $- 
Expense paid by Director $3,200  $- 

 

The accompanying notes are an integral part of these consolidated financial statementsstatements.

 

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Hash Labs, Inc.

(formerly Tech Town Holdings, Inc.)

(formerly Medefile International, Inc.)

Notes to the Consolidated Financial Statements

 

1. BASIS OF PRESENTATIONNOTE 1 — BUSINESS, GOING CONCERN AND NATURE OF BUSINESS OPERATIONSSIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder’s deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Principle of Consolidation

 

The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiaries.subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidationconsolidation.

 

Nature of Business Operations

 

MedefileOur Company was originally formed on November 1, 2005 when Bio-Solutions International, Inc. has developedentered into an Agreement and globally marketsPlan of Merger (with OmniMed Acquisition Corp., a proprietary, patient-centric,Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. Pursuant to the Agreement, Bio-Solutions acquired all of the outstanding equity stock from the OmniMed shareholders. As a result, the OmniMed shareholders assumed control of Bio-Solutions and changed the name of the Company to OmniMed International, Inc., effective November 21, 2006. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this acquisition was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s actual medical records. Medefile's goal is to revolutionize the medical industry by bringing patient-centric digital technology to the business of medicine. Medefile intends to accomplish its objective by providing individuals with a simple and secure way to access their lifetime of actual medical records, and in an efficientconnection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and cost-effective manner. Medefile's products and services are designedrelease of information. Under this service, Company personnel go onsite to provide healthcare providers withphysicians’ office weekly to reproduce the ability to reference their patients’ actual past medical records thereby ensuring the most accurate treatment and services possible while simultaneously reducing redundant procedures.requested by third parties.

 

Interoperable with most electronic medical record systems utilizedIn October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being aggressively fueled by physician practices, clinics, hospitalsdigital reinvention and other care providers, the highly secure, feature-rich MedeFile iPHR solution has been designedinnovation. To that end, our business-building platform was segmented into six focused categories, for which we planned to gather all of its members’ actual medical records on behalf of each member, and create a single, comprehensive Electronic Health Record (EHR). The member can access his/her records 24-hours a day, seven days a week – or authorize a third party user – on any web-enabled device (PC, cell phone, PDA, e-reader, et al), as well as the portable MedeFile flash drive/keychain or branded UBS-bracelet.

By subscribing to the MedeFile system, members empower themselves to take control of their own health and well-being, and empower their healthcare providers to make sound and lifesaving decisions with the most accurate, up-to-date medical information available.  In addition, with MedeFile, members enjoy the peace of mind that comes from knowing that their medical records are protected from fire, natural disaster, document misplacement or the closing of a medical or dental practice.

MedeFile believes it enjoys a number of competitive advantages over other firms within the medical records marketplace, including:advance numerous technology development projects:

 

·  MedeFile has developed products and services geared to the patient, while containing the depth and breadth of information required by treating physicians and medical personnel.Digital News Aggregation
· MedeFile does all the work of collecting and updating medical information on an ongoing basis; the function of our products’ dependence on the patient taking action is minimal – particularly when compared to patient action required to support competing solutions.

·MedeFile provides a complete medical record. Other companies claim complete longitudinal records, but in reality only provide histories (usually completed by the member/patient), which are by no means complete or necessarily accurate records.
·MedeFile provides a coherent mix of servicesDigital Entertainment and products that are intended to improve the quality of healthcare by enabling the patient to manageGaming
Digital Health and access the information normally retained by doctorsWellness
Cryptocurrencies and other care providers.Blockchain Technologies
CannaTech
Mobile App Design and Development

 

However, following closer scrutiny of the new business opportunities we were exploring in late 2017, coupled with our evaluation of market trends and growth dynamics in their respective categories, we determined that a more prudent strategy was to narrow our focus, working instead on capitalizing on global growth opportunities in a single industry category. At this time, we continue to evaluate prevailing opportunities for our Company and anticipate determining a focused course of action in mid-2018. In January 2018, the Company’s name was changed to Hash Labs Inc. We also continue to provide a professional service specializing in HIPAA compliant retrieval, reproduction and release of information

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Going Concern

 

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported an operatinga net loss of $577,175 and net income of $341,554 for the year ended December 31, 2014. During the comparable year ended 2013, the Company had an operating loss of $922,7902017 and net income of $1,427,251, as a direct result of the change in valuation of the Company’s warrant derivative. The Company had an accumulated deficit of $27,354,543has negative working capital as of December 31, 2014.  The Company has negative working capital of $97,315 as of December 31, 2014.2017.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company'sCompany’s ability to continue as a going concern. The Company'sCompany’s ability to obtain additional financing depends on the availability of its borrowing capacity, 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'sCompany’s control.

 

We will need additional investments in order to continue operations to cash flow break even.operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

 

However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

 

Cash and Cash Equivalents

 

For purposes of these financial statements, cash and cash equivalents includes highly liquid debt instruments with maturity of less than three months.

 

Concentrations of Credit Risk

 

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating account is not above the FDIC limit.

 

Advertising

 

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the yearyears ended December 31, 20142017 and 2013 of approximately $0 and $0 respectively.2016.

 

Income Taxes

 

The Company accounts forincomefor 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.

 

F-7

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.

 

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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 10 years.

Trademark Costs

Trademark costs incurred in the registration and acquisition of trademarks and trademark rights are capitalized. These costs will be amortized over the legal life of the related trademark once the trademark is awarded. The Company performs an annual review of its identified intangible assets to determine if facts and circumstances exist which indicate that the useful life is shorter than originally estimated or that the carrying amount of the assets may not be recoverable.

The Company expenses all software costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.

Website Development

The Company's policy is to capitalize website development costs at original cost and amortize the balance over the life of the product. The life of website is determined at completion of the project. The Company reviews the amounts capitalized for impairment whenever events or circumstances indicate that the carrying amounts of the assets may not be recoverable.

The Company expenses all development costs associated with the conceptual formulation and evaluation of alternatives until the application development stage has been reached. Costs to improve or support the technology are expensed as these costs are incurred.

 

Revenue Recognition

 

The Company generates revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognizes revenue on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management'smanagement’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

 

Deferred Revenue

The Company generally receives subscription fees for its services. From time to time, the Company will receive quarterly or annual subscriptions paid in advance and deferred revenue is recorded at that time. The deferred revenue is amortized into revenue on a pro- rata basis each month. Customers with quarterly or annual subscriptions may cancel their subscriptions and request a refund for future months' revenues at any time. Therefore, a liability is recorded to reflect the amounts that are potentially refundable. At December 31, 2014 and December 31, 2013, deferred revenue totaled $684 and $2,075, respectively.

Reclassifications

Certain reclassifications have been made in prior periods financial statements to conform to classifications used in the current period.

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

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.

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, Financial Accounting Standards Board (“FASB”) ASC Topic 820-10-35 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements).

 

Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.

