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 fiscal year ended December 31, 20152019

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

MedeFile International, Inc.CORO GLOBAL INC.

(Exact name of registrant as specified in its charter)

301 Yamato Road, Suite 1200

Boca Raton, FL 33413

(Address of principal executive offices) (Zip code)

(561) 912-3393

(Registrant’s telephone number, including area code)code: 888-879-8896

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. Yes ☐  YesNo ☒ 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. Yes ☐  YesNo ☒ 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. Yes ☒  YesNo ☐ No

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’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.  ☒

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.

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 ☐  YesNo ☒ No

As of June 30, 2015,2019, 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 $0.10 was approximately $1,850,000. 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.$21.7 million. 

NumberAs of April 9, 2020, there were 24,355,746 shares of common stock, outstanding as of April 20, 2016, was 28,756,010.

par value $0.0001 per share, issued and outstanding.

FORM 10-KCORO GLOBAL INC.

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015TABLE OF CONTENTS

INDEX

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, undue reliance should not be placed 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,” “Coro,” or the “Company” refer to Coro Global Inc. and its subsidiary. Unless otherwise specified, all dollar amounts are expressed in United States dollars

Item 1. Business.

Organizational History Overview

OnCoro Global Inc. is a Nevada corporation that 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"). 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. EffectiveOmniMed. On January 17, 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 agreement 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 in an efficient and cost-effective manner. MedeFile's products and services are designed to provide healthcare providers with 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.

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 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.

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.

MedeFile believes it enjoys a number of direct, competitive advantages over others in the medical records marketplace, including that:

Industry Overview

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.

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.”

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 partyin connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to whom their medical information can be released. ROI policies and procedures are based onphysicians’ offices weekly to reproduce the following laws and policies: the federal Health Insurance Portability and Accountability Act (HIPAA), various state laws, and the policies and professional practice guidelines set forthrecords requested 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 version of the HIPAA Privacy regulations was issued 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.third parties.

In addition, in 2009,October 2017, 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 partname of the American RecoveryCompany was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and Reinvestment Actfostering new or early stage business opportunities being fueled by digital innovation.

Following close scrutiny of 2009 (ARRA), an economic stimulus bill. The HITECH Act continuesemerging business opportunities, coupled with evaluation of market trends, the effort ofCompany determined that a more prudent strategy was to narrow its focus to financial technology, also known as Fintech. Effective March 2, 2018, the Health Insurance PortabilityCompany changed its name to Hash Labs Inc. and Accountability Act (HIPAA)effective January 9, 2020, the Company changed its name 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.Coro Global Inc.

Overview of Products and Services

The Company is developing financial technology products and solutions that use distributed ledger technologies for improved security, speed, and reliability.

We have not yet commenced sales of any current products. We have developed or are developing the following planned products:

1. Coro is a global money transmitter that will allow customers to send, receive, and exchange currencies faster, cheaper and more securely. We believe Coro will be the world’s first global payment application that includes gold, which is the oldest and most trusted currency. We will offer Coro through Coro Corp., a subsidiary of Coro Global Inc., which will operate pursuant to both Federal and State money transmission regulations. Coro Corp has already registered as a money service business with the US Treasury department and is in the process of filing for multiple state money transmission licenses throughout the US. Coro Corp. is already pursuing licensure in all U.S. States. Following licensure and launch in the US, the Company will pursue money transmission licenses in foreign countries such as Mexico and Canada. Coro’s technology facilitates money transmission and exchange with faster speeds, better security, and lower costs than existing options in the marketplace. At launch Coro will provide the ability to send, receive and exchange U.S. dollars and gold. The exchange rate between U.S. dollars and gold is transparent and set by the London Bullion Market Association and the global banks that are market makers in foreign currency exchange. Coro Corp. will operate as a money transmitter under 31 CFR § 1010.100(ff)(5)(i)(A) and will not market or sell investments in gold. The initial development of Coro’s money transmission technology and mobile application functionality is now complete. Coro is now undergoing an intensive phase of integrations and testing. We anticipate commercial launch of Coro in the second quarter of 2020.

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

MedeFile iPHRCoro Money Transmitter Business

MedeFileCoro is a Business-to-Businessmobile application that will allow customers to send and receive U.S. dollars (USD) or gold (XAU). Coro will operate on a Business-to-Consumer subscription service. MedeFile is designed to create a "cradle to grave" longitudinal record for eachprivate permissioned network which insures the highest level of its members by retrievingsecurity 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 stored in MedeFile's MedeVault, a secure repository that can be accessed by MedeFile members 24 hours a day, 7 days a week. Because of the unique security procedures incorporated into the MedeFile system through SecuroMed, the member is the only person to access or give permission to access their records.compliance.

A complete MedeFile iPHR is comprisedIn order to use Coro customers will be required to pass an identity verification and stringent anti-money laundering/know-your customer (or AML/KYC) check, to prevent bad actors from joining and assist in ensuring regulatory compliance. Our FCRM platform will manage onboarding, screening and monitoring of copiesCoro’s customers.

Coro will provide its customers with the benefits of the member's actual medical recordsspeed, security, transparency, and ease of use, as well as a Digital Health Profile (DHP), which is an overviewthe opportunity to transact in dollars or gold on the fastest DLT on the market.

The Company believes Coro will solve the following two important problems:

Coro will maintain two custody accounts to facilitate the flow of funds. One custody account will be maintained by the independent vaulting custodian for storage of users’ physical gold. The Coro users’ gold will be fully insured at all times. The balance of the patient'susers’ custody account will be represented in XAU, the International Organization of Standardization’s currency code for gold. The second custody account will be a U.S. dollar account held at a FDIC insured US Bank. The balance of the U.S. dollar account will be represented in USD, the International Organization of Standardization’s currency code for U.S. dollars.

Customers who download the Coro app 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 wellpass the verification process will be able to:

Coro operates as a copylicensed money transmitter company by allowing users of the member's MedeFile.its mobile app to send and receive monetary value in two formats: U.S. dollars (USD) and physical gold.

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 order to provide a summary of the patient's healthcare history which assists healthcare providers in understanding 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.

MedeDriveCoro Process

The MedeDriveCoro platform will operate as follows:

Both sender and receiver must enroll and complete an AML/KYC process to become users of the Coro app. A sender must first fund their USD account by transferring funds from their personal bank account to Coro’s custodial bank account via ACH.

Legal rights

Coro users will have direct ownership of their allocated gold as follows. Such gold ownership will be effected contractually through bailment with the vault custodian. Bailment is the act of placing property in the custody and control of another, by an external USB driveagreement in which storesthe holder (bailee) is responsible for the safekeeping and return of the property. In bailment law, ownership and possession of the gold are split and they merge at the moment of delivery. Coro’s users have a bailor/bailee relationship with the custodian for the storage of their physical gold. Coro users (bailors) have ownership of the gold and the gold vault custodian (bailee) has authorized possession of the gold.

