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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “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 in Rule 12b-2 of the Act). Yes ☐ No ☒

As of June 30, ~~2018,~~2019, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately ~~$5.6~~$21.7 million.

As of April 9, ~~2019,~~2020, there were ~~22,858,246~~24,355,746 shares of common stock, par value $0.0001 per share, issued and outstanding.

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,” ~~“Hash Labs,~~“Coro,” or the “Company” refer to ~~Hash Labs~~Coro Global Inc. and its subsidiary. Unless otherwise specified, all dollar amounts are expressed in United States dollars

~~Hash Labs~~Coro Global Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a 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. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties.

In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital ~~reinvention and~~ innovation.

Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company ~~narrowed~~determined that a more prudent strategy was to narrow its focus to financial technology, ~~or Fintech, with an emphasis on emerging Blockchain or distributed ledger technology, or DLT.~~also known as Fintech. Effective March 2, 2018, the Company changed its name to Hash Labs Inc.

~~Our Fintech development project is a digital gold payment platform program. The~~ and effective January 9, 2020, the Company is completing development of a mobile application, that will convert gold into a price-stable, scalable digital currency, 100% backed by physical gold. The digital gold payment platform will operate on the world’s most advanced DLT, known as Hashgraph.

~~The payment platform we are developing will be called~~changed its name to Coro and its digital gold unit of account will be CXAU. 1 CXAU will be equal to 1 Troy Ounce of physical gold. The Company anticipates that the Coro payment platform will operate on a mobile application referred to as a “digital vault.”

~~These products are not yet operational and they have not yet generated any revenues.~~Global Inc.

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 ~~digital~~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.

Coro is a mobile application that will allow customers to send and receive U.S. dollars (USD) or gold (XAU). Coro will operate on a private permissioned network which insures the highest level of security and compliance.

In 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 Coro’s customers.

Coro will provide its customers with the benefits of speed, security, transparency, and ease of use, as well as the opportunity to transact in dollars or gold on the fastest DLT on the market.

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 users’ 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 pass the verification process will be able to:

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

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.

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 agreement in which the 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:

When a Coro customer purchases gold through the Coro mobile payment ~~platform.~~ 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 each 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 the independent vaulting custodian maintain an inventory list of the allocated customer gold which is updated in real time and reconciled daily. The Coro user’s gold inventory will be physically counted weekly and audited by an independent auditor on a quarterly 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.

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 transactions, and implement an anti-money laundering program to 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 to be licensed in the states 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 under review by the respective state banking departments. We are also in the process of completing license applications for eight additional states.

The CFTC 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 leverage 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 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.

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.

The Company began development of ~~the Coro~~Coro’s mobile application, ~~data base,~~database, infrastructure and the associated distributed private permissioned network, in ~~August~~September of 2018. The Coro ~~application has been developed on Azure’s cloud-based app development platform. The~~ technology and DLT network development process ~~includes a series of 20~~included 28 design and development stages, knowns as “sprints.” To date, 18all 28 Coro development sprints have been accomplished. Existing functionality includes: the onboarding and account activation process; identity verification; AML/KYC screening; login and change passcode process; digital account funding; conversion of USD to CXAU digital golds units; conversion of CXAU units to USD; and redemption of CXAU units for physical gold. The Coro ~~/ CXAU~~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. ~~We are conducting testing~~Testing and quality assurance are underway on the Coro mobile application and private permissioned node network. To date, the Company has paid more than ~~$1,000,000~~$1,500,000 for the development of ~~the Coro/CXAU digital gold payment platform and~~ its private permissioned distributed ledger ~~network. The Company paid such expenses from~~network and the ~~Company’s working capital.~~Coro money transmission business. The Company anticipates ~~that, in April 2019,~~during the second quarter of 2020, the Company will finalize testing and quality assurance in prelude to launching the ~~mobile application and payment platform.~~

~~We anticipate~~Coro money transmission business. The Company anticipates that weit will incur ~~additional expenses of~~another approximately ~~$500,000 to complete~~$150,000 in testing and development ~~of and launch Coro. We will need to obtain the funds~~costs associated with preparation for ~~such additional expenses by raising additional capital. There is no assurance such additional capital will be available on acceptable terms, or at all.~~

~~Subject to raising such additional capital, and subject to our determination, in consultation with legal counsel, that the~~commercial launch of Coro mobile application, which the Company will bepay from its working capital. Following the commercial launch of Coro in ~~compliance with applicable securities law,~~late Q2 of 2020, we anticipate ~~that we will~~incurring approximately $100,000 additional costs to complete and launch ~~Coro / CXAU on or about June 1, 2019.~~

the FCRM as a stand-alone product. The Company anticipates paying such expenses from its working capital.

The Company ~~is relying~~continues to rely upon both employees and contractors to ~~design~~develop and ~~develop the Coro / CXAU digital gold payment platform and distributed network.~~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 ~~2019,~~2020, as it continues to improve the functionality and performance of ~~the~~ Coro, ~~/ CXAU digital payment platform, post-launch.~~post launch.

~~The Company’s Planned Coro Digital Gold Platform--Overview~~Hashgraph License

~~The Company~~Coro is developing Coro, its first Fintech solution using Hashgraph DLT. The Company anticipates that Coro will be a 100% gold-backed digital payment platform. We anticipate that the Coro mobile application will operate on Hashgraph, the world’s fastest and most secure form of distributed ledger technology. We anticipate that Coro account holders will be able to instantly and securely convert fiat currency to “CXAU,” a digital gold currency unit of exchange. CXAU digital gold units will be price-stable, and 100% backed by physical gold.

The Company believes the cryptocurrency market, particularly in relation to Initial Coin Offerings (or ICOs), is volatile, with a high incidence of fraud and market manipulation. By comparison, there will never be a coin offering or token sale related to Coro or its CXAU digital gold units.

~~The Coro community of users will operate~~built on a ~~permission-based peer to peer private network, with the highest level of security and compliance.~~

In order to join the Coro eco-system, users will need 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.

The Company anticipates that CXAU will provide its users with the benefits of speed, security, transparency, and ease of use, as well as the opportunity to transact their digital gold on the fastest DLT on the market.

The Company anticipates that, under the Coro platform, there will be two accounts to facilitate the flow of funds related to the Digital Vault. One account will be at the Royal Canadian Mint for storage of physical gold. This account will serve as a custody account on behalf of the individual CXAU customers. The second custody account will a cash account held at a bank. Members who download the app and pass the verification process will be able to:

On October 18, 2018, we entered into a master services agreement with Dillon Gage Incorporated of Dallas (“Dillon Gage”), a fully integrated precious metal wholesale company. Under the agreement, the Company and Dillon Gage agreed to collaborate on the launch, marketing and operation of the Coro platform.

Pursuant to our agreement with Dillon Gage, upon the launch of the Coro platform, (i) Hash Labs will be responsible for the general management and operation of the CXAU Platform, except as otherwise set forth therein, and (ii) Dillon Gage will (a) coordinate and manage the deposit and transfer of CXAU users’ physical gold into digital/crypto gold, including, the acceptance, testing and verification of the physical gold presented for conversion to CXAU units, and coordination and delivery of the physical gold for storage at the Royal Canadian Mint, for reserve on behalf of the CXAU users, (b) coordinate and manage the acquisition and deposit of physical gold in direct proportion to the CXAU users’ digital vault conversion, with fiat currency, (c) coordinate purchase and delivery of physical gold to vaults operated by the Royal Canadian Mint, for reserve on behalf of the CXAU members, (d) coordinate the insurance, audit and storage of the CXAU physical gold reserves, and (e) upon any redemption/liquidation by a CXAU member, convert the CXAU unit value into physical gold, transfer the redemption gold.

~~Dillon Gage also agreed to introduce and use commercially reasonable efforts to promote the Coro platform to its global network of bullion dealers.~~

We anticipate that, under the Coro platform, members will be charged (i) a 0.5% annual storage, insurance and auditing fee, (ii) a 0.5% fee to covert fiat currency into CXAU units, and (iii) a 0.5% (plus shipping and insurance) redemption fee. We will collect and charge such fees from members, and Dillon Gage will be entitled to 50% of such fees for the services Dillon Gage will provide under the master service agreement.

~~We believe the global Fintech industry is experiencing disruption on an unprecedented scale due to the rapid emergence~~new generation of distributed ledger technology (DLT)~~, such as early generation Blockchain and~~ utilizing the ~~new generation Hashgraph.~~

Under DLT technology, two or more parties can forge agreements, make transactions, build value, establish trust, and perform critical business logic, through using smart contracts, without relying on intermediaries to verify their identities.Hashgraph consensus algorithm, (“Hashgraph”). We believe that by reducing transaction costs among all participants in the economy, DLT protocol supports models of peer-to-peer mass collaboration that could make many of the existing financial organization forms redundant.

While Bitcoin, Etherum and other popular cryptocurrency trading platforms based on Blockchain technologies continue to grab headlines, we believe that it is the next generation DLT that will fully disrupt and transform how commerce and the Internet work together.

Numerous crypto ventures promise to change the landscape of the global financial system and the way the world economy is organized. However, we believe most of their crypto products lack conditions to serve as a store of value and as a unit of account, precluding even the most basic financial contracts, such as loans, salaries, or any other contract, where participants care about value over time, to be upheld.

~~The current cryptocurrency market is composed of ICOs and Token sales that are:~~

At the same time we believe the global demand for DLT in finance and investing is greatly outpacing the supply. Thus, we believe growing acceptance of cryptocurrencies as a legitimate form of tender is fueling a need for user-friendly payment applications, Fintech solutions and specialty products and services to better support and secure the growing crypto ecosystem while reducing current valuation volatility and risks.

~~We believe individuals, institutions and governments are in urgent need of truly stable cash alternatives to conduct transactions and store value.~~

~~The Coro platform we are developing will be a fully compliant Digital Vault platform to hold, transact and transfer asset-backed, redeemable, stable and scalable Crypto-Gold.~~

Stable-coins are a class of crypto currencies that seek to maintain price stability with respect to a value indicator. A stable-coin is supposed to provide price stability characteristics for purposes of avoiding volatility and acting as a better unit of account as well as a store of value.