 

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

 

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

 

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The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2017 and December 31, 2016 are described below:  

 

     Fair Value Measurements 
     Level 1  Level 2  Level 3 Total
   Assets          
   Website development $-  $-  $265,792  $265,792
   Total $-  $-  $265,792  $265,792
   Liabilities          
   Deferred Revenues $684  $-  $-  $684
   Derivative Liability  -   -   51  51
   Total $684  $-  $51  $735
  Fair Value Measurements 
  Level 1  Level 2  Level 3  Total 
December 31, 2017:            
Liabilities            
Derivative Liabilities $    -  $    -  $19,406  $19,406 
Total $-  $-  $19,406  $19,406 
                 
December 31, 2016:                
Liabilities                
Derivative Liabilities $-  $-  $12,567  $12,567 
Total $-  $-  $12,567  $12,567 

Derivative liability as of December 31, 20178 was $19,406, compared to $12,567 as of December 31, 2016.

 

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'smanagement’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.

Inventory

Inventories are stated at the lower of cost or market value. Cost is determined by the first-in, first-out basis and market being determined as the lower of replacement cost or net realizable value. The Company records inventory write-downs for estimated obsolescence of unmarketable inventory based upon assumptions about future demand and market conditions. For the year ended At December 31, 20142017, the Company haddetermined there was an inventory write offimpairment on the Domain Name assets. As a result an impairment was recorded in the amount of $30,000. There$12,231. Additionally, an impairment was no inventory write offrecognized for the year ended December 31, 2013.Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated.

 

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. Warrants to purchase 3,010,511Convertible shares, if converted, totaling 4,563 common shares were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ending December 31, 2014.  2017.

 

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.

 

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Stock Based Compensation

 

The Company accounts for allemployee compensation related to stock, options or warrants using a fair value basedvalue-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company 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 date of the related agreement.measurement date.

 

2.  ACCOUNTS RECEIVABLERecent Accounting Pronouncements

 

Due

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the collection historyexpected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (full retrospective). The Company will adopt ASU 2014-09 in the first quarter of 2018 and apply the full retrospective approach. Because the Company’s primary source of revenues is from providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information, the Company does not maintain an allowance for doubtful accounts.  Recognition of a specific uncollectible account is written directly againstexpect the invoice in accounts receivable and expensed in the current period.impact on its consolidated financial statements to be material.

 

3. WEBSITE DEVELOPMENT2. NOTES PAYABLE – RELATED PARTY

 

Website development consists of the following:

 
  

December 31,

2014

   December 31, 2013 
Website development $324,285  $224,946 
Additional development  4,453   99,340 
Accumulated amortization  (62,946)  (62,946)
         Net website development $265,792  $261,340 

During May 2012 the Company began redesigning its website.  The Company anticipates that the redesign will be completed by June 2015.

Amortization is calculated over a three-year period. Amortization expense for the year ending December 31, 2014 and 2013 is $1,339 and $5,245, respectively.

4. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

  December 31, 2014  December 31,
2013
 
Computers and equipment $169,286  $169,286 
Furniture and fixtures  38,618   38,618 
Subtotal  207,904   207,904 
Less: accumulated depreciation  (207,904)  (207,491)
Net furniture and equipment $-  $413 

Depreciation is calculated by using the straight-line method over the estimated useful life.  Depreciation expense totaled $413 and $1,116 for the year ended December 31, 20142016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder totaling $222,000. During the year ended December 31, 2017, the Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. The notes mature four to twelve months from issuance and 2013, respectively.total $437,500. As of December 31, 2017, $300,000 of the notes were in default.

 

5.The changes in these notes payable to related party consisted of the following during the years ended December 31, 2017 and 2016:

  December 31, 2017  December 31, 2016 
Notes payable – related party at beginning of period $231,569   - 
Borrowings on notes payable – related party  215,500   222,000 
Repayment  -   - 
Accumulated interest  23,534   9,569 
Notes payable – related party $

470,603

   231,569 

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On July 15, 2016, the Company entered into an unsecured 7% Promissory Notes with a significant shareholder in the amount of $100,000. The note has a one-year term and was in default as of December 31, 2017.

The changes in these notes payable to related party consisted of the following during the years ended December 31, 2017 and 2016:

  December 31, 2017  December 31, 2016 
Notes payable at beginning of period $103,248  $- 
Borrowings on notes payable  -   100,000 
Repayment  -   - 
Accumulated interest  7,440   3,248 
Notes payable – related party $110,688  $103,248 

During the year ended December 31, 2017, the Company entered into five unsecured 7% Promissory Notes with a significant shareholder totaling $65,500. As of December 31, 2017, $65,500 was in default.

The changes in these notes payable to related party consisted of the following during the year ended December 31, 2017:

  December 31,
2017
 
Notes payable – related party at beginning of period $- 
Borrowings on notes payable – related party  65,500 
Repayment  - 
Accumulated interest  3,469 
Notes payable – related party $68,969 

During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the CEO of the Company; total expenses paid directly by the CEO of the Company was $3,200. During the year ended December 31, 2017, the Company repaid $4,330 to the CEO, and the amount due to the CEO was $3,145 as of December 31, 2017. The advance carries 0% interest rate and is to be paid when funds become available.

Other Related Party Transaction

Michael Delin, a director of the Company, provides accounting services to the Company through an entity he owns. During the years ended December 31, 2017 and December 31, 2016, the Company paid Mr. Delin $9,500 and $22,500 for such services.

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3. CONVERTIBLE DEBEBTUREDEBENTURE – RELATED PARTY

 

The Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issuedshareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. BothThe debentures havecarry a one-year term and are convertible into common stock at conversion feature at a share price of $0.10. The Company recognized a beneficial conversion feature (BCF) dueequal to the intrinsic valuelower of $400.00 or 80% of the conversion rate compared to the market priceprevious day’s closing price. $40,000 of the common stocknote was converted and $70,000 was repaid as of the grant date. A discount is computed based on the share value at the timeDecember 31, 2015. Convertible accrued interest remained outstanding under this note of issuance$19,055 and amortized over the period$17,287 as of December 31, 2017 and 2016, respectively.

The changes in these outstanding convertible notes payable to related party consisted of the debenture.following during the years ended December 31, 2017 and 2016:

 

  December 31, 2014  December 31,
2013
 
Convertible debenture – related party $122,538  $111,013 
Beneficial conversion feature  -   (101,836)
Convertible debenture, net of BCF $122,538  $9,177 
  December 31, 2017  December 31, 2016 
Convertible debenture – related party at beginning of period $17,287  $15,681 
Conversion  -   - 
Repayment  -   - 
Accumulated interest  1,768   1,606 
Convertible debenture – related party at end of period $19,055  $17,287 

 

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6. WARRANT LIABILITY4. DERIVATIVE LIABILITIES

 

In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012, (see Note 7), the Company granted warrants with ratchet provisions. The warrants contain an expiration date ofexpired four years from the date of grant. During the first two years of grant, if the Company issueswere to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price willwould be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years following the issuance date, if the Company issueswere to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price willwould be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants iswas also subject to adjustment.