Coro users will only buy allocated gold with direct ownership. Gold bars are allocated and identifiable for Coro users inside independent custody vault. The gold belongs to the users and is their absolute property. This is evidenced by:

Coro Gold Ownership

When a Coro customer purchases gold through the Coro mobile payment application, the Coro user becomes the legal owner of the gold. Coro instantly routes gold purchase transactions through a gold dealer. Within the Coro app, customers’ dollars are exchanged for an equivalent amount of gold at the prevailing spot rate. Coro’s spot rate is derived from the CME and the LBMA, plus Coro’s fee. Gold purchased by the customer is identified and evidenced by a serial number, or otherwise identified and evidenced with a specific identifier in accordance with the methods used by the auditors of the independent gold vaulting custodian, such as with SKUs/bar codes, and then allocated within Coro’s custody account with the independent gold vaulting custodian. The independent vaulting custodian maintains a bailment arrangement with Coro’s customers, so that the customers have direct ownership of their gold at all times. The Coro customers gold is fully insured by the vaulting custodian. The vaulting custodian will have a daily record of a patient's Emergency Medical Informationeach customer’s gold holdings. Allocated gold is, by definition, unencumbered. In the event of Coro’s dissolution or failure, Coro’s customers would not risk becoming creditors of the company since their ownership of their gold is direct. Coro and their MedeFilethe independent vaulting custodian maintain an inventory list of the allocated customer gold which canis updated in real time and reconciled daily. The Coro user’s gold inventory will be viewedphysically counted weekly and audited by an independent auditor on a personal computer. MedeDrive self loadsquarterly basis. The customer’s gold ownership is also recorded, confirmed and evidenced on Coro’s accounting ledger and shared with the independent vaulting custodian. Coro and the gold vaulting custodian have the right of substitution within the allocated gold. Right of substitution means that when a customer withdraws their gold, Coro and the gold vaulting custodian may choose which gold to provide the customer, thus the serial number at purchase may be different than the serial number at withdrawal. Right of substitution makes the logistics of gold storage, deposit and withdrawal more pragmatic and is the primary method used for the independent safe custody of all commodities.

Government Regulation

In the US, Money Transmission activities are strictly regulated both at federal level by FinCEN and at the state level by financial institution regulators. Registration with FinCEN is mandatory for all money transmitters and state regulators impose strict requirements to obtain and maintain a license to operate in their jurisdiction. In addition, state regulations covering money transmission provide enhanced protections for the consumers in case of fraud or bankruptcy and require regular examination and review of licensees’ activities.

Coro Corp. is registered with and regulated by FinCEN, a bureau of the U.S. Department of the Treasury. FinCEN regulates Coro Corp. as both a Money Services Business (MSB) and a Dealer in Precious Metal. As a regulated financial institution, Coro Corp. must assess the money laundering risk involved in its own viewer, so no specialtransactions, and implement an anti-money laundering program or softwareto mitigate such risk. In addition, the company must comply with recordkeeping, reporting, and transaction monitoring requirements under FinCEN regulations 

As a registered Money Services Business, Coro Corp. is required. The MedeDrive easily plugs into any PC USB port on most Windows-based computers builtrequired to be licensed in the last four years. (Macintosh versionstates where it operates. Coro Corp is in the process of obtaining individual money transmission licenses state-by-state in the jurisdictions where it plans to provide its service. In addition to an application process that includes providing a detailed business plan and criminal and financial background check on all officers and controlling parties of the applying company, licensed money transmitters are subjected to strict requirements such as providing annual audited financial statements, filing quarterly reports, and maintaining at all times a minimum net worth and a surety bond approved by the Commissioner. Due to its main office being located in the State of Florida, Coro filed an initial application for Money Transmitter license (FT2) with the Florida Office of Financial Regulations on October 4, 2019 and obtained its license on March 18, 2020. Coro filed license applications for two additional states on March 12, 2020 which are currently unavailable). under review by the respective state banking departments. We are also in the process of completing license applications for eight additional states.

The MedeDrive USB key can be updated easilyCFTC does not regulate Coro Corp. because Coro Corp. only transacts with physical gold in the spot market when buying or selling gold for its customers. The Commodity Exchange Act (CEA), grants the CFTC exclusive jurisdiction over the regulation of futures contracts, option contracts and as frequently asleverage contracts, but this authority specifically does not extend to “deferred” or “forward” delivery contracts which are essentially “cash transactions providing for later delivery of the member desires at no additional cost.underlying commodity.”

To prevent fraud and illegal activities at Coro’s money transmission business, the Company plans to:

The Company has hired a chief compliance officer to develop and manage the Company’s compliance program.

MedeVaultCoro Revenue Model

We anticipate that Coro customers will be charged (i) a 0.5% annual custody and storage fee on their XAU balances, (ii) a 0.5% fee to exchange USD for XAU or exchange XAU for USD, (iii) a 0.5% fee for sending XAU to other Coro customers and (iv) a 0.5% (plus shipping and insurance) fee to exchange XAU for delivery of physical gold. We will collect and charge such fees from Coro customers.

Coro Business Milestones

The MedeVaultCompany began development of Coro’s mobile application, database, infrastructure and the associated distributed private permissioned network, in September of 2018. The Coro technology and DLT network development process included 28 design and development stages, knowns as “sprints.” To date, all 28 Coro development sprints have been accomplished. The Coro mobile application is now undergoing an aggressive quality assurance testing phase. This testing phase includes both robust functionality and security testing with third party testing experts. Coro’s distributed ledger network has already been activated with an initial 12 nodes. Testing and quality assurance are underway on the Coro mobile application and private permissioned node network. To date, the Company has paid more than $1,500,000 for the development of its private permissioned distributed ledger network and the Coro money transmission business. The Company anticipates during the second quarter of 2020, the Company will finalize testing and quality assurance in prelude to launching the Coro money transmission business. The Company anticipates that it will incur another approximately $150,000 in testing and development costs associated with preparation for commercial launch of Coro mobile application, which the Company will pay from its working capital. Following the commercial launch of Coro in late Q2 of 2020, we anticipate incurring approximately $100,000 additional costs to complete and launch the FCRM as a stand-alone product. The Company anticipates paying such expenses from its working capital.

The Company continues to rely upon both employees and contractors to develop and launch Coro. Coordination of the design and development has been led by the Company’s Chief Executive Officer, who has coordinated the Company’s technology development resources and team of consultants. The Company intends to increase its technology development team during 2020, as it continues to improve the functionality and performance of Coro, post launch.