~~Several solutions claiming to be stable-coins are currently available on the market, but most of them do not actually hold physical assets or do not allow their users to redeem their holdings fully.~~

~~None of these 3 types of stable-coins are fully asset backed, redeemable, stable, or scalable~~

~~We anticipate that CXAU will be different from other stable-coins in the following ways:~~

We believe that with a more predictable value, Coro will contribute to a global digital currency economy capable of supporting credit and debt markets, trust-based peer to peer transactions and credible long-term investments.

CXAU is derived from the letter “C,” the universal reference for Cryptocurrency, and the letters “XAU,” which is the symbol used under the ISO 4217 currency standard for one troy ounce of gold.

Gold has managed to maintain its value through the ages and unlike paper currency, coins or other assets it has been a stable way to pass on and preserve the value of wealth from one generation to the next. A central bank or a nation often held gold reserves in order to store value as a guarantee to redeem promises to pay depositors or to secure a currency. The United States is one of the countries with the largest gold reserves amounting to over eight thousand tons.

Historically gold has been an excellent hedge against inflation because of its tendency to increase in value when the cost of living increases. Because of its stability and the rate of return as an investment, it is an attractive commodity.

Digital currencies, such as Bitcoin and Litecoin, have been successful at leveraging Blockchain technology for the transfer of value across borders. But the inherent volatility, lack of asset backing and low transaction speeds have made them a poor choice for real business to be executed through their networks.

~~CXAU is being built on world’s next generation DLT solution Hashgraph Algorithm, which we believe~~ is superior to the ~~early~~current generation ~~Blockchain~~of DLT. Hashgraph is owned by Swirlds, Inc., (“Swirlds”). In December 2018, we entered into a software license agreement with Swirlds to license ~~Hashgraph for the Coro platform.~~Hashgraph.

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

Performance: The ~~platform~~technology is built on ~~the~~ Hashgraph, ~~distributed consensus algorithm,~~ which provides near-perfect efficiency in bandwidth usage and consequently can process ~~hundreds~~upwards of thousands of transactions per second in a single shard (a fully-connected, peer-to-peer mesh of nodes in a network). Consensus latency is measured in seconds, not minutes, hours, or days. (For example, HH’s 500,000 transactions per ~~second vs. Blockchain’s 5-7~~second. To put the speed of our network in perspective its estimated that Visa’s network handles approximately 35,000 transactions per ~~second)~~second.

Security: Hashgraph achieves the ~~gold~~highest standard for security in the field of distributed consensus: asynchronous Byzantine Fault Tolerance (aBFT). Other ~~platforms~~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 ~~platform.~~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 ~~users~~customers a choice to bind verified identities to otherwise anonymous ~~cryptocurrency~~ accounts, which is designed to provide 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 is currently present in the financial system.

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

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

The Company has registered with Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) as a Money Service Business. The Company is in the process of applying for the Money Transmitter License with State government regulators throughout the US.

Blockchain and cryptocurrency regulations are in a nascent state with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses and in cryptocurrencies generally. Regulations will certainly increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environment evolves, we may become subject to new laws, and regulation by the SEC and other agencies.

~~To prevent fraud and illegal activities on the Coro platform, the Company is developing a state of the art compliance on-boarding and transaction monitoring solution to:~~

The Company has hired a Chief Compliance Officer, who has developed the Company’s compliance program and manual. The CCO has been instrumental in the design and development of the compliance on-boarding and monitoring solution. The CCO is also in communication with State regulators, related to the Company’s Money Transmitter license applications.

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

Initially, our marketing efforts will focus on ~~individual~~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 ~~investors and crypto enthusiasts needing access to an easy to use, secure, stable, and transparent digital currency. In this market,~~as money. Customers will have the ~~Company will launch~~choice of sending or receiving gold (XAU) or U.S. dollars (USD) or exchanging between the ~~CXAU mobile app and perfect its functionality.~~

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 ~~user~~customer needs.

Using a combination of qualitative and quantitative methods, the Company ~~is conducting~~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 ~~plans to take~~has taken the following steps:

Launch Strategy: ~~This is currently being executed in anticipation of the April, 2019 Coro mobile app launch. This~~Our launch strategy includes the following:

~~Brand strategy: Under this phase, which we completed, we sought to promote and develop our brand discovery, brand design including messaging and visual identity, and brand content creation.~~

Under this phase, which we completed, we built and developed our CXAU Website, including with respect to website discovery and content, website design, and website development, hosting trials, and website live launch.

~~December 2018 to May 2019 (Marketing Activation, Execution and Launch) (currently in progress):~~

Our goal ~~in this phase~~ 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 ~~have and are utilizing:~~plan to utilize:

~~We also plan to attend industry events, and to leverage key partnerships with Dillon Gage and Hashgraph.~~

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

We anticipate that the primary competition for Coro in the digital payment sector will include CashApp, Venmo, TransferWise and Circle. CashApp is a US based digital payment platform offering peer to peer payments. CashApp operates exclusively in the US offering digital payments in US Dollars. The CashApp platform operates on traditional centralized server technology, slower and less secure. Venmo is the US based digital payment platform, owned and operated by PayPal. Venmo operates in the US and offers users digital peer to peer payments in US Dollars. The Venmo platform also operates on a traditional centralized network. TransferWise is a UK based payment platform. The Company intends to operate on a global basis and offer payments in a variety of currencies. TransferWise also operates on a traditional centralized network. Circle is a US based digital platform offering payments in both US Dollars and British Pounds. The Circle platform operates on a form of Blockchain technology known as Ethereum.

As of ~~the date of this filing,~~April 9, 2020, we have ~~six employees all of whom are full-time.~~2 full-time employees. We consider our relationship with our employees to be good.

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

An investment in the Company’s common stock involves a high degree of risk. Our business, operating results and financial condition could be harmed and the value of our stock could go down as a result of the risk factors described below. This means shareholders could lose all or a part of their investment.

We have a limited operating history under our current business focus, and we may not 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, including,~~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.

As of December 31, 2018, we had a working capital deficit of $486,315. We will need to raise additional funds to complete development of and launch Coro, execute our business plan and maintain and expand our operations. Additional financing may not be available to us on favorable terms, or at all. If we cannot raise needed funds on acceptable terms, the Company’s business and prospects may be materially adversely affected and we may need to curtail or cease operations.

We may not succeed in developing ~~the Coro platform.~~or generating sales of our products.

We have not yet generated revenues from any current products. The development of the Company’s ~~decentralized distributive ledger technology, or DLT, on the Coro platform, and gold-backed CXAU cryptocurrency will be~~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 ~~process~~and commercialization of ~~the DLT, Coro and CXAU,~~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 ~~the DLT, Coro and CXAU,~~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, ~~the DLT, Coro and CXAU, and may substantially increase~~or ability to generate revenue. Further, once we complete development ~~costs, which could negatively affect our business, financial condition and results~~ of ~~operations.~~a product, there is no assurance we will succeed in generating sales from such product. We may not succeed in launching ~~the~~or generating sales of Coro ~~platform by our anticipated launch date, or at all.~~products.

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

There are many ~~alternative gold-backed crypto assets, distributive ledger~~financial technology ~~platforms and blockchain based platforms,~~companies developing money transmission products, and more ~~such alternatives~~competitors are ~~under development by our competitors.~~likely to arrive. 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 successfully compete in our market, which could result in our failure to launch ~~the DLT and CXAU,~~Coro, or otherwise fail to successfully compete. There can be no assurances that we will be able to compete successfully in this environment.

The ~~DLT, Coro and CXAU and any blockchain or~~ 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 ~~any cryptocurrencies we may launch (including the CXAU).~~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 ~~the DLT,~~ Coro, ~~and CXAU,~~ resulting in ~~users~~customers reducing their use of ~~the~~ Coro, ~~platform~~ or stopping ~~using the~~their use of Coro ~~platform~~ altogether.

~~If the CXAU are issued, and if the DLT and Coro are developed and launched, their~~The structural foundation, the software applications and other interfaces or applications upon which ~~they~~Coro may rely or that they will be built upon are unproven, and there can be no assurances that ~~the DLT and Coro~~such planned products and the creating, transfer or storage of ~~the CXAU~~data and funds will be uninterrupted or fully secure, which could result in impermissible transfers, and a complete loss of a ~~holder’s CXAU. The DLT~~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 ~~CXAU~~theft of funds, funds being lost, destroyed or otherwise compromised. Further, ~~the DLT,~~ Coro ~~and CXAU~~ (and any ~~technology, including blockchain~~ 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, ~~the DLT,~~ Coro ~~and CXAU~~ which could result in the loss or theft of ~~CXAU.~~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 ~~the DLT,~~ Coro, ~~and CXAU,~~ resulting in ~~users~~customers reducing their use of ~~the~~ Coro ~~platform~~ or stopping using ~~the~~ Coro ~~platform~~ altogether, which could have a material adverse effect on our business, financial condition and results of operations.

~~Some market participants~~We may ~~oppose the development of distributed ledger~~not be able to raise capital as needed to develop our products or ~~blockchain-based systems like those central to the Company’s commercial mission.~~maintain our operations.

~~Many participants in the global securities~~We expect that we will need to raise additional funds to execute our business plan and ~~commodities trading market, many of which have significantly greater resources, including financial resources and political influence, than the Company,~~expand our operations. Additional financing may ~~oppose the development of capital markets and commodities systems and processes that utilize distributed ledger and blockchain-based systems. The ability of the Company~~not be available to ~~operate and achieve its commercial goals could be adversely affected by any actions of any such market participants that result in additional regulatory requirements~~us on favorable terms, or ~~other activities that make it more difficult for the Company to operate, which could have a material adverse effect~~at all. If we cannot raise needed funds on acceptable terms, the Company’s business ~~financial condition~~ and ~~results of operations.~~prospects may be materially adversely affected.

~~If the DLT is unable to satisfy data protection, security, privacy, and other government and industry-specific requirements, its growth could be harmed.~~

There are a number of data protection, security, privacy, and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Company’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Coro platform, any of which could adversely affect the Company’s business, financial condition and results of operations.

We may face risks of Internet disruptions, which could have an adverse effect on the use of our ~~business..~~products.

A disruption of the Internet may affect the use of our ~~Coro digital gold payment platform.~~products. Generally, our products are dependent upon the Internet. A significant disruption in Internet connectivity could disrupt ~~Coro’s~~ network operations until the disruption is resolved.

~~The impact of geopolitical events on the supply~~Exchange rates are continuously changing and ~~demand for cryptocurrencies is uncertain.~~can be volatile. Coro customers will be exposed to this risk.