 

Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the warrant liability to the new value, and records a corresponding gain or loss. The Company uses expected volatility based primarily on historical volatility using weekly pricing observationsloss (see below for recent periods that correspond tovariables used in assessing the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates.fair value).

 

Due to the ratchet provisions, the Company treats the warrants as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock.

 

AsThese warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2014, these warrants include the following:2015.

 

Warrants granted during July 2011As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in connection with the saleamount of 35,461 shares$50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures carry a one-year term and are convertible into common stock withat a conversion price equal to the right to originally purchase up to 35,461 shareslower of $400.00 or 80% of the Company’s common stock with an original exercise priceprevious day’s closing price.

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The Company assesses the fair value of $2.50. the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value).

Due to the issuancevariable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the Company’s common stock in April 2012, the exercise price was adjusted to $0.50 and the number of shares to 1,808,511. Fair valueconversion options was determined using the Black-Scholes Option Pricing Model and the following variables:significant assumptions during the years ended December 31, 2017 and 2016: 

 

 Grant Date December 31, 2014  December 31,
2017
 December 31,
2016
 
Risk-free interest rate at grant date  1.21%  1.38%  0.45%  0.18%
Expected stock price volatility  194.9%  143.1%  228%  269%
Expected dividend payout  -   -   -   - 
Expected option in life-years  4   51   1   .05 

 

Warrants granted during April 2012The change in connection with the sale of 100,000 sharesfair value of the Company’s preferred stock to a significant shareholder and brother of the Chief Executive Officer with the right to purchase up to 200,000 shares of the Company’s common stock with an exercise price of $0.50. Fair value was determined using the following variables:

  Grant Date  December 31, 2014  
Risk-free interest rate at grant date  0.64%  0.00% 
Expected stock price volatility  174.3%  143.1% 
Expected dividend payout  -   -   
Expected option in life-years  4   1.28  

Warrants granted during April 2012 in connection with the sale of 1,000,000 shares of the Company’s common stock with an exercise price of $0.50.

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  Grant Date  December 31, 2014 
Risk-free interest rate at grant date  0.63%  0.00%
Expected stock price volatility  174.8%  143.1%
Expected dividend payout  -   - 
Expected option in life-years  4   1.3 

Transactions involving warrants with ratchet provisions are as follows:

  Number of Warrants  Weighted-Average Price Per Share 
Outstanding at December 31, 2011  3,008,511  $0.50 
Granted        
Exercised        
Canceled or expired        
Additional due to ratchet trigger        
Outstanding at December 31, 2013  3,008,511   0.50 
Granted        
Exercised        
Canceled or expired        
Addition due to ratchet trigger        
Outstanding at December 31, 2014  3,008,511  $0.50 

As of December 31, 2014 and December 31, 2013, the warrantconversion option derivative liability consisted of the following:following during the years ended December 31, 2017 and 2016:

 

  December 31, 2014  December 31,
2013
 
Warrant liability (beginning balance) $5,618,819  $5,618,819 
Additional liability due to new grants        
Loss(gain) on changes in fair market value of warrant liability  (5,618,768)  (4,556,678)
       Net warrant liability $51  $1,062,141 
  December 31,
2017
  December 31,
2016
 
Conversion option liability (beginning balance) $12,567  $17,796 
Additional liability due to new convertible note  -     
Loss (gain) on changes in fair market value of conversion option liability  6,839   (5,229)
Net conversion option liability $19,406  $12,567 

 

Change in fair market value of warrantconversion option liability resulted in a gain totaling $1,062,090 and $2,366,218loss of $6,839 for the yearsyear ended December 31, 20142017 and 2013, respectively.a gain of $5,229 for the year ended December 31, 2016.

 

7.5. INTELLECTUAL PROPERTY

In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845. Amortization expense for the year ended December 31, 2017 totaled $5,614 compared to $0 for the year ended December 31, 2016. As of December 31, 2017, the domain names were written off in the amount of $12,231.

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In September 2017, the Company entered into and closed an asset purchase agreement (the “Asset Purchase Agreement”) with The Vantage Group Ltd., a significant shareholder (“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. The Company has recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years.

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. The properties will be depreciated over their estimated useful lives being 3 years.

6. EQUITY

 

CommonOn 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. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50 shares of common stock). The Series C Preferred Stock will vote on an as-converted basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more.

On September 29, 2017, the Company issued 7,000 shares of Series C Preferred Stock in connection with the Asset Purchase Agreement for the Dino Might asset. The value of the shares issued amount to $820,451. The valuation of the shares of Series C Preferred Stock was determined by an independent financial analyst.

 

On October 8, 2012,25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which (i) the Company effected a 5,000-to-1one-for-200 reverse split of its common stock was effected and (ii) the number of authorized sharesCompany changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split.

7. INCOME TAXES

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s common stock decreased from 75,000,000,000assets and liabilities. Deferred income taxes are measured based on the tax rates expected to 100,000,000. The market effective datebe in effect when the temporary differences are included in the Company’s tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of the reverse split was October 9, 2012.  The effect of the stock split has been applied retroactively.assets and liabilities and their respective tax bases. On December 19, 201322, 2017, H.R. 1, formally known as the Tax Cut and Jobs Act (the “Act”) was enacted into law. The Act provides for significant tax law changes and modifications with varying effective dates. The major change that affects the Company increased its authorized shares of common stockis reducing the corporate income tax rate from 100,000,00035% to 500,000,000.

201321%.

 

On January 17, 2013 the Company entered into a Securities Purchase Agreement pursuant to which the Company sold 400,000 shares of common stock for an aggregate purchase price of $200,000

On April 15, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 2,000,000 shares of common stock for an aggregate purchase price of $400,000. 

On May 1, 2013 the Company issued an aggregate of 11,872,281shares of common stock to purchasers under the securities purchase agreements entered into by the Company in July 2011 and April 2012 pursuant to anti-dilution rights held by such purchasers.

On August 27, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 42,743 shares of common stock for an aggregate purchase price of $29,920. 

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On September 23, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 21,429 shares of common stock for an aggregate purchase price of $15,000. 

On December 17, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 2,000,000shares of common stock for an aggregate purchase price of $40,000. The shares are currently unissued

On December 20, 2013, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 15,000,000 shares of common stock for an aggregate purchase price of $300,000.

2014

On April 17, 2014, the Company issued an aggregate of 150,129,655 shares of common stock to certain shareholders of the Company, in accordance with anti-dilution rights held by such shareholders, including 125,584,200 shares to Lyle Hauser and 24,545,455 shares to purchasers under Securities Purchase Agreements entered into by the Company in July 2011. Lyle Hauser is the Company's largest shareholder.