Hashgraph License

Coro is built on a new generation of distributed ledger technology (DLT) utilizing the Hashgraph consensus algorithm, (“Hashgraph”). We believe Hashgraph is superior to the current generation of DLT. Hashgraph is owned by Swirlds, Inc., (“Swirlds”). In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph.

DLT is disrupting and transforming existing markets in multiple industries. However, we believe there are five fundamental obstacles to be overcome before distributed ledger technologies can be widely accepted and adopted across every industry and geography. These obstacles are:

Performance: The technology is built on Hashgraph, which provides near-perfect efficiency in bandwidth usage and consequently can process upwards of 500,000 transactions per second. To put the speed of our network in perspective its estimated that Visa’s network handles approximately 35,000 transactions per second.

Security: Hashgraph achieves the highest standard for security in the field of distributed consensus: asynchronous Byzantine Fault Tolerance (aBFT). Other networks that use coordinators, leaders, or communication timeouts tend to be vulnerable to Distributed Denial of Service (DDoS) attacks against those vulnerable areas. Hashgraph is resilient to these types of attacks and achieves the theoretical limits of security. Achieving this level of security at scale is a fundamental advance in the field of distributed systems as it is the gold standard for security in this category.

Stability: Hashgraph relies on both technical and legal controls to ensure the stability of the networks. This system prevents forking and illegal modifications of the algorithm.

Regulatory Compliance: The Hashgraph technical framework includes an Opt-In Escrow Identity mechanism that gives customers a choice to bind verified identities to otherwise anonymous accounts, which is designed to serveprovide governments with the oversight necessary to ensure regulatory compliance. This is optional, and each user will be able decide what kinds of credentials, if any, to reveal. Hashgraph intends to work with governments to provide the same level of protection in distributed public ledgers 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 stakecurrently present 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.financial system.

Hashgraph accomplishes being fair, fast, efficient, inexpensive, timestamped, and DoS resistant.

Members

Our Hashgraph private-permissioned network provides the strongest foundation for Coro. We believe it will enable Coro to achieve unprecedented speed with fractional cost per transaction, all while maintaining bank-grade security.

Marketing and Sales Strategy

The Company’s target market for Coro consists of three groups: individuals, institutions and governments.

Initially, our marketing efforts will focus on individuals in U.S. states including Florida, Nevada and Texas, as well as states such as Utah, Wyoming, and Oklahoma where state laws recognize gold as money. Customers will have the choice of sending or receiving gold (XAU) or U.S. dollars (USD) or exchanging between the two currencies.

Eventually we will expand such marketing efforts to include institutional and governmental markets. Currently, the Company is analyzing key trends and related secondary information that will compliment and aid defining its market opportunities and customer needs.

Using a combination of qualitative and quantitative methods, the Company conducted an extensive research and discovery to set success metrics, recognize future growth initiatives, develop audience profiles, and assess the competition landscape and market conditions.

Under the Company’s marketing and sales strategy, the Company has taken the following steps:

The Company’s integrated marketing and sales strategy is divided in 2 phases:

Launch Strategy: Our launch strategy includes the following:

Our goal is to create a “surround sound” marketing campaign to reach and engage the target audience, build the contact list, as well as generate excitement and brand awareness before the launch. We plan to utilize:

Growth Strategy: Our growth strategy in the development phase. Under our growth strategy, we will aim to secure sustainable growth of Coro1’s customer base through viral methods, paid, earned, shared and owned media, effective customer service management, and seamless application onboarding.

Employees

As of December 31, 2015, MedeFile had approximately 21,991 members. The Company’s marketing strategy includes issuing trial memberships on several levels.

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:

Technology

MedeFile will use and continue to update the most advanced security measures available. Data transmitted between Web browsers and Web servers over the Internet using TCP/IP is generally susceptible 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 information to be stored. The information 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 customer 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.

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.

Employees

From our inception through the period ended December 31, 2015,April 9, 2020, we have primarily relied on the services of outside consultants.  As of December 31, 2015, MedeFile had a total of 3 full time employees and 3 consultants.2 full-time employees. We believeconsider our relationsrelationship with our employees to be good.

Corporate Information

Our principal executive offices are favorable.located at 78 SW 7^th Street, Miami, FL 33130, and our telephone number is 888-879-8896. Our website address is https://coro.global. Information on our website is not part of this report.

Item 1A. Risk Factors.

An investment in the Company’s common stock involves a high degree of risk. In determining whether to purchaseOur business, operating results and financial condition could be harmed and the Company’s commonvalue of our stock an investor should carefully consider allcould go down as a result of the material risksrisk factors described below, together with the other information contained in this report before makingbelow. This means shareholders could lose all or 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 losspart of his or her entiretheir investment.

RISKS RELATED TO OUR BUSINESSRisks Related to Our Business

We have a limited operating history of operating losses,under our current business focus, and we may not achieve or maintain profitability in the future.succeed.

We have a limited operating history, in particular under our current business focus, and we may not succeed. We are subject to all risks inherent in a developing business enterprise. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages. For example, unanticipated expenses, problems, and technical difficulties may occur and they may result in material challenges to our business. We may not be able to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, such failure could materially aversively affect our business, financial conditions and results of operation. We may never generate significant revenues or achieve profitability.

We incurred a net lossmay not succeed in developing or generating sales of $1,156,856, for the year ended December 31, 2015. As of December 31, 2015, we have an accumulated deficit of $28,511,399.

our products.

InWe have not yet generated revenues from any current products. The development of the eventCompany’s products is a costly, complex, and time-consuming process, and investments in product development often involve a long period of time until completed and a return, if any, can be achieved on such an investment. We may face difficulties or delays in the development and commercialization of our products, which could result in our inability to timely offer products or services that satisfy the market. We have been making and anticipate making significant investments in developing our products, but such an investment is inherently speculative and requires substantial capital expenditures. Any unforeseen technical obstacles and challenges that we encounter in the development process could result in delays in, or the abandonment of, the development and launch of, or ability to generate revenue. Further, once we complete development of a product, there is no assurance we will succeed in generating sales from such product. We may not succeed in launching or generating sales of Coro products.

The Company may encounter significant competition and may not be able to successfully compete.

There are unablemany financial technology companies developing money transmission products, and more competitors are likely to secure additional fundingarrive. Some of our competitors have considerably more financial resources than us, and the backing of traditional large financial institutions. As a result, we may not be able to cover our expenses, in order to preserve cash, we would be required to reduce expenditures and effect reductionssuccessfully compete in our corporate infrastructure, eithermarket, which could result in our failure to launch Coro, or otherwise fail to successfully compete. There can be no assurances that we will be able to compete successfully in this environment.

The distributive ledger technology on which the Company’s products may rely may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which could result in security breaches and the loss or theft of funds. If such attacks occur or security is compromised, this could expose us to liability and reputational harm and could seriously curtail the utilization of Coro, resulting in customers reducing their use of Coro, or stopping their use of Coro altogether.