~~As an alternative~~The price of gold is continuously changing and has exhibited periods of volatility throughout history. Customers that choose to ~~currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand~~maintain gold balances in XAU but have personal liabilities in USD will be ~~impacted by geopolitical events is largely uncertain but~~exposed to this potential volatility and could ~~be harmful~~incur significant gains or losses when converting from XAU back to ~~us and investors in our securities. Political or economic crises~~USD. This may ~~motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events could have a material adverse on our business, prospects or operations.~~make Coro less appealing to prospective customers.

~~The gold backing the CXAU~~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 ~~held by third party custodians, which are out of our control, and could~~available to customers. Coro will be ~~subject~~reliant on the financial institutions with whom it interacts to ~~loss, damage, theft or restriction on access~~facilitate its services.

~~We anticipate that, when~~ Coro ~~is launched, the CXAU~~ will be ~~backed~~dependent upon the bid/ask spread as provided by ~~physical~~large gold ~~stored securely within a vault, controlled by a custodial trust account. Any failure by~~dealers and LBMA members. In times of market turbulence, it is possible that the ~~custodian~~bid/ask spread could widen significantly thus increasing the cost of transacting between XAU and USD. This may make Coro less appealing to properly secure or insure the gold reserves backing the CXAU, resulting in part or all of the gold backing the CXAU being lost, damaged or stolen, or access to such gold being restricted, whether by natural events (such as an earthquake) or human actions (such as a terrorist attack), could result in a decrease in the value of the CXAU, which could expose the Company to liability and reputational harm and seriously curtail the utilization of the DLT, which could have a material adverse effect on our business, financial condition, or results of operations.prospective customers.

Changes in general economic and business conditions, internationally, nationally and in the markets in which we operate, could have an adverse effect on our business, financial condition, or results of operations.

Our operating results may be subject to factors which are outside of our control, including changes in general economic and business conditions, internationally, nationally and in the markets in which we operate. Such factors could have a material adverse effect on our business, financial condition, or results of operations.

In addition, disruptions 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 business, financial condition and results of 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 ~~the~~our ability to ~~develop~~complete development of, launch and ~~launch the Coro digital gold payment platform,~~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, including Coro and CXAU.~~business. We expect 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 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.

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 ~~the DLT, CXAU, or~~ Coro, if developed and launched, were found to infringe on other parties’ proprietary rights and we are unable to come to terms regarding a license with such parties, we may be forced to modify our products to make them non-infringing or to cease to offer such products altogether, which could adversely affect the Company’s business, financial condition and results of operations.

We ~~will be subject to numerous risks associated with operating a digital asset network~~.

Digital asset networks are a new and rapidly evolving industry and technology. The growth of the crypto asset industry is subject to a high degree of uncertainty. The factors affecting the further development of this industry include, among other things:

As ~~digital assets and blockchain~~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.

WeAn occurrence of an uncontrollable event such as the COVID-19 pandemic may ~~be vulnerable to the development of quantum computing.~~negatively affect our operations.

~~Like all cryptographic systems, crypto assets~~The occurrence of an uncontrollable event such as the COVID-19 pandemic may ~~be vulnerable~~negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to ~~quantum computing. While quantum computers have~~our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not been proven to exist at the date of the date hereof, in the event that they are invented, crypto assets, along with the cryptography used to protect other financial institutions, may be vulnerable and therefore adversely affected unless steps are taken to secure them against such technologies. If quantum computers are developed it is likely that the Company’s business,only impact our operations, financial condition and ~~results of operations may be adversely affected.~~

~~The regulatory regime governing blockchain technologies, cryptocurrencies, tokens and token offerings is uncertain, and new regulations or policies may materially adversely affect the~~ development of our products but our overall ability to react timely to mitigate the ~~DLT, Coro and CXAU.~~

~~Regulation~~impact of tokens, token offerings, cryptocurrencies, blockchain technologies, and distributive ledger technology is currently undeveloped and likely to rapidly evolve, varies significantly among international, federal, state, and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countriesthis event. Also, it may in the future adopt laws, regulations, guidance, or other actions, which could severely impact the development, launch and growth of the DLT, Coro or other platforms that the Company may develop, which could adversely affect the Company’s business, financial condition and results of operations. Failure by the Companyhamper our efforts to comply with ~~any laws, rules,~~our filing obligations with the Securities and ~~regulations, some of which could not exist yet or are subject to interpretation~~Exchange Commission, and ~~may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.~~

As blockchain networks and assets have grown in popularity and market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operation. The SEC has taken various actions against persons or entities misusing crypto assets in connection with fraudulent schemes (i.e., Ponzi scheme), inaccurate and inadequate publicly disseminated information and the use of unregistered securities. The Commodity Futures Trading Commission (“CFTC”), likewise, has determined that bitcoin and other virtual currencies can be treated as commodities under the Commodities Exchange Act (“CEA”), and, based on this determination, the CFTC has applied CEA provisions and CFTC regulations that apply to transactions in commodity options and swaps to the conduct of a bitcoin derivatives trading platform.

Local state regulators such as the New York State Department of Financial Services, Texas, New Hampshire, North Carolina, and Washington have also initiated examinations of crypto assets, blockchain networks, and the regulation thereof, or otherwise amended existing regulatory regimes to include crypto assets and networks within the scope of their purview.

Crypto assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations, or directives that could adversely affect the DLT, Coro and CXAU. Such laws, regulations, or directives may conflict with those of the United States or may directly and negatively impact our business, financial condition and results of operations. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development, launch and growth of the DLT, Coro and CXAU.

~~To the extent that future regulatory actions or policies limit the~~ ability to ~~exchange certain crypto assets~~raise capital on favorable terms, or utilize them for payments, the demand for such assets will be reduced, therefore potentially adversely affecting the viability of the DLT, Coro and CXAU. Furthermore, regulatory actions may limit the ability of end-users to convert crypto assets into fiat currency (e.g., U.S. Dollars) or use them to pay for goods and services. Similarly, regulatory actions could prevent the Company from accessing, purchasing, selling, or transferring crypto assets, and could result in a loss of funds and/or the inability of the Company to operate, therefore affecting the viability of the DLT, Coro and CXAU.

We are currently evaluating, in consultation with legal counsel, the applicability of federal securities laws to our planned Coro platform. Our launch of Coro will be subject to our determination, in consultation with legal counsel, that such launch will be in compliance with federal securities law.

It may be illegal now, or in the future, to acquire, own, hold, sell, or use crypto assets in one or more countries, and ownership of, holding, or trading of crypto assets, such as the CXAU if developed and launched may be considered illegal and subject to sanction.

One or more countries such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell, or use certain (or all) crypto assets or to exchange them for fiat currency. Such an action may also result in the restriction of ownership, holding, or trading, in the CXAU. Such a restriction could harm the Company’s business, financial condition and results of operations.

There is not an active, liquid market for our common stock, and investors may find 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 to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTC 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. Further, there is ~~little~~minimal reported trading in our common stock. These factors may have an adverse impact on the trading and price of our common stock.

The market price of our common stock is ~~and is~~ likely ~~to continue~~ to be highly volatile and subject to wide fluctuations.

~~The~~In the event a more active market for common stock develops, we anticipate that the market price of our common stock iswill be 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 ~~paste~~past been, and may in the future be s considered a “penny stock” and thus be subject to additional sale and trading regulations that may make it more difficult to buy or sell.

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

We do not intend to pay dividends on our common stock for the foreseeable future.

We have paid no dividends on our common stock to date and we do not anticipate paying any dividends to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings to finance our future expansion and for 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 Company.

Our articles of incorporation allow for our board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our Board 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 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 ~~redemption~~withdrawal of the shares, together with a premium, prior to the ~~redemption~~withdrawal of our common stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any shares of preferred stock or to create any series of preferred stock, we may create such series and issue such shares in the future.

Additional stock offerings in the future may dilute then-existing shareholders’ percentage ownership of the Company.

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 or securities convertible or exercisable for shares of common stock, including convertible preferred stock, convertible notes, stock options or warrants. The issuance of additional securities in the future will dilute the percentage ownership of then current stockholders.

Our executive officers, directors, and principal stockholders beneficially own an aggregate of approximately ~~89.8 %~~88% of our outstanding common stock (see “Security Ownership of Certain Beneficial Owners and Management”). In particular, our largest stockholders (Lyle Hauser (directly and through Vantage (an entity he owns), Brian Dorr, and David Dorr) collectively beneficially own an aggregate of approximately 86.1% of our outstanding common stock. As a result, such principal stockholders will be able to exert significant control over the election of the members of our board of directors, our management, and our affairs, and other corporate transactions (such as mergers, consolidations, or the sale of all or substantially all of our assets) that are submitted to shareholders for approval, and their interests may differ from the interests of other stockholders.

We sub-lease, on a month-to-month basis under an arrangement with WeWork, office space located at 78 SW 7th Street, Miami, FL 33130. Our current monthly rent is approximately $1,200. We believe these facilities are suitable and adequate to meet our current business requirements.

We are not party to any material legal proceedings, and our property is not the subject toof any material legal proceedings.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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

As of ~~March 27, 2019,~~April 9, 2020, there were approximately ~~1,086~~1,126 holders of record of our common stock.

The Company has never declared or paid any cash dividends on its common stock and does not expect to pay ~~and~~ any cash dividends for the foreseeable future.

~~As of December 31, 2018, except with respect to Mr. Goode’s employment agreement as set forth below, the Company did not have any securities authorized under any equity compensation plan.~~

In January 2019, the Company adopted the ~~Hash Labs Inc.~~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:

In January 2019, the Company sold 5,000 shares of common stock to an accredited investor for a purchase price of $25,000. In March 2019 the Company sold 5,000 shares of common stock to an accredited investor for a purchase price of $25,000.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.None.

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

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our 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 assumptions associated with these forward-looking statements.

The Company is developing its first Fintech solution using Hashgraph DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

Results of Operations for the years ended December 31, ~~2018~~2019 and ~~2017~~2018

Revenues for the year ended December 31, ~~2018~~2019 totaled ~~$6,485~~$0 compared to revenues of ~~$42,030~~$6,485 during the year ended December 31, ~~2017.~~2018. The decrease of ~~$35,545~~$6,485 is related to the Company’s shift in business. We previously generated revenues from professional service specializing in HIPAA compliant retrieval, reproduction and release of information.