 F-14 

On July 3, 2014,

The Company is subject to US taxes. Historically, the Company entered into a Securities Purchase Agreement with accredited investors pursuanthas had no net taxable income, and therefore has paid no income tax. All years since inception are open to which the Company sold 15,000,000 shares of common stock for an aggregate purchase price of $200,000. IRS inspection.

On July 6, 2014, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold 20,000,000 shares of common stock for an aggregate purchase price of $150,000. 

Preferred Stock

On April 10, 2012, the Company filed a certificate of designation of Series B Preferred Stock (the “Series B Certificate of Designation”) with the Secretary of State of Nevada, pursuant to which 100,000 shares of the Company’s preferred stock were designated as Series B Convertible Preferred Stock (the “Series B Preferred Stock”).  Pursuant to the Series B Certificate of Designation, the Series B Preferred Stock:

Has a liquidation preference over the common stock equal to the stated value of $1.00 per share.
Votes as a single class with the common stock and entitles its holders, for each share of Series B Preferred Stock, to cast such number of votes equal to 0.00051% of the total number of votes entitled to be cast. Accordingly, a holder of all 100,000 shares of Series B Preferred Stock will have the right to cast 51% of the total number of votes entitled to be cast.
Will automatically convert into common stock at a ratio of 2 shares of common stock for each share of Series B Preferred Stock, effective upon the Company’s filing of a certificate of amendment to its articles of incorporation.

On April 12, 2012, the Company entered into a securities purchase agreement with Lyle Hauser (the “Preferred Stock Investor”). Lyle Hauser is the Company’s largest shareholder and the brother of Kevin Hauser, the Company’s then-chief executive officer. Pursuant to the purchase agreement, on April 12, 2012, the Company sold 100,000 shares of Series B Preferred Stock to the Preferred Stock Investor for an aggregate purchase price of $100,000, and the Company issued four-year warrants to purchase 200,000 shares of common stock to the Preferred Stock Investor with an exercise price of $0.50. On April 23, 2012, 100,000 Series B Preferred shares were converted to 200,000 shares of common stock

Stock Options

2006 Incentive Stock Plan

In January 2006, the Board of Directors of the Company approved an Incentive Stock Plan, pursuant to which they have initially reserved 10,000,000 shares of common Stock for issuance. Under the 2006 Incentive Stock, the Board has granted an aggregate of 5,640,000 options to employees pursuant to certain employment agreements. All previously granted options have expired unexercised.

2008 Amended and Restated Incentive Stock Plan

In November 2008, our Board of Directors adopted the 2008 Equity Incentive Plan and subsequently amended it in January 2009, June 2009 and July 2009 (the “2008 Plan”). The purpose of the 2008 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2008 Plan, the Company is authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2008 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the board of directors.

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2010 Incentive Stock PlanAs of December 31, 2017 and 2016, respectively, the Company had a net operating loss (NOL) carryforward of approximately $17,977,860 and $17,535,257. The NOL carryforward begins to expire in various years beginning 2017. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having future taxable income, a full valuation allowance has been established at December 31, 2017 and 2016 to reduce the tax benefit asset value to zero.

 

In December 2009, our Board of Directors adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The purpose of the 2010 Plan was to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons into our development and financial success. Under the 2010 Plan, we are authorized to issue incentive stock options intended to qualify under Section 422 of the Code, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long term incentive awards. The 2010 Plan will be administered by our Board of Directors until such time as such authority has been delegated to a committee of the Board of Directors.

  2017  2016 
Deferred tax assets:      
Federal deferred tax assets  3,775,351   6,137,340 
Valuation allowance  (3,775,351)  (6,137,340)
Total deferred tax assets $-  $- 

 

Other Warrants

During the first quarter of 2008 the Company awarded 35 Common Stock warrants, at an exercise price of $2,800 per share, to former Board members at the quoted stock price on the effective date of the awards. The warrants have an expiration date of five years from the issue date and contain provisionsvaluation allowance for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions:

Risk-free interest rate at grant date4.75%
Expected stock price volatility155%
Expected dividend payout--
Expected option in life-years5

On June 22, 2011, the Company awarded 2,000 Common Stock warrants, at an exercise price of $50 per share, to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of four years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services and financing expenses was determined using the Black-Scholes pricing model and the following assumptions listed below:

On July 28, 2011, the Company awarded 27,000 Common Stock Warrants, at an exercise price of $25 per share to consultants for services at the quoted stock price on the effective date of the awards. The warrants have an expiration date of three years from the issue date and contain provisions for a cash exercise. The estimated value of the compensatory warrants granted to non-employees in exchange for services was determined using the Black-Scholes pricing model and the assumptions listed below. These warrants have expireddeferred tax assets as of December 31, 2014.

Risk-free interest rate at grant date0.39%
Expected stock price volatility172.1%
Expected dividend payout--
Expected option in life-years4

Transactions involving warrants are summarized2017 and 2016 was $3,775,351 and $6,137,340, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as follows:

  Number of Warrants  Weighted-Average Price Per Share 
Outstanding at December 31, 2012  29,000   30.07 
Granted  -   - 
Exercised  -   - 
Canceled or expired  -   - 
Outstanding at December 31, 2013  29,000  $26.72 
Granted  -   - 
Exercised  -   - 
Canceled or expired  -27,000   25.00 
Outstanding at December 31, 2014  2,000  $50.00 

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Warrants Outstanding 
    Weighted 
    Average 
    Remaining 
Exercise Number  Contractual 
Prices  Outstanding   Life (years) 
$50  2,000   .75 
50  2,000   .75 

of December 31, 2017 and 2016 and recorded a full valuation allowance.

 

8. SUBSEQUENT EVENTS

 

On February 10, 2015January 9, 2018, shareholders of the Company, increasedowning an aggregate of 7,000 shares of Series C Preferred Stock and 35,164 shares of Common Stock, representing in the aggregate 77% of the total voting power of the Company’s shareholders, approved by written consent an amendment to the Company’s Articles of Incorporation, to change the name of the Company to Hash Labs Inc. Effective March 2, 2018, the Company filed a Certificate of Amendment to its authorizedArticles of Incorporation with the Secretary of State of Nevada, to change the name of the Company from Tech Town Holdings Inc. to Hash Labs Inc. The market effective date of the name change was March 6, 2018.

On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock from 500,000,000of the Company at a conversion price of $0.027. Vantage is the Company’s largest stockholder and is owned by Lyle Hauser.

On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to 700,000,000.the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bears interest at the rate of 7% per year and is convertible into shares of Common Stock of the Company at a conversion price of $0.0005.

On April 3, 2018, the Company issued an aggregate of 9,300,000 shares of common stock to Vantage upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock.

On April 6, 2018, the Company issued an aggregate of 9,000,000 shares of common stock upon the conversion of a convertible note in the principal amount (including accrued interest) of $243,000 which was sold to a third party by Vantage.

 

During the first quarter of 2015,2018, the Company, issued an aggregate of 279,099,100 shares of common stock to purchasers under the securities purchase agreements entered into byfive Promissory Notes with Vantage Group in the amount of $41,000 at an interest rate of 7% and a term of one year.