The structural foundation, the software applications and other interfaces or applications upon which Coro may rely or that they will be built upon are unproven, and there can be no assurances that such planned products and the creating, transfer or storage of data and funds will be uninterrupted or fully secure, which could result in impermissible transfers, and a complete loss of a customer’s data and funds. Coro may be subject to a cyberattack, software error, or other intentional or negligent act or omission that results in the theft of funds, funds being lost, destroyed or otherwise compromised. Further, Coro (and any technology, on which they rely) may also be the target of malicious attacks from hackers or malware distributors seeking to identify and exploit weaknesses in the software, Coro which could result in the loss or theft of data and funds.  If such attacks occur or security is compromised, this could expose us to liability and reputational harm and could seriously curtail the utilization of Coro, resulting in customers reducing their use of Coro or stopping using Coro altogether, which could have a material adverse effect on our abilitybusiness, financial condition and results of operations.

We may not be able to continueraise capital as needed to develop our current level ofproducts or maintain our operations. There can

We expect that we will need to raise additional funds to execute our business plan and expand our operations. Additional financing may not be no assurances that any such additional funding can be obtained on terms acceptableavailable to us ifon favorable terms, or 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 wouldcannot raise needed funds on acceptable terms, the Company’s business and prospects may 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.materially adversely affected.

Our independent registered auditorsWe may face risks of Internet disruptions, which could have expressed substantial doubt aboutan adverse effect on the use of our ability to continue as a going concern.products.

These financial statements have been prepared assuming thatA disruption of the Company will continue as a going concern. The Company has suffered recurring losses fromInternet may affect the use of our products. Generally, our products are dependent upon the Internet. A significant disruption in Internet connectivity could disrupt network operations and has a net capital deficiency. These conditions raise operating and liquidity concerns and substantial doubt aboutuntil the Company's ability to continue as a going concern.disruption is resolved.

Exchange rates are continuously changing and can be volatile. Coro customers will be exposed to this risk.

The commercial successprice of our productsgold is continuously changing and services dependshas exhibited periods of volatility throughout history. Customers that choose to maintain gold balances in XAU but have personal liabilities in USD will be exposed to this potential volatility and could incur significant gains or losses when converting from XAU back to USD. This may make Coro less appealing to prospective customers.

Coro will not be a market maker and thus will not guarantee a fixed bid/ask spread or guarantee that a bid or an ask will be available to customers. Coro will be reliant on the widespreadfinancial institutions with whom it interacts to facilitate its services.

Coro will be dependent upon the bid/ask spread as provided by large gold dealers and LBMA members. In times of 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,turbulence, it is difficultpossible that the bid/ask spread could widen significantly thus increasing the cost of transacting between XAU and USD. This may make Coro less appealing 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.prospective customers.

We may be unable to effectively manageChanges in general economic and business conditions, internationally, nationally and in the markets in which we operate, could have an adverse effect on our growthbusiness, financial condition, or implement our expansion strategy.results of operations.

Our growth strategy isoperating results may be subject to related risks,factors which are outside of our control, including pressure on our managementchanges in general economic and on our internal systemsbusiness conditions, internationally, nationally 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 growththe markets in which we operate. Such factors could have a material adverse effect on our futurebusiness, financial condition. condition, or results of operations.

In addition, duedisruptions in the credit and financial markets, declines in consumer confidence, increases in unemployment, declines in economic growth and uncertainty about earnings could have a significant negative impact on the U.S. and global financial and credit markets and the overall economy. Such events could have an adverse impact on financial institutions resulting in limited access to capital and credit for many companies. Furthermore, economic uncertainties make it very difficult to accurately forecast and plan future business activities. Changes in economic conditions, changes in financial markets, deterioration in the capital markets or other factors could have an adverse effect on the financial position, revenues, results of operations and cash flows of the Company and could materially adversely affect our lackbusiness, financial condition and results of operating experience we may have difficulty in managing our growth.operations.

Our results of operations will significantly rely on our team of managers, advisors, and technical staff.

The successful operation and development of our business will be dependent primarily upon the operating and management skills of our managers, advisors, and technical staff. The loss of the services of any one of our key personnel, in particular our chief executive officer, J. Mark Goode, could have a material adverse impact on our ability to realize our objectives, including our ability to complete development of, launch and commercialize our planned products, which could have a material adverse effect on our business, financial condition and results of operations.

If we fail to protect our intellectual property and proprietary rights, we could lose our ability to compete.

Our intellectual property and proprietary rights are essential to our ability to remain competitive and successful in the development of our products and our business. We have limited marketingexpect to rely on a combination of patent, trademark, copyright, and trade secret laws as well as confidentiality agreements and procedures, non-competition agreements, and other contractual provisions to protect our intellectual property, other proprietary rights, and our brand. Our intellectual property rights may be challenged, invalidated or sales capabilities,circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. If we do not adequately protect our intellectual property or proprietary rights, our competitors could use it to enhance their products, compete against us, and take our market share. Our inability to adequately protect our intellectual property could adversely affect the Company’s business, financial condition and results of operations.

Other companies may claim that we infringe their intellectual property.

We do not believe that our technologies infringe, or will infringe, on the proprietary rights of any third party, but claims of infringement are becoming increasingly common and third parties may assert infringement claims against us in the future. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party. If any of our products or services, such as Coro, if developed and launched, were found to infringe on other parties’ proprietary rights and 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. Ascome to terms regarding a result,license with such parties, we may be forced to depend on collaborationsmodify our products to make them non-infringing 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 andto cease to offer such 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,altogether, which could adversely affect ourthe Company’s business, financial condition and results of operations and financial condition.operations.

We have an evolving business model.

As financial technologies become more widely available, we expect the services and products associated with them to evolve. In order to stay current with the industry, our business model may need to evolve as well. From time to time, we may modify aspects of our business model relating to our product mix and service offerings. Any such modifications we may make may not be successful and may result in harm to our business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.

An occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and development of our products but our overall ability to react timely to mitigate the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission, and our ability to raise capital on favorable terms, or at all.

RISKS RELATED TO OUR COMMON STOCKRisks Related to Our Common Stock

There is a limitednot an active, liquid market for our common stock, whichand investors may makefind it difficult to buy and sell our shares.

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult for shareholders to dispose of their shares.

Ourbuy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTCQB under the symbol “MDFI”. However, thisOTC Pink, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the NASDAQ Capital Market or other national securities exchange, andexchange. Further, there has been limitedis minimal reported trading to date in our common stock. These factors may have an adverse impact on the trading and price of our common stock.

BecauseThe market price of our common stock is not registered underlikely to be highly volatile and subject to wide fluctuations.