Selling, general and administrative expenses for the year ended December 31, ~~2018~~2019 totaled ~~$2,455,774,~~$3,835,548, an increase of ~~$1,976,755~~$1,379,744 or approximately ~~413%~~56% compared to selling, general and administrative expenses of ~~$479,019~~$2,455,774 for the year ended December 31, ~~2017.~~2018. During the year ended December 31, ~~2018 legal expense,~~2019 consulting fees ~~and compensation to our Chief Executive Office~~ increased significantly. During the year ended December 31, ~~2017,~~2019 the Company incurred ~~expensed~~stock compensation expense and settlement of ~~$818,472 related~~derivative liability of $2,617,291 and $0, respectively, compared to $1,550,995 and $6,088, respectively for the ~~impairment of the software application referred to as the Dino Might program.~~year ended December 31, 2018 which was included in selling general and administrative expenses.

Development expenses for the year ended December 31, ~~2018~~2019 totaled ~~$962,063~~$997,620 compared to $0$962,063 for the year ended December 31, ~~2017. During~~2018. The Company began to incur significant development expense for its planned Coro product in the third quarter of 2018, which continued during the year ended December 31, ~~2018, the Company began the development of the Coro gold-back digital asset platform.~~2019.

Interest expense on ~~convertible~~ debentures for the year ended December 31, 2019 and 2018, was $17,211 and ~~2017, was~~ $606,527, ~~and $36,211~~ respectively. ~~The increase was mainly due to the~~Interest expense ~~incurred with the beneficial conversion feature added to existing notes payable~~ during the year ended December 31, ~~2018.~~2018 included the amortization of $586,921 of beneficial conversion of convertible loans.

Loss on change in fair value of ~~derivate~~derivative liabilities for the year ended December 31, 2019 and 2018 was $0 and ~~2017 was~~ $6,088 ~~and $6,839~~ respectively.

For the reasons stated above, our net loss for the year ended December 31, ~~2018~~2019 was ($~~4,023,967)~~4,850,379) or ($~~0.26)~~0.21) per share, an increase of ~~$2,707,611,~~$826,412 or 21%, compared to net loss of ($~~1,316,356)~~4,023,967), or ($~~8.70)~~0.26) per share, during the year ended December 31, ~~2017.~~2018.

As of December 31, ~~2018,~~2019, we had cash of ~~$223,576,~~$470,800, which compared to cash of ~~$730~~$223,576 as of December 31, ~~2017.~~ 2018. Net cash used in operating activities for the year ended December 31, 2019 was $2,194,996. Our current liabilities as of December 31, 2019 of $333,933 consisted of: $153,551 for accounts payable and accrued liabilities, and note payable – related party of $180,382.

During the year ended December 31, 2019 the Company entered 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 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 repaid $50,000 of a convertible loan to a related party and exchanged the remaining $50,000 into 10,000 shares of common stock valued at $50,000.

Net cash used in operating activities for the year ended December 31, 2018 was $1,653,420. Our current liabilities as of December 31, 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 repaid two related parties a total of ~~$101,935.~~$101,935

We anticipate that we will need to raise additional capital to execute our business plan, which may not be available on acceptable terms, or at all. If we raise funds through the sale of common stock or securities convertible into common stock, it may result in substantial dilution to our then-existing stockholders.

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.

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

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

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.

There were various ~~updated~~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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that has superseded nearly all existing revenue recognition guidance under current U.S. GAAP and replaced it with a principle based approach for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.

The Company’s primary source of revenue has been from providing a professional service that specializes in HIPAA compliant retrieval, reproduction and release of information. Orders are fulfilled as requested, then invoiced. Once payment is received, revenue is recognized when records are delivered. (The Company no longer performs this service and has not yet begun generating revenue under its new business focus.)

During the fourth quarter of 2017, the Company finalized its assessment related to the new standard and determined that the timing of revenue recognition related to the Company’s revenues will remain consistent between the new standard and the previous standard. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective method, and there was no cumulative adjustment to retained earnings.

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

To the Board of Directors and Stockholders of ~~Hash Labs,~~Coro Global Inc.

We have audited the accompanying consolidated balance sheets of ~~Hash Labs,~~Coro Global Inc. (the Company) as of December 31, 2019 and 2018, and the related statements of ~~income, comprehensive income,~~operations, stockholders’ ~~deficit,~~equity (deficit), and cash flows for the ~~year~~years 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 ~~year~~years then ended in conformity with accounting principles generally accepted in the United States of America.

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 ~~$4,023,967,~~$4,850,379 and an accumulated deficit of ~~$34,275,342 and a working capital deficit of $486,315.~~$39,125,811. These factors 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~~uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Coro Global Inc.

~~To the Shareholders and Board of Directors of~~

(Formerly known as Hash Labs Inc.)

~~Opinion on the Financial Statements~~

We have audited the accompanying consolidated balance sheet of Hash Labs, Inc. and its subsidiary (collectively, the “Company”) as of December 31, 2017, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, 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.

~~Going Concern Matter~~

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company 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 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 the Company’s financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

~~/s/ MaloneBailey, LLP~~

~~www.malonebailey.com~~

~~We served as the Company’s auditor from 2016 through 2019.~~

~~Houston, Texas~~

~~May 10, 2018~~

Consolidated Balance Sheets

~~F-2~~

~~Hash Labs, Inc~~

~~Consolidated Balance Sheets~~

December 31, December 31,
2018 2017
Assets
Current assets
Cash $ 223,576 $ 730
Merchant services reserve - 2,938
Total current assets 223,576 3,668

Equipment, net 9,715 -
Dino Might program 1,979 1,979
Total assets $ 235,270 $ 5,647

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities $ 223,067 $ 282,849
Bank overdraft - 1,577
Deferred compensation 300,995 -
Note payable - related party 100,000 606,145
Convertible debenture, net  - related party 85,829 19,055
Derivative liability convertible note - 19,406
Total current liabilities 709,891 929,032

Commitments and Contingencies (Note 9) - -

Stockholders’ deficit
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively - -
Preferred stock Series C, $0.0001 par value: 7,000 authorized, 0 and 7,000 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively - 1
Common stock, $.0001 par value: 700,000,000 authorized; 22,848,246 and 151,277 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively 2,285 15
Additional paid-in capital 33,798,526 29,328,064
Accumulated deficit (34,275,432 ) (30,251,465 )
Total stockholders’ deficit (474,621 ) (923,385 )
Total liabilities and stockholders’ deficit $ 235,270 $ 5,647
~~The accompanying notes are an integral part of these consolidated financial statements.~~
~~F-3~~
~~Hash Labs, Inc.~~
~~Consolidated Statements of Operations~~
For the years ended
December 31,
2018 2017
Revenue $ 6,485 $ 42,030

Operating expenses
Selling, general and administrative expenses 2,455,774 479,019
Amortization expenses
- 5,614
Development expense 962,063 -
Impairment of Dino Might Program -
818,472

Write off of Domain names - 12,231
Total operating expenses 3,417,837 1,315,336

Loss from operations (3,411,352 ) (1,273,306 )

Other expenses
Interest expense (606,527 ) (36,211 )
Change in fair value of derivative liabilities (6,088 ) (6,839 )
Total other expenses (612,615 ) (43,050 )

Net loss $ (4,023,967 ) $ (1,316,356 )

Net loss per common share: basic and diluted $ (0.26 ) $ (8.70 )

Weighted average common shares outstanding: basic and diluted 15,650,460 151,277
December 31, December 31,
2019 2018

Assets
Current assets
Cash $ 470,800 $ 223,576
Prepaid expenses 6,718 -
Total current assets 477,518 223,576

Equipment, net 7,722 9,715
Dino Might program 1,979 1,979
Total assets $ 487,219 $ 235,270

Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities $ 153,551 $ 223,067
Deferred compensation - 300,995
Note payable - related party 180,382 100,000
Convertible debenture, net - related party - 85,829
Total current liabilities 333,933 709,891

Commitments and Contingencies (Note 7) - -

Stockholders' Equity (deficit)
Preferred stock, $.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively - -
Preferred stock Series C, $0.0001 par value: 7,000 designated 0 and 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively - -
Common stock, $.0001 par value: 700,000,000 authorized; 24,129,746 issued and 23,372,746 outstanding as of December 31, 2019 and 22,848,246 issued and outstanding as of December 31, 2018 2,337 2,285
Additional paid-in capital 39,276,760 33,798,526
Accumulated deficit (39,125,811 ) (34,275,432 )
Total stockholders' Equity (deficit) 153,286 (474,621 )
Total liabilities and stockholders' Equity (deficit) $ 487,219 $ 235,270

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

Coro Global Inc.
(Formerly known as Hash Labs Inc.)
Consolidated Statements of Operations
For the years ended
December 31,
2019 2018
Revenue $ - $ 6,485

Operating expenses
Selling, general and administrative expenses 3,835,548 2,455,774
Development expense 997,620 962,063
Total operating expenses 4,833,168 3,417,837

Loss from operations (4,833,168 ) (3,411,352 )

Other expenses
Interest expense (17,211 ) (606,527 )
Change in fair value of derivative liabilities - (6,088 )
Total other expenses (17,211 ) (612,615 )

Net loss $ (4,850,379 ) $ (4,023,967 )

Net loss per common share: basic and diluted $ (0.21 ) $ (0.26 )

Weighted average common shares outstanding: basic and diluted 23,088,483 15,650,460
The accompanying notes are an integral part of these consolidated financial statements.