On March 21, 2019, the Company, entered into a 7% Promissory Note (Vantage Note 2) with a term of one year in January and February 2015 for aggregate pricethe amount of $620,000, and the Company issued 18,018,018 shares of common stock to Lyle Hauser in exchange for $40,000 of debt owed by the Company to Mr. Hauser.$15,000.

 

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ItemITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ItemITEM 9A. Controls and Procedures.CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Control Procedures

 

DisclosureManagement of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures are controls(as such term is defined in Rule 13a-15(e) and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submitRule 15d-15(e) under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed1934 Act) pursuant to ensure that information required to be disclosed by us in the reports that we fileRule 13a-15 under the Exchange1934 Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (Principal Executive and Financial Officer), of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer (Principal Executive and Financial Officer) concluded that thereport.  The Company’s disclosure controls and procedures are not effectivedesigned to ensure that information required to be disclosed by the Company in the reports that we fileit files or submitsubmits under the Exchange1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sCommission’s rules and forms and also are not effective in ensuring that such information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (Principal Executiveour principal executive and Financial Officer),principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, management concluded that the design and operation of our disclosure controls and procedures are not effective due to the following material weaknesses:

● Since inception our chief executive officer also functions as our chief financial officer.  As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports.
We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function.  While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.
Documentation of all proper accounting procedures is not yet complete.

To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, the following:

Increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures.

10

 

Management's Report on Internal Control over Financial Reporting

 

ManagementOur management is responsible for establishing and maintaining adequate internal control over financial reporting of(as defined in Rule 13a-15(f) under the Company. Because of its inherent limitations,Exchange Act). Our internal control over financial reporting may not prevent or detect misstatements. Also, projectionsis a process designed to provide reasonable assurance regarding the reliability of any evaluationfinancial reporting and the preparation of effectiveness to future periods are subject tofinancial statements for external purposes of accounting principles generally accepted in the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with theUnited States.

Our internal control over financial reporting includes those policies and procedures may deteriorate.that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements

 

Management, with the participationOur management conducted an evaluation of our principal executive and financial officer, have evaluated the effectiveness of our internal control over financial reporting as of December 31, 20142017 based on the criteria established in Internal Control—IntegratedControl-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, becauseCommission (2013).

A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s limited resources and limited number of employees, management concluded that as of December 31, 2014,annual or interim financial statements will not be prevented or detected on a timely basis.

In conducting his evaluation, our officer noted the following material weaknesses in our internal controls over financial reporting is not effectivereporting:

● While certain accounting procedures have been adopted, compliance with such procedures has been inconsistent.
● The Board of Directors has not established an Audit Committee.  Accordingly, the entire Board, rather than an independent body, has reviewed our financial statements.
● Segregation procedures could be improved by strengthening cross approval of various functions, including cash disbursements and internal audit procedures where appropriate.

As a result of these deficiencies in providing reasonable assurance regarding the reliability ofour internal controls, our officer concluded that our internal control over financial reporting and preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.was not effective. 

 

This annual reportAnnual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s reportThe Company’s internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

  

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Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive and Financial Officer), does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in internal controlsInternal Control over Financial Reporting

 

There have beenwere no changes in our internal control over financial reporting, identifiedas defined in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15Rules 13a-15(t) and 15d-15(f) under the Exchange Act, that occurred during the fourth quarter of the fiscal year ended December 31, 20142017 that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

 

ItemITEM 9B. Other Information.OTHER INFORMATION

 

None.

11

PART III

 

PART III

ItemITEM 10. Directors, Officers and Corporate Governance.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following tablestable and biographical summaries set forth certain information, with respect to our directorsincluding principal occupation and officers. The following persons serve asbusiness experience about our directors and executive officers:

 

Name Age Position
Niquana Noel 3336 Chairwoman, President, and Chief Executive Officer & Chairwoman
     
Michael S. Delin 50Director
Frank Jakovac6453 Director

 

Our executive officers are appointed byNiquana Noel – President, CEO and serve at the discretion of our Board of Directors. There are no family relationships between any director and/or any executive officer.Chairwoman

 

Background of Executive Officers and Directors

NiquanaMs. Noel has served as our Company’s Chairwoman, President and Chief Executive Officer of the CompanyCEO since January 2014. Ms. NoelShe originally joined the Company as operations manager in 2008 and servedwas appointed as Chief OperationsOperating Officer and director of the Company sincein August 2013. Previously, Ms. Noel served aswas the Executive Assistant to a Florida-based serial entrepreneur who had successful business interests ranging from the ownership and operation of cemeteries in Maryland, Virginia and Florida; to the ownership and operation of exotic, high performance car dealerships and auto accessory businesses. Ms. NoelShe studied Business Management at Florida International University. Ms. Noel’s experience as an executive of the Companyoperational qualifies her to serve on the Company’sour board of directors.

 

Michael S. Delin – Directorhas served on our board of directors since December 2008.  

After providing specialtyfinance and accounting consulting services to the management team, heMichael joined MedeFile’sour Company’s Board of Directors in December 2008.   Mr. Delin isAs the sole proprietor and operator of an accounting and tax preparation service.  He also currently serves as the Chief Financial Officerservice that he founded in 1998, Mr. Delin continues to provide outsourced CFO services for several public and private companies operating in a range of aindustries, including construction, company that is based in Southwest Florida.  Hetechnology and healthcare, among others. Michael is a graduate of the University of South Florida where he earned a Bachelor of ArtsBachelor’s degree in Accounting. Mr. Delin’s financialaccounting and accounting knowledge and experience qualify him to serve on the Company’s board of directors.

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Frank Jakovac has served as a director of the Company since August 2013. Mr. Jakovac is Co- Founder of Gateway Global Delivery Inc., a third-party logistics company, and has been its Chairman since 2006. Mr. Jakovac has a B. Sc. Degree from Edinboro University and also serves on its Board of Trustees. Mr. Jakovac’s business executive and managementfinancial experience qualifies him to serve on the Company’s board of directors.

 

COMMITTEESCorporate Governance

Board of Directors' Term of Office

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

12

Committees of our Board of Directors

 

We currently dohave not maintainestablished any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions. The functions of thethose committees are currently undertaken by Board of Directors. Given our size and the developmentDirectors as a whole. Because we have only two directors, neither of our business to date,which is independent, we believe that the board through its meetings can perform allcreation of these committees, at this time, would be cumbersome and constitute more form over substance, particularly under circumstances where a substantial majority of our outstanding shares are controlled by one individual (who has approved the dutiesappointment of our directors) and responsibilities which might be contemplated byat a committee.  Our board of directors is expectedtime when our resources do not permit us to appointobtain officers’ and directors’ liability insurance. We do not have an audit committee nominating committee and compensation committee, and to adopt charters relative to each such committee, in the near future. We intend to appoint such persons to the committees of the board of directors as are expected to be required to meet the corporate governance requirements imposed by a national securities exchange, although we are not required to comply with such requirements until we elect to seek listing on a national securities exchange, and we are under no obligation to do so.