In the Exchange Act,event a more active market for common stock develops, we anticipate that the market price of our common stock will notbe highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

Our common stock has in the federal proxy rulespast been, and our directors, executive officesmay in the future be considered a “penny stock” and 10% beneficial holders will notthus be subject to Section 16 of the Exchange Act. In addition, our reporting obligations under Section 15(d) of the Exchange Actadditional sale and trading regulations that may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.make it more difficult to buy or sell.

Our common stock, which is not registeredtraded on the OTC Pink has in the past been, and may in the future be considered a “penny stock.” Securities broker-dealers participating in sales of “penny stock” are subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated 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 are not 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

●  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

●  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

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

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock"“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.

We do not expectintend to pay dividends on our common stock for some time, if at all.the foreseeable future.

No cashWe have paid no dividends have been paid on our common stock. We expect thatstock to date and we do not anticipate paying any income received from operationsdividends to holders of our common stock in the foreseeable future. While our future dividend policy will be devotedbased on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings to finance our future operationsexpansion and growth. We do not expect to pay cash dividendsfor the implementation of our business plan. Investors should take note of the fact that a lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors.Company.

Our future capital needsarticles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could result in dilution to investors; additional financing could be unavailable or have unfavorable terms.adversely affect the rights of the holders of our common stock.

Our future capital requirements will depend on many factors, including cash flow from operations, progress inBoard of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors has the authority to issue up to 10,000,000 shares of our present operations, competing market developments,preferred stock without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the withdrawal of the shares, together with a premium, prior to the withdrawal of our ability to marketcommon stock. In addition, our products successfully. We will need to raise additional funds through equityBoard of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or debt financings. Any equity financingsthat is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our then-existingexisting stockholders. SourcesAlthough we have no present intention to issue any shares of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorablepreferred stock or to us. If we are unable to raise adequate funds,create any series of preferred stock, we may be required to reduce or curtail operations.create such series and issue such shares in the future.

The rightsAdditional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the holdersCompany.

Given our plans and expectations that we will need additional capital and personnel, we anticipate that we will need to issue additional shares of common stock may be impaired by the potentialor securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of preferred stock.additional securities in the future will dilute the percentage ownership of then current stockholders.

Ownership of our common stock is highly concentrated.

Our executive officers, directors, and principal stockholders beneficially own an aggregate of approximately 88% of our outstanding common stock (see “Security Ownership of Certain Beneficial Owners and Management”). As a result, such principal stockholders will be able to exert significant control over the election of the members of our board of directors, hasour management, and our affairs, and other corporate transactions (such as mergers, consolidations, or the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidationsale of all 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 pricesubstantially all of our common stock.

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K includes forward-looking statements. Forward-looking statementsassets) that are not statementssubmitted to shareholders for approval, and their interests may differ from the interests 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.    stockholders.

Item 1B1B. Unresolved Staff Comments.

Notrequired for a smaller reporting company.companies.

Item 2. Properties.

MedeFile leases its mainWe sub-lease, on a month-to-month basis under an arrangement with WeWork, office which isspace located at 301 Yamato Rd, Boca Raton,78 SW 7th Street, Miami, FL 33431, on a month33130. Our current monthly rent is approximately $1,200. We believe these facilities are suitable and adequate to month basis. The Company currently pays rent of $1,478 per month.  meet our current business requirements.

Item 3. Legal Proceedings.

The Company isWe are not party to any material legal proceedings, and the Company’sour property is not the subject of any material legal proceedings.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. 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.

The following table sets forth, for“CGLO” on the periods indicated,OTC Pink tier of the range of high and low intraday closing bid information per share ofOTC Markets. There is minimal trading activity in our common stock.

The above prices are believed to reflect representative inter-dealer quotations, without retail markup, markdown or other fees or commissions, and may not represent actual transactions.

As of March 31, 2016,April 9, 2020, there were approximately 1,0771,126 holders of record of the Company'sour common stock.

DIVIDEND POLICYDividend Policy

We doThe Company has never declared or paid any cash dividends on its common stock and does not currentlyexpect to pay any cash dividends on our common stock, and we currently intend to retain any future earnings for use in our business. Any future determination as to the payment of cash dividends on our common stock will be at 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.foreseeable future.

SALES OF UNREGISTERED SECURITIESSecurities Authorized for Issuance Under Equity Compensation Plans

In January 2019, the Company adopted the Company’s 2019 Equity Incentive Plan. 2,400,000 shares are available for awards under the plan. The plan was approved by the Company’s stockholders in February 2019.

The following table provides equity compensation plan information as of December 31, 2019:

Recent Sales of Unregistered Securities

None.

ISSUER PURCHASES OF EQUITY SECURITIESPurchases by Issuer and Its Affiliates

None.

Item 6. Selected Financial Data.

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 STATEMENTS

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. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. More information about potential factors that could affect our business and financial results is included in the section entitled "Risk Factors"

RESULTS OF OPERATIONSstatements.

YEAR ENDED DECEMBERResults of Operations for the years ended December 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 20142019 and 2018

Revenues

Revenues for the year ended December 31, 20152019 totaled $45,120$0 compared to revenues of $75,988$6,485 during the year ended December 31, 2014.2018. The decrease in membership revenueof $6,485 is primarily related to amountthe Company’s shift in business. We previously generated revenues from professional service specializing in HIPAA compliant retrieval, reproduction and release 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 medical 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.information. 

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 20152019 totaled $810,582,$3,835,548, an increase of $160,266$1,379,744 or approximately 25%56% compared to selling, general and administrative expenses of $650,316$2,455,774 for the year ended December 31, 2014. Overall there was an increase in2018. During the total selling, general and administrative due mainly toyear ended December 31, 2019 consulting fees increased payroll, legalsignificantly. During the year ended December 31, 2019 the Company incurred stock compensation expense and consulting fees.

Depreciation Expense

Depreciation expense totaledsettlement of derivative liability of $2,617,291 and $0, respectively, compared to $1,550,995 and $6,088, respectively for the year ended December 31, 2015,2018 which was included in selling general and administrative expenses.

Development Expense

Development expenses for the year ended December 31, 2019 totaled $997,620 compared to depreciation$962,063 for the year ended December 31, 2018. The Company began to incur significant development expense for its planned Coro product in the third quarter of $4132018, which continued during the year ended December 31, 2014. The decrease in depreciation was due to assets being fully depreciated.  

Amortization Expense

Amortization expense for the year ended December 31, 2015 totaled $88,597, compared to $1,339 for the year ended December 31, 2014. Amortization expense is the expensing of the website development during 2014. Amortization expense for 2014 was for the write off of an intangible asset.2019.