Coro Global Inc.
(Formerly known as Hash Labs Inc.)
Consolidated Statements of Changes in Stockholders' Equity (Deficit)
For the Years Ended December 31, 2019 and 2018

~~F-4~~
~~Hash Labs, Inc.~~
~~Consolidated Statements of Cash Flows~~
For the years ended
December 31,
2018 2017
Cash flows from operating activities
Net loss (4,023,967 ) (1,316,356 )
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services 1,550,995 -
Amortization expense of debt discount 586,921 5,614
Impairment of Dino Might Program - 818,472
Write off of Domain names - 12,231
Change in derivative liability - 6,839
Depreciation 249 -
Change in derivative liability - convertible debentures 6,088 -
Changes in operating assets and liabilities
Merchant services reserve 2,938 -
Accrued interest - convertible debenture
5,387
1,768
Accrued interest - note payable
17,688
34,443
Accounts payable and accrued liabilities
200,281
159,924
Net cash used in operating activities (1,653,420 ) (277,065 )

Cash flows from investing activities
Purchase of Equipment (9,964 ) -
Cash paid for Domain names - (17,845 )
Net cash used in investing activities (9,964 ) (17,845 )

Cash flow from financing activities
Bank overdraft (1,577 ) 1,577
Repayments on  notes payable - related party (101,935 ) (4,330 )
Proceeds from notes payable - related party 82,075 285,275
Proceeds from convertible note - related party 41,000 -
Proceeds from issuance of common stock 1,866,667 -
Net cash provided by financing activities 1,886,230 282,522

Net increase (decrease) in cash and cash equivalents 222,846 (12,388 )
Cash and cash equivalents at beginning of period 730 13,118
Cash and cash equivalents at end of period $ 223,576 $ 730

Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,285 $ -
Cash paid for income taxes $ - $ -

Non-cash investing and financing activities:
Debt discount due to beneficial conversion $ 586,921 $ -
Common stock issued from conversion of preferred stock $ 1 $ -
Common stock issued from conversion of debt and accrued interest $ 484,650 $ -
Forgiveness of accrued salary related-party $ 239,000 $ -
Forgiveness of accrued  interest related-party $ 19,999 $ -
Extinguishment of derivative $ 25,494 $ -
Purchase from related party of Dino Might program with preferred stock issuance $ - $ 820,451
Adjustment for fractional shares issued due to reverse split $ - $ 1
Expenses paid by Director $ - $ 3,200
Preferred Series C Common Stock Additional
Shares Par Shares Par Paid-in Accumulated
Outstanding Amount Outstanding Amount Capital Deficit Total
Balance December 31, 2017 7,000 1 151,277 $ 15 $ 29,328,064 $ (30,251,465 ) $ (923,385 )
Forgiveness of accrued salary related party - - - - 239,000 - 239,000
Forgiveness of accrued interest related party - - - - 19,999 - 19,999
Extinguishment of derivative liability - - - - 25,494 - 25,494
Conversion of notes payable to common stock - - 17,950,000 1,795 482,855 - 484,650
Common stock issued for services - - 500,000 50 1,249,950 - 1,250,000
Beneficial conversion feature on debt - - - 586,921 - 586,921
Conversion of notes payable and preferred stock to common stock (7,000 ) (1 ) 350,000 35 (34 ) - -
Sale of common stock - - 3,896,969 390 1,866,277 - 1,866,667
Net loss - - - - - (4,023,967 ) (4,023,967 )
Balance December 31, 2018 - - 22,848,246 2,285 $ 33,798,526 (34,275,432 ) (474,621 )
Sale of common stock - - 482,000 48 2,409,952 - 2,410,000
Common stock issued for services - - 32,500 3 168,872 - 168,875
Common stock issued for conversion of deferred compensation - - - 2,162,408 - 2,162,408
Common stock issued for conversion of note payable - - 10,000 1 49,999 - 50,000
Amortization of stock compensation - - - - 687,003 - 687,003
Net loss - - - - - (4,850,379 ) (4,850,379 )
Balance December 31, 2019 - $ - 23,372,746 $ 2,337 $ 39,276,760 $ (39,125,811 ) $ 153,286

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


~~F-5~~

Coro Global Inc.
(Formerly known as Hash Labs Inc.)
Consolidated Statements of ~~Changes in Stockholders’ Deficit~~
~~For the Years Ended December 31, 2018 and 2017~~
Cash Flows

Preferred Series C Common Stock Additional
Shares Par Shares Par Paid-in Accumulated
Outstanding Amount Outstanding Amount Capital Deficit Total
Balance December 31, 2016 - $ - 143,780 $ 14 $ 28,507,615 $ (28,935,109 ) $ (427,480 )
Preferred shares series C issued for purchase of intangible asset 7,000 1 - - 820,450 - 820,451
Shares issued for fractional shares from stock split - - 7,497 1 (1 ) - -

Net loss - - - - - (1,316,356 ) (1,316,356 )
Balance December 31, 2017 7,000 $ 1 151,277 $ 15 $ 29,328,064 $ (30,251,465 ) $ (923,385 )

Foregivenss of accrued salary related party - - - - 239,000 - 239,000
Foregivenss of accrued interest related party - - - - 19,999 - 19,999
Extingishment of derivative liability - - - - 25,494 - 25,494
Conversion of notes payable to common stock - - 17,950,000 1,795 482,855 - 484,650
Common stock issued for services - - 500,000 50 1,249,950 - 1,250,000
Beneficial conversion feature on debt - - - - 586,921 - 586,921
Conversion of notes payable and preferred stock to common stock (7,000 ) (1 ) 350,000 35 (34 ) - -
Sale of common stock - - 3,896,969 390 1,866,277 1,866,667
Net loss - - - - - (4,023,967 ) (4,023,967 )
Balance December 31, 2018 - $ - 22,848,246 $ 2,285 $ 33,798,526 $ (34,275,432 ) $ (474,621 )
For the years ended
December 31,
2019 2018
Cash flows from operating activities
Net loss (4,850,379 ) (4,023,967 )
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services 2,617,291 1,550,995
Amortization expense of debt discount 10,000 586,921
Depreciation 1,993 249
Amortization of prepaid expenses 93,282
Change in derivative liability - convertible debentures - 6,088
Changes in operating assets and liabilities
Merchant services reserve - 2,938
Accrued interest - convertible debenture - 5,387
Accrued interest - notes payable - 17,688
Accounts payable and accrued liabilities (67,183 ) 200,281
Net cash used in operating activities (2,194,996 ) (1,653,420 )

Cash flows from investing activities
Purchase of Equipment - (9,964 )
Net cash used in investing activities - (9,964 )

Cash flow from financing activities
Bank overdraft - (1,577 )
Repayments on notes payable - related party (67,780 ) (101,935 )
Proceeds from notes payable - related party 100,000 82,075
Proceeds from convertible note - related party - 41,000
Proceeds from related party 3,000 1,866,667
Repayments to related party (3,000 ) -
Proceeds from issuance of common stock 2,410,000 -
Net cash provided by financing activities 2,442,220 1,886,230

Net increase in cash and cash equivalents 247,224 222,846
Cash and cash equivalents at beginning of year 223,576 730
Cash and cash equivalents at end of year $ 470,800 $ 223,576

Supplemental disclosure of cash flow information:
Cash paid for interest $ 9,920 $ 1,285
Cash paid for income taxes $ - $ -

Non-cash investing and financing activities:
Conversion of Convertible debentures related party to non convertible $ 88,162 $ -
Reclassification of derivative liability to additional paid in capital $ 2,162,408 $ -
Common stock issued conversion for conversion of notes payable - related party $ 50,000 $ -
Common stock issued for prepaid consulting services $ 100,000 $ -
Debt discount due to beneficial conversion $ - $ 583,921
Common stock issued from conversion of preferred stock $ - $ 1
Common stock issued from conversion of debt and accrued interest $ - $ 484,560
Forgiveness of accrued salary related-party $ - $ 239,000
Forgiveness of accrued  interest related-party $ - $ 19,999
Extinguishment of derivative associated with related party note $ - $ 25,494

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

~~F-6~~

Coro Global Inc.
(Formerly known as Hash Labs Inc.)
Notes to the Audited Consolidated Financial Statements
For The Years Ended December 31, ~~2018~~2019 and ~~2017~~2018

NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT 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 subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018. ~~The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger.~~

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

Nature of Business Operations

Coro 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. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a 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. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties.
~~In October 2017, the name of~~On September 14, 2018 the Company ~~was changed to Tech Town Holdings, Inc. to reflect~~formed a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects.
~~Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus.~~wholly owned subsidiary Coro Corp. The Company ~~has since concentrated its focus~~is focused on dynamic global growth opportunities in the financial technology, or Fintech ~~industry, with an emphasis on emerging Blockchain or distributed ledger~~industry. The Company is developing products and technology ~~(“DLT”).~~solutions for global payments and the financial industry. Effective ~~March 2, 2018,~~January 9, 2020, the Company changed its name to ~~Hash Labs~~Coro Global Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

Going Concern
The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018.

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 ~~and working capital deficit~~ raise substantial doubt about the Company’s ability to continue as a going concern.
We will need to raise additional capital in order to continue operations. The Company’s ability to obtain additional financing ~~depends on~~may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control.
~~F-7~~
~~We will need to raise additional~~ Additional capital ~~in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will~~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.

Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail or cease our operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. These financial statements do not include any adjustments that might arise from this uncertainty.

Cash and Cash Equivalents

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

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating ~~account is not~~accounts 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 no$8,994 and $0, respectively for advertising costs for the years ended December 31, ~~2018~~2019 and ~~2017.~~2018.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
~~F-8~~

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.

Depreciation/
Amortization
Asset Category Period
Computer equipment 5 Years
Computer software 3 Years

Computer and equipment costs consisted of the following:

December 31,
2018
December 31,
2019 December 31,
2018

Computer equipment $ 9,964 $ 9,964 $ 9,964
Accumulated depreciation (249 ) (2,242 ) (249 )
Balance $ 9,715 $ 7,722 $ 9,715

Depreciation expense was $1,993 and $249, ~~and $0~~respectively for the years ended December 31, ~~2018~~2019 and ~~2017,~~2018, respectively.

Revenue Recognition

~~The~~Effective January 1, 2018, the Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements.
Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold.
~~The Company accounts for~~ revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic ~~606~~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 ~~was~~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 at the ~~beginning of fiscal year 2018~~standard using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial.approach effective January 1, 2018. The adoption of ~~these standards~~this guidance did not have a material impact on ~~the Company’s statements of operations during the year ended December 31, 2018.~~our financial statements.

Fair Value of Financial Instruments

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

The carrying amounts of these items approximated fair value.