Except as may be provided in our bylaws,financial expert because we do not currently have specified procedures in place pursuantthe resources to which whereby security holders may recommend nominees to the Board of Directors.retain one.

 

Board Leadership Structure and Role in Risk Oversight

 

Although we have not adopted a formal policy on whether the Chairwoman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles.  Ms. Niquana Noel has served as our Chairwoman and Chief Executive Officer since January 2014. We believe it is in the best interest of the Company to have the Chairwoman and Chief Executive Officer roles combined due to our small size and limited resources.

 

Our Board of Directors is primarily responsible for overseeing our risk management processes.  The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The Board of Directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensureensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the Board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our Board leadership structure supports this approach.

 

CODE OF ETHICSStockholder Nominees for Directors

 

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a Codepolicy regarding the handling of Ethicsany potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered nor has it adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size, early stage of development and Business Conductlack of officers’ and directors’ insurance coverage, we do not anticipate that appliesany of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how such candidate might bring a different viewpoint or experience to our Board.

13

Family Relationships

There are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the Directors or Officers of our Company or any other person pursuant to which any Officer or Director was or is to be selected as an officer or director.

Involvement in Certain Legal Proceedings

During the last ten years, none of our officers, directors, and employees. The Codepromoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Ethics is available on our website found at  www.medefile.com.Regulation S-K.

 

SECTIONDirector Independence

Currently, none of our directors qualify as independent directors under listing standards of The NASDAQ Capital Market.

Compliance with Section 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEof the Exchange Act

 

Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, we are not subject to Section 16(a) of the Exchange Act.

Code of Ethics

The Company has adopted a Code of Ethics for adherence by its Chief Executive Officer to ensure honest and ethical conduct; full, fair and proper disclosure of financial information in the Company's periodic reports filed pursuant to the Securities Exchange Act of 1934; and compliance with applicable laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this Annual Report on Form 10-K or by viewing it on our website found at www.tech-town.com 

 ItemITEM 11. Executive Compensation.EXECUTIVE COMPENSATION

 

The following table sets forth compensation information concerning the compensation for services rendered by certain of our executive officers in all capacities rendered to us forduring the last two completed fiscal yearsyears. The following information includes the dollar value of base salaries and certain other compensation, if any, whether paid or deferred. The executive officers of the company did not receive any stock award, option award, non-equity incentive plan compensation, or nonqualified deferred compensation earnings during the last two completed years.

14

Summary Compensation Table

          Stock     Total 
  Fiscal Salary  Bonus  Awards  Other  Compensation 
Name and Position(s) Year ($)  ($)  ($)  ($)  ($) 
Niquana Noel (1) 2017  96,000                                            96,000 
President, CEO & Chairwoman 2016  96,000   -   -   -   96,000 

(1) For the year ended December 31, 2014 and 2013, of our Chief Executive Officer.2017, all compensation for Niquana Noel has been accrued. There werehas been no other executive officers whose total annual compensation exceeded $100,000payroll paid to Niquana Noel during the years ended December 31, 2014 and 2013.2017.

 

SUMMARY COMPENSATION TABLE

 

Name and

Principal

Position

 

 

 

Year

  

 

 

Salary

($)

 

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

  

Non-Equity

Incentive Plan

Compensation

($)

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)

 

 

 

Total

($)

 
Kevin Hauser (1)  2013   125,000               125,000 
President and CEO  2013   7,292               7,292  
Niquana Noel President and CEO (2)  2014

 

 

 

  93,846               93,846 

(1) Mr. Hauser resigned on January 27, 2014.

(2) Ms. Noel was appointed President and CEO on January 28, 2014.

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Outstanding Equity Awards at Fiscal Year-End asCompensation of December 31, 2014

None.

Director Compensation for Year Ending December 31, 2014

Directors

 

The following table sets forth directorthe compensation for the year ended December 31, 2013 (excluding compensationpaid to members of our executive officers set forthBoard of Directors in the summary compensation table above).fiscal 2017:

 

Name 

Fees Earned


or Paid in


Cash


($)(1)

  

Stock


Awards


($)

  

Option


Awards


($)

  

Non-Equity


Incentive Plan


Compensation


($)

  

Nonqualified


Deferred


Compensation


Earnings


($)

  

All Other


Compensation


($)

  

Total


($)

 
Niquana Noel  --    -   --       -   --        -   --         -   --          -   --         -   --
Kevin Hauser (1)--------------           - 
Frank Jacovac  ---   ---   ---   ---   ----   ---   --- 
Michael Delin(2)Delin (1)  ---   ---   ---   ---   ---   ---   --- 

 

(1) Kevin Hauser resigned as of January 27, 2014.

(2) Does not include $25,200$9,500 for accounting services performed for the fiscal year 20142017 through a company solely owned by Michael Delin.

 

EMPLOYMENT AGREEMENTSEmployment Agreements

 

On December 10, 2008, MedeFile entered into anWe are not party to any employment agreement with Kevin Hauser pursuant to which Mr. Hauser agreed to continue to serve as the Company’s Vice President of Sales and New Business Development for a term of three years. The term of his agreement automatically extended for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the agreement.  Pursuant to his agreement, Mr. Hauser was entitled to receive an annual salary of $216,000.  He was also entitled to a discretionary bonus from time to time during the term of the agreement in an amount determined by the sole discretion of the Company’s Board of Directors. For the year ended December 31, 2010, the amount of $216,000 due under the employment agreement was accrued but unpaid.agreements.

 

On May 10, 2011, the Company and Mr. Hauser executed an amendment, effective as of March 26, 2011, to the employment agreement dated December 10, 2008, by and between Mr. Hauser and the Company (the “Employment Agreement”). The amendment memorialized the agreement of Mr. Hauser to reduce the base salary payable to him pursuant to the Employment Agreement to $100,000 for the year ending December 31, 2010, and to $125,000 commencing January 1, 2011. The Company recorded a cancellation of payroll expense due to Mr. Hauser during the first quarter of 2011 through additional paid in capital in the amount of $116,000. The amendment further provides for a performance bonus which may be awarded to Mr. Hauser,Outstanding Equity Awards at the discretion of the Board, at such time as the Company becomes cash flow positive (defined as a quarterly net income in excess of $75,000) and has a positive Quick Ratio (Cash less current liabilities in excess of $100,000). The performance bonus was payable in either cash or through the issuance of shares of the Company’s common stock at the discretion of the Board. Mr. Hauser resigned in January 2014.

Risk Management2017 Fiscal Year-End

 

The Company doeshad no outstanding equity awards as of December 31, 2017.

Potential Payments upon Termination or Change in Control

We do not believe risks arising from its compensation policies and practiceshave any contract, agreement, plan or arrangement that provides for its employees are reasonably likelyany payment to haveany of our Named Executive Officers at, following, or in connection with a material adverse effect ontermination of the Company.employment of such Named Executive Officer, a change in control of the Company or a change in such Named Executive Officer's responsibilities.