Interest Expense

Interest expense on convertible debentures for the year ended December 31, 20152019 and 2014,2018, was $3,566$17,211 and $11,525$606,527, respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% interest rate. Interest expense decreased due to lower note payable balance from partial repayment of note.

Interest expense on the discount for convertible notes forduring the year ended December 31, 2015 and 2014 was $0 and $101,836 respectively. The2018 included the amortization of $586,921 of beneficial conversion feature of the debentures allows the note to be converted at a share price of the lower of $1.00 or 80% of the previous day’s closing price. Discount was fully expensed at the end of 2014.

convertible loans.

Other Expense

Loss on change in fair value of derivatederivative liabilities for the year ended December 31, 20152019 and 2018 was ($61,553) compared to a gain of $1,062,090 for the year ended December 31, 2014.$0 and $6,088 respectively.

Loss on write-off of inventory for the year ended December 31, 2015 was $22,228 compared to $30,000 for the year ended December 31, 2014.

Loss on conversion of debt for the year ended December 31, 2015, was $32,072 compared to $0 for the year ended December 31, 2014.

Impairment of Website

Impairment of website for the years ended December 31, 2015 and 2014, totaled $182,195 and $0, respectively. The impairment was due to the website failing to meet anticipated earnings.

Net Income (Loss)Loss

For the reasons stated above, our net loss for the for year ended December 31, 20152019 was $1,156,856,($4,850,379) or $0.04($0.21) per share, a decreasean increase of $1,498,410,$826,412 or 21%, compared to net incomeloss of $341,554,($4,023,967), or $0.08($0.26) per share, during the year ended December 31, 2014. The significant change is directly related to adjustments in the fair value of our derivative liability and an increase in our general and administrative and compensation expenses.2018.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of December 31, 2015,2019, we had cash andof $470,800, which compared to cash equivalents of $38,371, merchant services reserve$223,576 as of $2,938, and accounts receivable of $4,965.December 31, 2018. Net cash used in operating activities for the year ended December 31, 20152019 was approximately $542,799. Current$2,194,996. Our current liabilities as of $50,044December 31, 2019 of $333,933 consisted of $14,857of: $153,551 for accounts payable and accrued liabilities, deferred revenuesand note payable – related party of $439, derivative liability of $19,067, and convertible debentures (net of discount) of $15,681. We have a net negative working capital of $3,770.$180,382.

The accompanying financial statements have been prepared contemplating a continuation of

During the year ended December 31, 2019 the Company asentered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 482,000 shares of common stock, for a going concern.purchase price of $5.00 per share, and aggregate gross proceeds of $2,410,000. A related party advanced the Company $3,000 and was repaid $3,000. In February 2019, the Company issued a promissory note to Lyle Hauser (an adviser to the Company and its then-largest stockholder) in the principal amount of $110,000 with an original issue discount of $10,000. The note has a 0% interest rate and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020. Following the maturity date, the note bears a 9% annual interest rate until paid in full. In April 2019, the Company has reportedrepaid $50,000 of a net lossconvertible loan to a related party and exchanged the remaining $50,000 into 10,000 shares of $1,156,856common stock valued at $50,000.

Net cash used in operating activities for the year ended December 31, 2015 and net income of $341,554 for the year ended December 31, 2014, and had an accumulated deficit of $28,511,3992018 was $1,653,420. Our current liabilities as of December 31, 2015.2018 of $709,891 consisted of: $223,067 for accounts payable and accrued liabilities, net convertible debenture – related party of $85,829, deferred compensation of $300,395, note payable – related party of $100,000, and derivative liability of $0.

From June 2018 to July 2018 the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 3,030,303 shares of common stock, for a purchase price of $0.33 per share, and aggregate gross proceeds of $1,000,000. From August 2018 to September 2018, the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 866,666 shares of common stock for a purchase price of $1.00 per share, and aggregate gross proceeds of $866,666. The investors included JMG Horseshoe, LLC, which purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer. A related party converted $484,651 of convertible notes, accrued interest and preferred stock into common stock. The Company hasrepaid two related parties a net negative working capitaltotal of $3,770 as of December 31, 2015.

$101,935

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

Off-BalanceOff Balance Sheet Arrangements

We do notcurrently have any off balanceno off-balance sheet arrangements asthat have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of December 31, 2015operations, liquidity, capital expenditures or as of the date of this report.

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; we believe the following critical accounting policy involves the most complex, difficult and subjective estimates and judgments:

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 and fees charged for copying medical records. 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'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.capital resources.

Critical Accounting Policies and Estimates

Stock-basedRevenue Recognition

Effective January 1, 2018, the Company recognizes revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and the Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements.

Stock-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.

RecentImpairment of long-lived assets

The 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.

Recently Issued Accounting Pronouncements

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

In August 2014,February 2016, the Financial Accounting Standards Board (FASB)FASB issued Accounting Standards Updates (ASU) 2014-15 requiringASU 2016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an entity’s managementasset that represents the lessee’s right to evaluate whether there are conditionsuse, or events, considered in aggregate, that raise substantial doubt about entity’s abilitycontrol the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to continue as a going concern within one year afterlessors; however, certain changes were made to align, where necessary, lessor accounting with 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 arelessee accounting model. This standard was effective for the annual period endingfiscal years beginning after December 15, 2016, and for annual periods and2018, including interim periods thereafter. Early application is permitted.within those fiscal years. The adoption of this ASU did not have a material impact on our balance sheet. 

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

Off Balance Sheet Arrangements

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

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

Not required for a smaller reporting company.companies.

Item 8. Financial Statements.

CORO GLOBAL INC.

CONTENTS

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

To the Board of Directors and Stockholders

MedeFile International, of Coro Global Inc.

Boca Raton, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of MedeFile International,Coro Global Inc. and its subsidiary (collectively, the “Company”)(the Company) as of December 31, 2015,2019 and 2018, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the yearyears ended and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended.ended in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 in the financial statements, the Company has a net loss of $4,850,379 and an accumulated deficit of $39,125,811. These consolidatedfactors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audit.

audits. We are a public accounting firm registered with the Public Company Accounting 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.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the financial statements are free of material misstatements.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes

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 supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,presentation of the financial statements referred to above present fairly, in all material respects, the financial position of MedeFile International, Inc. and its subsidiary as of December 31, 2015, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficit and recurring net losses. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

April 26, 2016

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Medefile International, Inc.

We have audited the accompanying consolidated balance sheet of Medefile International, Inc. as of December 31, 2014, and the related consolidated statements of income, stockholders’ equity, and cash flow for the year ended December 31, 2014. 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 misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.statements. We believe that our audits 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. as of December 31, 2014, and the results of its operations and its cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America./s/ Liggett & Webb, P.A.

The accompanying consolidated financial statementsLiggett & Webb, P.A.