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

~~F-9~~
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 as of December 31, 2018 and December 31, 2017 are described below:~~
Fair Value Measurements
Level 1 Level 2 Level 3 Total
December 31, 2018:
Liabilities
Derivative Liabilities $      - $     - $    - $     -
Total $ - $ - $ - $ -

December 31, 2017:
Liabilities
Derivative Liabilities $ - $ - $ 19,406 $ 19,406
Total $ - $ - $ 19,406 $ 19,406
~~Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.~~

Impairment of Long Lived Assets

In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ASC 360-10 relates to assets that can be amortized and the life can be determinable. The Company reviews property and equipment and other long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparison of the asset’s carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable. ~~At December 31, 2017,~~

Leases
In February 2016, the ~~Company determined there was~~FASB issued ASU 2016-02,Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an ~~impairment on~~asset that represents the ~~Domain Name assets. As~~lessee’s right to use, or control the use of, a ~~result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized~~specified asset for the ~~Dino Might program in~~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 ~~amount~~lessee accounting model. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ~~$818,422. The impairment~~this ASU did not have a material impact on ~~both assets was due to limited to no cash flow expected to be generated.~~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 ~~145,712,968~~0 and ~~4,563~~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 ~~ending~~ended December 31, ~~2018~~2019 and ~~2017.~~2018.
~~F-10~~

Management Estimates

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

Stock Based Compensation

The Company accounts for employee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company accounts for nonemployee compensation related to stock, options or warrants using a fair value-based method whereby compensation cost is measured at the earlier of a commitment date or completion of services based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date.

Reclassifications

Certain ~~2017~~2018 balances have been reclassified in the ~~2018~~2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements

~~In February 2016, the FASB issued ASU 2016-02,~~~~Leases~~, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.
All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

OnEffective May 18, 2018, the Company appointed J. Mark Goode as the ~~new~~ President and Chief Executive Officer of the ~~Company, effective May 18. 2018.~~Company. He was also appointed a member and Chairman of the Board of Directors of the Company.

The Company entered into an employment agreement on May 18, 2018 with Mr. Goode, which provides for an annual salary and certain other benefits. Pursuant to the employment agreement, Mr. Goode’s annual base salary is $96,000, which may increase to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’s performance and is subject to increases as set from time to time by the Board. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). ~~After~~Pursuant to the initial terms of the employment agreement, after one year of employment by the Company as the Chief Executive Officer, the Company ~~will~~agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company ~~will~~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 ~~will~~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:
~~F-11~~ ● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and

● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement).

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

3. NOTES PAYABLE – RELATED PARTY

~~During~~On July 15, 2016, the ~~year ended December 31, 2016,~~Company issued a 7% promissory note to a significant shareholder in the principal amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into ~~eight unsecured 7% Promissory Notes~~an exchange agreement with The Vantage Group Ltd. (“Vantage”), which held the note, pursuant to which Vantage exchanged a ~~significant shareholder totaling $222,000. During~~portion of this note, in the ~~year ended~~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, ~~2017,~~2019 and 2018:
At
December 31,
2019 At
December 31,
2018
Note Payable $ - $ 100,000
Accrued interest $ 19,438 $ 17,688
On January 14, 2019, the Company entered into ~~seventeen additional unsecured~~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% ~~Promissory Notes totaling $215,500. The notes mature four to twelve months from issuance and total $437,500.~~per year, due upon maturity. As of December 31, ~~2017, $300,000~~2019, the note had a balance of ~~the notes were in default.~~ $70,382 and accrued interest of $5,438.
On ~~April 3, 2018,~~January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged ~~outstanding~~the remaining amount due on a convertible promissory ~~notes~~note of the Company, ~~in the aggregate principal amount of $518,225~~equal to $17,780 (including accrued interest) held by Vantage for a new ~~convertible~~non-convertible promissory note of the Company in the principal amount of ~~$518,225~~
December 31,
2017

Notes payable – related party at beginning of period 222,000
Borrowings on notes payable – related party 215,500
Notes payable – related party 437,500
Accrued interest $ 33,103
$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 19, 2019.

On ~~July 15, 2016,~~February 28, 2019, the Company ~~entered into an unsecured 7%~~issued a promissory note ~~with a significant shareholder~~ in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020. Following the maturity date, the note bears a ~~one-year term and was~~9% annual interest rate until paid in ~~default as~~full. As of December 31, ~~2017 and December 31, 2018.~~2019, the note had a balance of $110,000.

~~The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018 and 2017:~~
At December 31, 2018 At December 31, 2017
Notes payable $ 100,000 $ 100,000
Accrued interest $ 17,688 $ 10,688
During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the then-CEO of the Company; total expenses paid directly by the then-CEO of the Company was $3,200. During the year ended December 31, 2017, the Company repaid $4,330 to the then-CEO, and the amount due to the then-CEO was $3,145 as of December 31, 2017. During the year ended December 31, 2018, the Company repaid ~~$3.220~~$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.

~~4. CONVERTIBLE DEBENTURE – RELATED PARTY~~

During the year ended December 31, 2016, the Company entered into eight unsecured 7% promissory notes with a significant shareholder (the Vantage Group Ltd. (“Vantage”)). During the year ended December 31, 2017, the Company entered into additional unsecured 7% promissory notes with Vantage totaling $215,500. During the first quarter of 2018, the Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. The notes matured four to 12 months from issuance. 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 price of $0.027. The Company recorded a debt discount of $518,225 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $518,225 of the debt discount.
The Company evaluated the modification under ASC 470-50 and concluded the ~~addition~~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.

~~The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815,~~~~“Derivatives and Hedging”~~ ~~and determined that the instrument does not qualify for derivative accounting.~~
The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.
~~F-12~~
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 (which had been originally held by Vantage) in the principal amount (including accrued interest) of $243,000.
~~During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.~~
~~The balance of these notes payable to related party as of December 31, 2018 and 2017 is as follows:~~
December 31,
2018

Notes payable – related party at beginning of period $ 437,500
Reclassification of accrued interest to note balance 39,725
Borrowings on notes payable – related party 41,000
Beneficial conversion feature (518,225 )
Reclassification to paid in capital of beneficial conversion for conversion to common stock 492,745
Conversion to common stock (484,650 )
Repayments (16,715 )
Amortization of beneficial conversion feature
25,480
Notes payable – related party $ 16,860
Accrued interest $ 1,816
During the year ended December 31, 2017, the Company entered into five unsecured 7% promissory notes with a significant shareholder (Lyle Hauser, who owns Vantage) totaling $65,500 was in default. 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 conversion price of $0.0005. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $68,696 of the debt discount.
The Company evaluated the modification under ASC 470-50 and concluded the addition 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.
~~F-13~~
~~The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815,~~~~“Derivatives and Hedging”~~ ~~and determined that the instrument does not qualify for derivative accounting.~~
The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.
~~The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018:~~
December 31,
2018 December 31,
2017
Notes payable at beginning of period $ 68,969 $ -
Borrowings on notes payable - 65,500
Beneficial conversion (68,696 ) -
Amortization of beneficial conversion feature 68,696 -
Notes payable – related party $ 68,969 $ 65,500

Accrued interest $              3,571 $ 3,469
The Company entered into two 10% convertible debentures with a significant shareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. On June 29, 2018 the significant shareholder forgave the amounts owed, which was effective as of April 3, 2018. The Company recorded a capital contribution of $19,999 during the year ended December 31, 2018.
~~The changes in these outstanding convertible notes payable to related party consisted of the following during years ended December 31, 2018 and 2017:~~
December 31,
2018 December 31,
2017
Convertible debenture – related party at beginning of period $ 19,055 $ 17,287
Forgiveness (19,999 ) -
Accumulated interest 944 1,768
Convertible debenture – related party at end of period $ - $ 19,055
5.4. INTELLECTUAL PROPERTY
In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845. Amortization expense for the year ended December 31, 2017 totaled $5,614 As of December 31, 2017, the domain names were written off in the amount of $12,231.
~~F-14~~

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. ~~The~~In 2017 the Company ~~has~~ recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of December 31, 2019, the Dino Might asset balance was $1,979.

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

As noted above, the Company entered into two 10% convertible debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price. During the year ended December 31, 2015 $40,000 of the note was converted and $70,000 was repaid. On June 29, 2018 the significant shareholder forgave the accrued interest, which was effective as of April 3, 2018. The Company recorded a capital contribution of $25,494 during the year ended December 31, 2018.
~~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 expired four years from the date of grant. During the first two years of grant, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would 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 were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would 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 was 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).
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.
~~These warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2015.~~
As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price.
~~F-15~~
The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value).
Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during the the year ended December 31, 2018 and 2017.
December 31,
2018 December 31,
2017
Risk-free interest rate at grant date 0.45 % 0.45 %
Expected stock price volatility 244 % 228 %
Expected dividend payout - -
Expected option in life-years 1 1
~~The change in fair value of the conversion option derivative liability consisted of the following during the years ended December 31, 2018 and 2017:~~
December 31,
2018 December 31,
2017
Conversion option liability (beginning balance) $ 19,406 $ 12,567
Reclassification to additional paid in capital (25,494 )
Loss on changes in fair market value of conversion option liability 6,088 6,839
Net conversion option liability $ - $ 19,406
~~Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018 and $6,839 for the year ended December 31, 2017.~~
~~F-16~~
7.5. 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, as discussed below. The Series C Preferred Stock was convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock would be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more.2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April ~~2018, as discussed below.~~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 September 29, 2017, the Company issued 7,000 shares of Series C Preferred Stock in connection with an asset purchase agreement (see Note 5). The value of the shares issued amount to $820,451. The valuation of the shares was determined by an independent financial analyst. The shares were converted to common stock in April 2018, as discussed below.
On October 25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which a one-for-200 reverse split of its common stock was affected, and the Company changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split.
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 price 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 conversion price of $0.0005. ~~Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder.~~ The Company recorded a debt discount of $68,696 for the fair value of the beneficial 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. ~~See Note 4.~~ The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 5.6.

~~F-17~~

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 ~~$1,866,666.~~$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:
● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and
● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement).
On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. 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.

8.6. DERIVATIVE LIABILITIES
The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value).
Due to the variable conversion rates, the Company treats the convertible debenture as a derivative liability in accordance with the provisions of ASC 815 “Derivatives and Hedging” (ASC 815). ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that potentially settle in an entity’s own common stock. The fair value of the conversion options was determined using the Black-Scholes Option Pricing Model and the following significant assumptions during the year ended December 31, 2018.
December 31,
2018
Risk-free interest rate at grant date 0.45 %
Expected stock price volatility 244 %
Expected dividend payout -
Expected option in life-years 1
The change in fair value of the conversion option derivative liability consisted of the following during the year ended December 31, 2018:
December 31,
2018
Conversion option liability (beginning balance) $ 19,406
Reclassification to additional paid in capital (25,494 )
Loss on changes in fair market value of conversion option liability 6,088
Net conversion option liability $ -
Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018.
7. COMMITMENTS AND CONTINGENCIES

From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. (“BIG”) to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019.
On August 3, 2018 the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing ~~strategy for the Company’s intended digital gold project. During the 3~~^rd ~~quarter~~strategy. As of ~~2018,~~December 31, 2019, REQ has completed its engagement with the Company ~~collaborated with REQ to create Coro as the new brand for its intended digital gold technology platform~~ and ~~mobile application. REQ is supporting~~ the Company ~~with the creative design, website development, video production, marketing, public relations and advertising strategy related~~owed $17,500 to ~~the launch of its intended Coro digital gold transaction platform.~~ REQ, ~~receives monthly payments~~ which ~~will total $230,500 for services performed for 12 months of services, leading up to the launch of the intended Coro mobile application.~~has since been paid.