 

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LONG TERM INCENTIVES

STOCK OPTIONS AND RESTRICTED STOCK. Executive officers, together with our other employees, are eligible to receive grants of awards under our 2006 Stock Option Plan. These awards may be in the form of stock options and/or restricted stock grants. The number of shares underlying options or shares, together with all other terms of the options and shares, are established by the Board of Directors.

STOCK INCENTIVE PLANS

2006 Incentive Stock Plan

The 2006 Incentive Stock Plan has initially reserved 2,000 shares of common Stock for issuance. Under the 2006 Incentive Stock Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2006 Incentive Stock Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration. The 2006 Incentive Stock Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2006 Incentive Stock Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2006 Incentive Stock Plan, subject to certain limitations.

Eligibility. Under the 2006 Stock Incentive Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2006 Incentive Stock Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2006 Incentive Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2006 Incentive Stock Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2006 Incentive Stock Plan;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2006 Incentive Stock Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2006 Incentive Stock Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2006 Incentive Stock Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification And Amendment. The 2006 Incentive Stock Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2006 Incentive Stock Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

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2008 Amended and Restated Incentive Stock Plan

The 2008 Plan, as amended, reserved 150,000 shares of common Stock for issuance. Under the 2008 Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2008 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration. The 2008 Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2008 Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2008 Plan, subject to certain limitations.

Eligibility.  Under the 2008 Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2008 Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2008 Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2008 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2008 Plan; 

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2008 Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2008 Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2008 Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification and Amendment. The 2008 Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2008 Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

2010 Incentive Stock Plan

The 2010 Plan has initially reserved 66,000 shares of common Stock for issuance. Under the 2010 Plan, options may be granted which are intended to qualify as Incentive Stock Options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986 (the “Code”) or which are not (“Non-ISOs”) intended to qualify as Incentive Stock Options thereunder. In addition, direct grants of stock or restricted stock may be awarded.

Purpose. The primary purpose of the 2010 Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

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Administration. The 2010 Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2010 Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2010 Plan, subject to certain limitations.

Eligibility. Under the 2010 Plan, options may be granted to key employees, officers, directors or consultants of the Company.

Terms of Options. The term of each option granted under the 2010 Plan shall be contained in a stock option agreement between the optionee and the Company and such terms shall be determined by the Board of Directors consistent with the provisions of the 2008 Stock Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2010 Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less than 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2010 Plan;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2010 Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2010 Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2010 Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification and Amendment. The 2010 Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2010 Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada

 

ItemITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information relatingas of April 17, 2018 based on information obtained from the persons named below or known to us, with respect to the beneficial ownership of our common stock by (i) each person (including groups) known byto us to be the beneficial owner of more than five percent of the outstanding shares(5%) of our common stock, or (ii) each Director and Officer, and (iii) all directors and officers of our directors, (iii) each of our named executive officers, and (iv) all of our executive officers and directorsthe Company, as a group. UnlessExcept as otherwise indicated, the information relates to these persons, beneficial ownership as of March 31, 2015.  Except as may be indicated in the footnotes to the table and subject to applicable community property laws, each person has theall stockholders have sole voting and investment power with respect to the shares owned.listed as beneficially owned by them, subject to the rights of spouses under applicable community property laws.

  

Name of Beneficial Owner

 

Common Stock

Beneficially Owned(1)

  Percentage of Common Stock (1) 
       
Lyle Hauser(2)  157,816,020   30.2%
Frank Jakovac  -    -
Michael S. Delin  -                - 
Niquana Noel   -   -
All officers and directors as a group (3 persons)  0             0%

 

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Name of Beneficial Owner Common Stock
Beneficially Owned
  Percentage of Common Stock (1) 
       
Lyle Hauser(2)  9,335,157   50.6%
The Vantage Group Ltd.  2,000,000   10.8%
David Dorr  4,500,000   24.3%
Brian Dorr  4,500,000   24.3%
Michael S. Delin  -   - 
Niquana Noel  11,250   * 
All officers and directors as a group (2 persons)  11,250   * 

* Less than 1%.

 

(1) Applicable percentage ownership is based on 522,953,67218,451,227 shares of common stock outstanding as of March 31, 2015,April 17, 2018, together with securities exercisable or convertible into shares of common stock within 60 days of March 31, 2015April 17, 2018 for each stockholder. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2015April 17, 2018 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 

(2) Lyle Hauser owns 157,797,355Includes 2,000,000 shares in his individual capacity and 18,665 shares through Vantage Holding Ltd. Lyle Hauser is the owner ofowned by The Vantage Group Ltd. and Vantage Holding Ltd., which is owned by Mr. Hauser.

ItemITEM 13. Certain Relationships and Related Transactions, and Director Independence.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

InWe have been funded in the first quarterpast two fiscal years and subsequently primarily through advances made by our primary stockholder, Lyle Hauser (directly and through The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser). As of 2015,December 31, 2017, we had an aggregate in notes payable owed to Mr. Hauser and Vantage of $587,194 and a convertible debenture owed to Mr. Hauser and Vantage of $19,055.

On April 3, 2018, the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.027.

On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bears interest at the rate of 7% per year and is convertible into shares of common stock of the Company at a conversion price of $0.0005.

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On April 3, 2018, the Company issued 18,018,018an aggregate of 9,300,000 shares of common stock to LyleVantage and Mr. Hauser upon the conversion of (i) $241,650 of Vantage’s convertible note and (ii) 7,000 shares of Series C Preferred Stock. In connection with the conversion, Vantage waived any dividends owed to Vantage as the holder of the Series C Preferred Stock.

On September 29, 2017, the Company entered into and closed an asset purchase agreement (the “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 (the “Dino Might Asset”). As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock and granted to Vantage a revenue sharing interest in exchangethe Dino Might Asset pursuant to which the Company agreed to pay to Vantage, for $40,000the Company’s 2017 fiscal year and the following nine years, 30% of debt owedthe revenue generated by the Dino Might Asset.

Michael Delin, a director of the Company, provides accounting services to the Company through an entity he owns. During the years ended December 31, 2017 and December 31, 2016, we paid Mr. Hauser. Mr. Hauser is the Company’s largest stockholder.Delin $9,500 and $22,500 for such services.

 

Director Independence

 

NoneCurrently, none of our directors isqualify as independent as term is defineddirectors under listing standards of The NASDAQ Capital Market and Rule 10A-3 and Rule 10C-1 of the Nasdaq Marketplace Rules.Exchange Act.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Item 14. Principal Accounting

Audit Fees and Services.