Certified Public Accountants

We have been prepared assuming thatserved as the entity will continue as a going concern. As discussed in Note 1 to the consolidated 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'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 uncertaintyCompany’s auditor since 2019.

Boynton Beach, Florida

April 13, 2020

/s/ RBSM LLP

April 2, 2015

Las Vegas, NevadaCoro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Balance Sheets

MedeFile International, Inc.

Consolidated Balance Sheets

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

.Coro Global Inc.

(Formerly known as Hash Labs Inc.)

MedeFile International, Inc.

Consolidated Statements of Operations

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

Medefile International, Inc.

Consolidated Statement of Stockholders' Equity (Deficit)

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

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

MedeFile International, Inc.

Consolidated Statements of Cash FlowsChanges in Stockholders' Equity (Deficit)

For the Years Ended December 31, 2019 and 2018

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

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Statements of Cash Flows

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

Medefile International,Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Notes to the Audited Consolidated Financial Statements

For The Years Ended December 31, 2019 and 2018

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, Coro Corp., which was organized in the State of Nevada on September 14, 2018.

All significant intercompany accounts and transactions have been eliminated in consolidationconsolidation.

Nature of Business Operations

MedefileCoro Global Inc. (formerly known as Hash Labs Inc.) (the “Company”) is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. has developed(“Bio-Solutions”) entered into an Agreement and globally marketsPlan of Merger with OmniMed Acquisition Corp., a proprietary, patient-centric, Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessingNevada corporation and sharing an individual’s actual medical records. Medefile's goala wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. On September 14, 2018 the Company formed a wholly owned subsidiary Coro Corp. The Company is to revolutionizefocused on dynamic global growth opportunities in the medical industry by bringing patient-centric digitalfinancial 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 in an efficient and cost-effective manner. Medefile'sor Fintech industry. The Company is developing products and services are designedtechnology solutions for global payments and the financial industry. Effective January 9, 2020, the Company changed its name 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.Coro Global Inc.

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 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 that:

Going Concern

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. However, the Company has reported a net loss of $1,156,856 for the year ended December 31, 2015. During the comparable year ended 2014, the Company had a net income of $341,554, as a direct result of the change in valuation of the Company’s derivative. The Company had an accumulated deficit of $28,511,399 as of December 31, 2015.  The Company has negative working capital of $3,770 as of December 31, 2015.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,850,379 for the year ended December 31, 2019. The operating losses raise substantial doubt about the Company'sCompany’s ability to continue as a going concern.

We will need to raise additional capital in order to continue operations. The Company'sCompany’s ability to obtain additional financing depends on the availability of its borrowing capacity,may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company'sCompany’s control.

We will need additional investments in order to continue operations. Additional investments are being sought, but we cannot guarantee that we willcapital may not be able to obtain such investments.available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, 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 notaccounts are approximately $8,000 above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $8,994 and $0, respectively for advertising costs for the yearyears ended December 31, 20152019 and 2014 of approximately $0 and $0 respectively.2018.

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.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 105 years.

Trademark Costs

Computer and equipment costs consisted of the following:

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 withDepreciation expense was $1,993 and $249, respectively for the conceptual formulationyears ended December 31, 2019 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. During 2015, all website development costs were impaired resulting in a loss of $182,195.

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.2018, respectively.

Revenue Recognition

The Company generates revenue from licensingEffective January 1, 2018, the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups and through fees charges for copying medical records. The Company recognizes revenue on four basic criteriain accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which must be met beforesupersedes the revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed natureIndustry Topics of the selling pricesAccounting Standards Codification. The updated guidance states that an entity should recognize revenue to depict the transfer of the products delivered and the collectability of those amounts. Provisions for discounts and rebatespromised goods or services to customers estimated returns and allowances, and other adjustments are provided for in an amount that reflects the same periodconsideration to which 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, 2015 and December 31, 2014, deferred revenue totaled $439 and $684, 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 availableentity expects to be issued when applicable).entitled in exchange for those goods or services. The amendments in this Update areguidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard will be effective for the first interim period within annual period endingreporting periods beginning after December 15, 2016,2017, and for annual periods and interim periods thereafter. Early application is permitted.the Company adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements.

Fair Value of Financial Instruments

Cash and Equivalents, Deposits In-Transit, Receivables, Prepaid and Other Current Assets, Accounts Payable, Accrued Salaries and Wages and Other Current LiabilitiesLiabilities.

The carrying amounts of these items approximated fair value.

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.

The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities are described below as of December 31, 2015:  

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.

InventoryLeases

Inventories are stated atIn February 2016, the lower of cost or market value. CostFASB issued ASU 2016-02,Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is determined by the first-in, first-outa lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and market being determined as(ii) a right-of-use asset, which is an asset that represents the lowerlessee’s right to use, or control the use of, replacement cost or net realizable value.a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company records inventory write-downs for estimated obsolescenceadoption of unmarketable inventory based upon assumptions about future demand and market conditions. For the year ended December 31, 2015 the Company had an inventory write off of $22,228. For the year ended December 31, 2014 the Company had an inventory write off of $30,000.this ASU did not have a material impact on our balance sheet.

Net Loss per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 and 145,712,968 common shares, respectively were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the year ended December 31, 2019 and 2018.

Management Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.

Stock Based Compensation

The Company accounts for 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 RECEIVABLEReclassifications

Due to the collection history of the Company, the Company does not maintain an allowance for doubtful accounts. Recognition of a specific uncollectible account is written directly against the invoice in accounts receivable and expensedCertain 2018 balances have been reclassified in the current period.2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

3. WEBSITE DEVELOPMENTRecent Accounting Pronouncements

Website development consists of the following:All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

During May 2012 the Company began redesigning its website.  Amortization is calculated over a three-year period. Amortization expense for the year ending December 31, 2015 and 2014 is $88,597 and $62,946, respectively. The Company recognized an impairment of the website in the amount of $182,195, as of December 31, 2015.

4. FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

Depreciation is calculated by using the straight-line method over the estimated useful life.  Depreciation expense totaled $0 and $413 for the year ended December 31, 2015 and 2014, respectively.

5. CONVERTIBLE DEBENTURE –2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

TheEffective May 18, 2018, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder. The debentures carry a one year term. The debentures were issued inappointed J. Mark Goode as the amount of $50,000 on November 4, 2013President and $60,000 on December 17, 2013. Both debentures have a conversion feature at a share priceChief Executive Officer of the lower of $1.00 or 80%Company. He was also appointed a member and Chairman of the previous day’s closing price. The Company recognized a beneficial conversion feature (BCF) due to the intrinsic valueBoard of Directors of the conversion rate compared to the market price of the common stock as of the grant date. A discount is computed based on the share value at the time of issuance and amortized over the period of the debenture. During the year ended December 31, 2015, the lender converted $40,000 of the note principal and the Company made a payment of $70,000.