In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The ~~term on of the agreement is one year and the~~ Company is obligated to pay a first year licensing fee of $225,000 which will be due to prior to launch of the Coro product and a fee for ~~15 nodes payable on February 28, 2019 and~~ additional nodes at ~~$3,000~~$15,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The ~~agreements~~agreement automatically ~~renew~~renews for an additional one year and the fees may not increase more than 1%.

~~9. INCOME TAXES~~
~~2017 U.S. Tax Reform~~
~~The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.~~
~~The significant components of the Company’s net deferred tax assets are as follows for the years ended December 31:~~
2018 2017
Deferred tax assets:
Net operating loss carryforwards $ 4,966,666 $ 3,775,351
Total deferred tax assets 4,966,666 3,775,351
Valuation allowance (4,966,666 ) (3,775,351 )
Net deferred tax assets $ - $ -
~~F-18~~
F-15

~~FASB ASC 740,~~~~Income Taxes,~~~~requires a valuation allowance to reduce~~On March 9, 2020, the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance of $4,966,666 and $3,775,351 against its net deferred taxes is necessary as of December 31, 2018 and December 31, 2017, respectively. The change in valuation allowance for the years ended December 31, 2018 and 2017 is $1,191,315 and $1,320,415, respectively.Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”). See Note 10.

~~At December 31, 2018 and December 31, 2017, respectively, the Company had approximately $19,596,000 and $17,977,860, respectively, of U.S. net operating loss carryforwards remaining.~~
As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.
~~Tax returns for the years ended December 31, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service.~~
~~A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31:~~
2018 2017

Federal statutory taxes (21.00 )% (21.00 )%
State income taxes, net of federal tax benefit (4.35 )% (4.35 )
Nondeductible items - -
Change in tax rate estimates - -
Change in valuation allowance 25.35 % 25.35
- % - %
~~10.~~8. RELATED PARTY

~~Michael Delin,~~On July 15, 2016, the Company issued an unsecured 7% promissory note to a ~~former director~~significant shareholder in the amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the ~~Company, provided accounting services~~note was extended to June 30, 2019. On April 12, 2019, the Company ~~through~~entered into an ~~entity he owned. During~~exchange agreement with Vantage, which held the ~~years ended December 31, 2017~~note, pursuant to which Vantage exchanged a portion of this note, in the ~~Company paid Mr. Delin $9,500~~amount of $50,000, for ~~such services.~~
~~On May 18, 2018, the Company appointed Mark Goode as the new President and Chief Executive Officer~~10,000 newly issued shares of ~~the Company, effective May 18. 2018. He was also appointed a member and Chairman of the Board of Directors~~common stock of the Company. The Company ~~has entered into an employment agreement on May 18, 2018 with Mr. Goode. See Note 2 above.~~repaid the remaining balance of $50,000.

~~11. SUBSEQUENT EVENTS~~
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 ~~$70,384~~$70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of ~~$70,384.~~$70,382. The new note had an original maturity date of March 31, 2019, which ~~was~~has been extended to June 30, ~~2019,~~2020 (see Note 10), and bears interest at the rate of 7% per year, due upon maturity. ~~Mr. Hauser is the Company’s largest stockholder.~~Accrued interest at December 31, 2019 amounted to $4,927.

On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which ~~was~~has been extended to ~~June 30,~~December 31, 2019, and bears interest at the rate of 7% per year, due upon maturity. ~~Vantage is owned by Lyle Hauser.~~Accrued interest at December 31, 2019 amounted to $1,245. . The Company repaid note in full on November 19, 2019.

On January 21, 2019 the Company entered into a subscription agreement with an investor pursuant to which the Company sold 5,000 shares of the Company’s common stock, for an aggregate purchase price equal to $25,000.

On February 28, 2019, the Company ~~executed~~issued a ~~$110,000 related party~~ promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of ~~$10,000.~~$10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, ~~2019.~~2020 (see Note 10). Following the maturity date, the note bears a 9% annual interest rate until paid in full. Accrued interest at December 31, 2019 amounted to $4,927.
During the year ended December 31, 2019 the Company paid Dorr Asset Management consulting fees and expenses of $107,306. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.
9. INCOME TAXES
A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate of 21% is as follows for the years ended December 31:
2019 2018

Federal statutory taxes (21.00 )% (21.00 )%
State income taxes, net of federal tax benefit (4.35 )% (4.35 )
Nondeductible items - -
Change in tax rate estimates - -
Change in valuation allowance 25.35 % 25.35
- % - %
The significant components of the Company’s net deferred tax assets are as follows for the years ended December 31:
2019 2018
Deferred tax assets:
Net operating loss carryforwards $ 5,514,632 $ 4,966,666
Total deferred tax assets 5,514,632 4,666,666
Valuation allowance (5,514,632 ) (4,966,666 )
Net deferred tax assets $ - $ -
FASB ASC 740,Income Taxes,requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance of $5,514,632 and $4,966,666 against its net deferred taxes is necessary as of December 31, 2018 and December 31, 2017, respectively. The change in valuation allowance for the years ended December 31, 2019 and 2018 is $547,966 and $1,191,315, respectively.
At December 31, 2019 and December 31, 2018, respectively, the Company had approximately $21,758,000 and $19,956,000, respectively, of U.S. net operating loss carryforwards remaining.
As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.
Tax returns for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 are subject to examination by the Internal Revenue Service.

10. SUBSEQUENT EVENTS

On March ~~6, 2019~~9, 2020, the Company entered into ~~a subscription~~an engagement agreement with Aegis Capital Corp. (“Aegis”), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering is completed, the agreement contemplates, that (subject to execution of an ~~investor~~underwriting agreement for the offering) Aegis will be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. The agreement has a term that ends six months from the date thereof or upon completion of the proposed offering.
From January 1, 2020 to March 31, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold ~~5,000~~an aggregate of 200,000 shares of ~~the Company~~ common stock for an aggregate purchase price ~~equal to $25,000.~~of $1,000,000.
Between January 3, 2020 to March 17, 2020, the Company repaid $100,000 of loans due to Vantage.
On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32,as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 has been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock.
On April 8, 2020, the Company issued and sold to an accredited investor 5,000 shares of common stock for a purchase price of $25,000.
The Company’s operation has been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which is subject to a “stay at home” order effective March 26, 2020, until the expiration of the existing State of Emergency. The Company is not considered an “essential” business and has closed its office. Until this stay at home order is lifted and the Company can resume its normal operations, the impact of the Covid-19 pandemic on the Company is unknown.
~~F-19~~
F-18

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure and Control Procedures

Management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

● Our chief executive officer also functions as our principal financial officer. As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports.

● We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

● Documentation of all proper accounting procedures is not yet complete.

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

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

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

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2018~~2019 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

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

In conducting his evaluation, our principal executive officer and principal financial officer noted the following material weaknesses in our internal controls over financial reporting:

● While certain accounting procedures have been adopted, compliance with such procedures has been inconsistent.

● The Board of Directors has not established an Audit Committee. Accordingly, the entire Board, rather than an independent body, has reviewed our financial statements.

● Segregation procedures could be improved by strengthening cross approval of various functions, including cash disbursements and internal audit procedures where appropriate.

As a result of these deficiencies in our internal controls, our officer concluded that our internal control over financial reporting was not effective.

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

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the fourth quarter of the fiscal year ended December 31, ~~2018~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

2215

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following table and biographical summaries set forth information, including principal occupation and business experience about our directors and executive officers:

Name Positions Age
J. Mark Goode Chief Executive Officer, President and Chairman of Board of Directors 5859
Niquana Noel Chief Operating Officer, Director 3738

J. Mark Goode has served as the Company’s the president, chief executive officer, and chairman of the board of directors, since May 18. 2018. Mr. Goode, a decorated former Captain in the United States Marine Corps, joined the Company from The Peninsula Group, LLC (“Peninsula”), an investment origination and management company focused on the life insurance settlement market, where he was the founder and Chief Executive Officer. During his 15-year tenure as Peninsula’s CEO, Mr. Goode’s team completed approximately 500 individual insurance investment transactions, representing more than $1 billion in life policy benefit value. Mr. Goode is also the founder and managing member of JMG Strategies, LLC, a Miami-based alternative investment management firm, and the founder of Life Premium Solutions, an independent insurance advisory firm that specializes in customized, innovative premium finance solutions for the advanced life insurance market. Mr. Goode has served as an elected member of the Board of Directors of the Life Insurance Settlement Association and previously served as the Association’s Vice President and as Chairman of its Political Action Committee. Mr. Goode was recognized in 2010 by Life Settlement Review as one of the “10 Most Influential Leaders” in the life settlement industry and previously, after eight years of military service, he was awarded the Navy Commendation Medal. Mr. Goode holds ana Master of Arts Degree from The George Washington University. Mr. Goode’s business executive experience qualifies him to serve as a director of the Company.

Niquana Noel has served as the Company’s chief operating officer since May 18, 2018 and as a director of the Company since August 2013. Ms. Noel served as the Company’s chief executive officer and president from January 2014 to May 2018. Prior to serving in that capacity, Ms. Noel served as operations manager of the Company from 2008. Prior to joining the Company, Ms. Noel was the Executive Assistant to a Florida-based serial entrepreneur who had business interests ranging from the ownership and operation of cemeteries in Maryland, Virginia and Florida to the ownership and operation of exotic, high performance car dealerships and auto accessory businesses. Ms. Noel’s operational experience qualifies her to serve on the Company’s board of directors. Ms. Noel also serves as chief executive officer and director of Bespoke Extracts, Inc.

Corporate Governance

Board of Directors’ Term of Office

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

Committees of our Board of Directors

We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions. The functions of those committees are currently undertaken by Board of Directors as a whole. We do have an audit committee financial expert because we do not have the resources to retain one.