The following table shows the fees that were billed to the Company by L.L Bradford & Company, LLC (“L.L Bradford”) and RBSM LLP (“RBSM”)its independent auditor for professional services rendered in 20142017 and 2013. RBSM were engaged as our independent registered public accounting firm on February 23, 2015.2016

 

  2014  2013 
Audit Fees $36,000  $39,000 
Audit Related Fees  -   - 
Tax Fees  -   - 
All Other Fees  -   - 
Total Fees $36,000  $39,000 
Fiscal Year Audit Fees  Audit-Related Fees  Tax Fees  All Other Fees 
2017  20,000  $         -         -  $            - 
2016 $20,000  $-  $-  $- 

 

Audit fees. Audit fees represent fees for professional services performed by L.L. Bradford and RBSMMaloneBailey, LLP for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

 

Audit-related fees. Audit-related fees represent fees for assurance and related services performed by L.L. Bradford and RBSMMaloneBailey that are reasonably related to the performance of the audit or review of our financial statements.

 

Tax Fees. L.L. Bradford and RBSMMaloneBailey, LLP did not perform any tax compliance services for us during the years ended December 31, 20142017 or 2013.2016.

 

All other fees. L.L. Bradford and RBSMMaloneBailey, LLP did not receive any other fees from us for the years ended December 31, 20142017 or 2013.2016.

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PART IV

 

ItemITEM 15. Exhibits.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibit No.Description
2.1Agreement and Plan of Merger made as of November 1, 2005 among Bio-Solutions International, Inc., OmniMed Acquisition Corp., OmniMed International, Inc., and the shareholders of OmniMed International, Inc. (as incorporated(incorporated by reference to the Company's Current Report on Form 8-K filed on November 3, 2005).
  
3.1Articles of Incorporation (as incorporated(incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).
  
3.2Bylaws of the Issuer (as incorporated(incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).
  
3.3Certificate of Amendment to Articles of Incorporation filed on August 31, 2004 (as incorporated(incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).
  
3.4Articles of Merger changing the Registrant's name to OmniMed International, Inc. (as incorporated(incorporated by reference to the Company's Current Report on Form 8-K filed on November 22, 2005).
  
3.5Articles of Merger changing the Registrant's name to MedeFile International, Inc. (as incorporated(incorporated by reference to the Company's Current Report on Form 8-K filed on January 18, 2006).
  
3.6Certificate of Designation of Series A Preferred (as incorporated(incorporated by reference to the Company's Current Report on Form 8-K filed on January 16, 2009).
  
3.7Certificate of Amendment to Articles of Incorporation, filed January 21, 2009 (incorporation be(incorporated by referenced to the Company’s Form 8-K filed on January 23, 2009)
  
3.8Certificate of Amendment to Articles of Incorporation filed April 13, 2010 (incorporated by reference to10-K/A filed July 15, 2011)
  
3.9Certificate of Amendment to Articles of Incorporation filed July 20, 2010 (incorporated by reference to10-K/A filed July 15, 2011)

3.10Certificate of Designation of Series B Convertible Preferred Stock filed April 10, 2012 (incorporated by reference to10-K/Ato 8-K filed April 16, 2012)
  
3.11Certificate of Amendment to Articles of Incorporation filed October 2, 2012 (incorporated by reference to8-Kto 8-K filed October 9, 2012)

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3.12Certificate of Amendment to Articles of Incorporation filed December 19, 2015 (incorporated by reference to 8-K filed December 26, 2013)

3.12Certificate of Amendment to Articles of Incorporation filed February 13, 2013 (incorporated by reference to 8-K filed February 17, 2015)

10.12006 Stock Incentive Plan (as incorporated by reference to the Company's Annual Report on Form 10-KSB filed on April 17, 2006).
  
10.23.13FormCertificate of Securities Purchase AgreementAmendment to Articles of Incorporation filed February 13, 2013 (incorporated by reference to 8-K filed July 20, 2011)13, 2015)
  
10.33.14FormCertificate of WarrantDesignation of Series C Preferred Stock (incorporated by reference to 8-K filed July 20, 2011)

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10.43.15Lock-Up Agreement between the Company Kevin HauserCertificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed July 20, 2011)October 27, 2017)
  
10.53.16Lock-UpCertificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed March 5, 2018)
10.1Asset Purchase Agreement, dated September 29, 2017 (incorporated by reference to 8-K filed on October 4, 2017)
10.2Exchange Agreement between the Company and Lyle Hauser (incorporated by reference to 8-K filed July 20, 2011)on April 3, 2018)
  
10.6Form of Securities Purchase Agreement (incorporated by reference to 8-K filed April 16, 2012)
 
10.716.2Form of Stock Purchase Warrant (incorporated by reference to 8-K filed April 16, 2012)
 
10.8Form of Securities Purchase Agreement (incorporated by reference to 8-K filed April 27, 2012)
10.9Form of Securities Purchase Agreement (incorporated by reference to 8-K filed August 24, 2012)
10.10Form of Securities Purchase Agreement (incorporated by reference to 8-K filed February 6, 2013)
10.11Securities Purchase Agreement, dated April 14, 2013 (incorporated by reference to 8-K filed on April 18, 2013)

10.12

Stock Purchase Warrant, dated April 14, 2013 (incorporated by reference to 8-K filed on April 18, 2013)

10.13Securities Purchase Agreement, dated December 23, 2013 (incorporated by reference to 8-K filed December 26, 2013)
10.14Note, dated December 26, 2013 (incorporated by reference to 8-K filed on December 26, 2013)

10.15

Amendment No. 1 to Lock-Up Agreement, dated December 23, 2013 (incorporated by reference to 8-K filed on December 26, 2013)

10.16Securities Purchase Agreement, dated July 1, 2014 (incorporated by reference to 8-K filed July 17, 2014)
10.17Form of Securities Purchase AgreementLetter from RBSM LLP (incorporated by reference to 8-K filed March 19, 2015)21, 2016)
  
16.1Letter from L.L Bradford & Company, LLC (incorporated by reference to 8-K filed March 2, 2015)

31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32.1Certification of Chief FinancialExecutive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-101.INSXBRL INSTANCE DOCUMENT
  
EX-101.SCHXBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
  
EX-101.CALXBRL TAXONOMY EXTENSION CALCULATION LINKBASE
  
EX-101.DEFXBRL TAXONOMY EXTENSION DEFINITION LINKBASE
  
EX-101.LABXBRL TAXONOMY EXTENSION LABELS LINKBASE
  
EX-101.PREXBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

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SIGNATURES

 

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

 

 MEDEFILE INTERNATIONAL,HASH LABS INC.
   
Date:  April 2, 2015Dated:  May 10, 2018By:/s/ Niquana Noel
  Niquana Noel
  President and Chief Executive Officer (principal executive, financial and accounting officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE TITLE DATE
     
/s/ Niquana Noel President, Chief Executive Officer and Director April 2, 2015May 10, 2018
Niquana Noel 

(Principal Executive, Financialexecutive, financial and Accounting Officer)

accounting officer)
  
     
/s/ Michael S. Delin Director April 2, 2015May 10, 2018
Michael S. Delin    

 

 

DirectorApril 2, 2015
Frank Jakovac

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