6. DERIVATIVE LIABILITIES

In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012, the Company granted warrants with ratchet provisions. The warrants contain an expiration date of four years from the date of grant. During the first two years of grant, if the Company issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will 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 issues any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price will 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 is 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 (see below for variables used in assessing the fair value). The Company uses expected volatility based primarily on historical volatility using weekly pricing observations for recent periods that correspond to the expected life of the warrants. The risk-free interest rate is based on U.S. Treasury securities rates.

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.

In July 2011 the company issued 90,426 warrants in connection with the sale of 1,773 shares of common stock. As of July 2015, these warrants have expired.

Warrant liability for the outstanding warrants amounted to $0 for the year ending December 31, 2015, compared to $51 for the year ended December 31, 2014. As of December 31, 2015, these warrants include the following:

Warrants granted during April 2012 in connection with the sale of 5,000 shares of the Company’s preferred stock to a significant shareholder and brother of the then-Chief Executive Officer with the right to purchase up to 10,000 shares of the Company’s common stock with an exercise price of $10. Fair value was determined using the following variables:

Warrants granted during April 2012 in connection with the sale of 50,000 shares of the Company’s common stock with an exercise price of $10.

Transactions involving warrants with ratchet provisions are as follows:

During the years ended December 31, 2014 and December 31, 2015, the warrant liability consisted of the following:

Change in fair market value of warrant liability resulted in a loss of $1,220 and a gain of $1,062,090 for the years ended December 31, 2015 and 2014, respectivelyCompany.

The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two 10% Secured Convertible Debenturesyears of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018 the Company accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity’s share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award’s fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period.

On May 31, 2019, the Company entered into amendment no. 1 to the Company’s employment agreement with Mr. Goode. Pursuant to the amendment, the Company’s obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. The shares will be expensed over the term of the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows:

On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. As of December 31, 2019 the unvested amount of the awards was $900,598.

3. NOTES PAYABLE – RELATED PARTY

On July 15, 2016, the Company issued a 7% promissory note to a significant shareholder.shareholder in the principal amount of $100,000. The debentures carrynote had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019.  On April 12, 2019, the Company entered into an exchange agreement with The Vantage Group Ltd. (“Vantage”), which held the note, pursuant to which Vantage exchanged a one year term. The debentures were issuedportion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. Vantage is owned by Lyle Hauser, an adviser to the Company and its then-largest stockholder.

The changes in this note payable to related party are reflected in the following at December 31, 2019 and 2018:

On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 10), and bears interest at the rate of 7% per year, due upon maturity. As of December 31, 2019, the note had a balance of $70,382 and accrued interest of $5,438.

On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which has been extended to December 31, 2019, and bears interest at the rate of 7% per year, due upon maturity. Accrued interest at December 31, 2019 amounted to $1,245. The Company repaid note in full on November 4, 201319, 2019.

On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and $60,000had an original maturity date of March 31, 2019, which has been extended to June 30, 2020. Following the maturity date, the note bears a 9% annual interest rate until paid in full. As of December 31, 2019, the note had a balance of $110,000.

During the year ended December 31, 2018, the Company repaid $3,220 to the then-CEO, and borrowed an additional $75. During the year ended December 31, 2018 the remaining amount of $3,145 was repaid. The advances carried a 0% interest rate and were to be repaid when funds were available.

 The Company evaluated the modification under ASC 470-50 and concluded the deletion of the conversion qualifies for debt modification which triggered debt extinguishment; however, there was no impact to the income statement as there was no unamortized discounts or other fees paid on the under the prior debt terms.

4. INTELLECTUAL PROPERTY

In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might asset pursuant to which the Company agreed to pay to Vantage, for the Company’s 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might asset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of December 17, 2013. Both debentures have31, 2019, the Dino Might asset balance was $1,979.

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred.

5. EQUITY

On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada (the “Series C Certificate of Designation”). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018. No shares of Series C Preferred Stock are outstanding as of December 31, 2019 and December 31, 2018, and no such shares may be re-issued.

On May 18, 2018, the Company appointed J. Mark Goode as the new President and Chief Executive Officer of the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors of the Company. The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode was issued 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share).

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

On April 3, 2018, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note bore interest at the rate of 7% per year and was convertible into shares of common stock of the Company at a shareconversion price of $0.0005. The Company recorded a debt discount of $68,696 for the lower of $1.00 or 80%fair value of the previous day’sbeneficial conversion feature.

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

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

On June 29, 2018 a significant shareholder forgave the amounts owed under a debenture. The Company recorded a capital contribution of $19,999. The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 6.

On June 29, 2018, two related parties forgave a total of $239,000 of accrued compensation. The amounts have been recorded as a capital contribution.

During the year ended December 31, 2018, the Company entered into subscription agreements with investors pursuant to which the Company sold an aggregate of 3,896,969 shares of the Company’s common stock, for an aggregate purchase price equal to $1,866,667. The closing of these subscription agreements has occurred. Of the 3,896,969 common share issued, JMG Horseshoe, LLC, purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer

On April 12, 2019, the Company entered into an exchange agreement with Vantage pursuant to which Vantage exchanged a portion of an outstanding promissory note of the Company held by Vantage, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company.

During the year ended December 31, 2019 the Company sold a total of 482,000 shares of common stock in private placements for $2,410,000 ($5.00 per share).

On May 3, 2019, the Company issued 20,000 shares of common stock valued at $100,000 ($5.00 per share) fair market value, pursuant to an investor relations agreement, and agreed to pay $2,500 per months for a variety of services, including investor and public relations assessment, marketing surveys, investor support, and strategic business planning. The agreement had an initial term of six months, and renewed automatically for one additional six month term. In August 2019 the agreement was amended such that no additional compensation will be owed for the renewal term.

On May 31, 2019, the Company entered into amendment no. 1 to the Company’s employment agreement with J. Mark Goode, the Company’s chief executive officer and director. Pursuant to the amendment, the Company’s obligation to issue additional shares of common stock as compensation to Mr. Goode was amended, such that, the Company issued to Mr. Goode and his designee 750,000 shares of common stock upon execution of the amendment, and the Company will have no further obligation to issue to Mr. Goode shares under the employment agreement. Mr. Goode will be required to return such 750,000 shares to the Company as follows:

On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. As of December 31, 2019 the unvested amount of the awards was $900,598.

On October 23, 2019, the Company issued 12,500 shares of common stock valued at $68,875 ($5.51 per share) fair market value, pursuant to a consulting agreement.

6. DERIVATIVE LIABILITIES

The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative expenseliability 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. 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 variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during 2015:the year ended December 31, 2018.