~~Board Leadership Structure and Role in Risk Oversight~~
Although we have not adopted a formal policy on whether the chair of the board of directors and chief executive officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Mr. Goode has served as our chair and chief executive officer since May 2018. We believe it is in the best interest of the Company to have the chair and chief executive officer roles combined due to our small size and limited resources.
Our board of directors is primarily responsible for overseeing our risk management processes.  The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board of directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.
No Family Relationships

There is no family relationship between any director and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

4. being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

5. being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

6. being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

24
~~Compliance with Section 16(A) of the Exchange Act~~
~~Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, we are not subject to Section 16(a) of the Exchange Act.~~
Code of Ethics

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

Item 11. Executive Compensation.

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

Name and Position(s) Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Other ($) Total Compensation ($)
Fiscal
Year
Salary
($) Bonus
($) Stock Awards
($)
Other
($)
Total Compensation ($)
J. Mark Goode
2018 60,000      - 300,395 ⁽²⁾     - 360,395 2019 128,000         - 2,156,622        - 2,284,622
Chief Executive Officer⁽¹⁾⁽³⁾ 2017 - - - - - 2018 60,000 - 300,395 - 360,395
Niquana Noel 2018 15.000 - - - 15,000 2019 64,000 - - - 64,000
Chief Operating Officer, former Chief Executive Officer⁽³⁾ 2017 96,000 - - - 96,000
Chief Operating Officer,
former Chief Executive Officer⁽⁴⁾ 2018 15,000 - - - 15,000

~~(1) Mr. Goode was appointed as our chief executive officer on May 18, 2018.~~
(1) Mr. Goode was appointed as our chief executive officer on May 18, 2018.

(2) Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will 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 will 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.
(3) For the year ended December 31, 2017, all compensation for Niquana Noel was accrued. There was no payroll paid to Niquana Noel during 2017. Ms. Noel subsequently waived this accrued compensation. Ms. Noel resigned as chief executive officer in May 2018 and currently serves as the Company’s chief operating officer.
(2) Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). Under Mr. Goode’s employment agreement as in effect on December 31, 2018, after one year of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018 the Company accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity’s share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award’s fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. Through May 31, 2019 the date Mr. Goode’s employment agreement was amended as discussed below the Company recorded an additional expense of $1,861,170.

(3) 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 $687,246 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.
(4) Ms. Noel resigned as chief executive officer in May 2018 and currently serves as the Company’s chief operating officer.
Employment Agreements

The Company entered into an employment agreement on May 18, 2018, with J. Mark Goode, the Company’s chief executive ~~officer.~~officer and on May 31, 2019, the Company entered and Mr. Goode entered in an amendment to the employment agreement. Pursuant to the employment agreement, as amended, 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. ~~After one year~~Upon execution of ~~employment by~~the amendment, the Company ~~as the chief executive officer,~~issued to Mr. Goode and his designee 750,000 shares of common stock, and the Company will have no further obligation to issue to Mr. Goode ~~additional~~ shares ~~of common stock of~~under the ~~Company equal~~employment agreement. Mr. Goode will be required to ~~1% of the outstanding~~have such 750,000 shares ~~of the Company at the time of such issuance; after two years of employment by~~returned to the Company as the chief executive officer, the Company will 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 will 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.follows:
● Mr. Goode will return 500,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and
● Mr. Goode will return 250,000 of such shares to the Company if he is not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2021 (the third anniversary of the agreement).

Outstanding Equity Awards at ~~2018~~2019 Fiscal Year-End

The following table sets forth our outstanding equity awards to our executive officers as of December 31, ~~2018.~~2019.

OPTION AWARDS OPTION AWARDS STOCK AWARDS OPTION AWARDS STOCK AWARDS
Name
(a) Number of Securities Underlying Unexercised Options
(#)
Exercisable
(b) Number of
Securities Underlying Unexercised
Options
(#) Unexercisable
(c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(d) Option Exercise Price
($)
(e) Option Expiration Date
(f) Number of Shares or Units of Stock That Have Not Vested
(#)
(g) Market Value of Shares or Units of Stock That Have Not Vested
($)
(h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(j) Number of Securities Underlying Unexercised Options
(#)
Exercisable
(b) Number of
Securities Underlying Unexercised
Options
(#) Unexercisable
(c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(d) Option Exercise Price
($)
(e) Option Expiration Date
(f) Number of Shares or Units of Stock That Have Not Vested
(#)
(g) Market Value of Shares or Units of Stock That Have Not Vested
($)
(h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(j)
J. Mark Goode⁽¹⁾       -      -         - $       -        - 262,686        - 798,289           - - - - $ - - 262,686 ⁽¹⁾ - 798,289 ⁽¹⁾ -
(1) Calculated based on Mr. Goode’s employment agreement as in effect as of December 31, 2019.

Director Compensation

The Company did not pay any compensation to any director of the Company in ~~2018,~~2019, for services as director.

2618

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information, as of ~~March 27, 2019,~~April 9, 2020, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group.

The table lists applicable percentage ownership based on ~~22,858,246~~24,355,746 shares of common stock outstanding as of ~~March 27, 2019.~~April 8, 2020. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options and warrants that are either immediately exercisable or exercisable within 60 days of ~~March 27, 2019.~~April 8, 2020. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o ~~Hash Labs~~Coro Global Inc., 78 SW 7^th Street, Miami, FL 33130.

Name and address of beneficial owner Number of shares of common stock beneficially owned Percentage of common stock beneficially owned Number of shares of common stock beneficially owned Percentage of common stock beneficially owned
Greater than 5% Stockholders:
Lyle Hauser
1005 Kane Course, Suite 207
Bay Harbor, FL 33154 9,335,157 ⁽¹⁾ 40.8 %
The Vantage Group Ltd.
1005 Kane Course, Suite 207
Bay Harbor, FL 33154 2,000,000 8.7 %
Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust
1 South East 3^rd Avenue, Suite 2950 Miami, FL 33131
4,800,000 19.7 %
Jonathan Feuerman TTEE LLH Irrevocable Trust
1 South East 3rd Avenue, Suite 2950 Miami, FL 33131 2,200,000 ⁽¹⁾ 9.0 %
Jonathan Feuerman TTEE LH Irrevocable Trust
1 South East 3rd Avenue, Suite 2950 Miami, FL 33131 2,200,000 ⁽²⁾ 9.0 %
Jonathan Feuerman
1 South East 3rd Avenue, Suite 2950 Miami, FL 33131 9,200,000 ⁽³⁾ 37.8 %
David Dorr
936 SW 1^st Ave, Ste 1072
Miami, FL 33130
5,843,434 ⁽³⁾ 25.6 % 6,043,434 ⁽⁴⁾ 24.8 %
Brian Dorr
936 SW 1^st Ave, Ste 1072
Miami, FL 33130
5,843,434 ⁽⁴⁾ 25.6 % 6,043,434 ⁽⁵⁾ 24.8 %
Advantage Life & Annuity SPC FBO ALIP 1704-1138
5304 18 Forum Lane
Camana Bay
Grand Cayman 9006 1,343,434 5.9 % 1,543,434 6.3 %
Directors and Executive Officers:
J. Mark Goode 833,333 ⁽⁵⁾ 3.6 % 1,583,333 ⁽⁶⁾ 6.5 %
Niquana Noel 11,250 * 11,250 *
All Directors and Officers as a Group (2 persons) 844,583 3.7 % 1,594,583 6.5 %

* Less than 1%.
(1) ~~Includes 2,000,000 shares owned by~~The shareholder has granted Lyle Hauser a security interest in the shares.
(2) The shareholder has granted The Vantage Group Ltd. ~~(“Vantage”)~~, an entity owned by ~~Mr. Hauser.~~Lyle Hauser, a security interest in the shares.

~~(2)~~(3) Represents shares held by Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust, Jonathan Feuerman TTEE LLH Irrevocable Trust, and Jonathan Feuerman TTEE LH Irrevocable Trust, as set forth above.
(4) Mr. Dorr’s beneficial ownership includes ~~1,343,434~~1,543,434 shares held by Advantage Life & Annuity SPC fbo ALIP 1704-1138 9 (“Advantage Life”). Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.
~~(3)~~(5) Mr. Dorr’s beneficial ownership includes ~~1,343,434~~1,543,434 shares held by Advantage Life. Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.
~~(4)~~(6) Includes ~~333,333~~433,333 shares owned by JMG Horseshoe LLC. Mr. Goode is the managing member of JMG Horseshoe, LLC. Includes 750,000 shares that are subject to forfeiture under certain conditions (see “Employment Agreements).

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

During the ~~year ended December 31, 2017,~~first quarter of 2018, the Company ~~entered into unsecured 7%~~issued five promissory notes ~~totaling $215,500 with~~to Lyle Hauser (an adviser to the Company and its then-largest stockholder) and The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser, ~~who is the Company’s largest stockholder. During the first quarter of 2018, the Company entered into five additional notes~~ totaling $41,000 with an interest rate of 7% ~~with Mr. Hauser or Vantage.~~. The notes had maturity dates of four to 12 months from issuance.

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 price of $0.027.

Vantage sold a portion of its newly issued convertible note to David Dorr, and a portion of its newly issued convertible note to Brian Dorr. Mr. Brian Dorr and Mr. David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company held by Advantage Life. On April 6, 2018, the Company issued 4,500,000 shares of common stock to David Dorr, and 4,500,000 shares of common stock to Brian Dorr, upon the conversion of convertible notes held by each in the amount of $121,500.

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 conversion price of $0.0005. This note matured in October 2018 and was subsequently exchanged for a new note, as discussed below.

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

During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.

On July 23, 2018, Niquana Noel, the Company’s chief operating officer, waived all compensation owed to her as of such date.

On August 7, 2018, Lyle Hauser waived accrued and unpaid interest on convertible debentures owed to him by the Company, in the amount of $19,999.

On August 15, 2018, the Company entered into a subscription agreement with JMG Horseshoe, LLC (“JMG”), pursuant to which the Company sold to JMG 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG is J. Mark Goode, who is the Company’s chief executive officer.

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 $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, ~~2019,~~2020, and bears interest at the rate of 7% per year, due upon maturity.

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~~was extended to ~~June 30,~~December 31, 2019, and ~~bears~~bore interest at the rate of 7% per year, due upon maturity. This note has been repaid.

On February 28, 2019, the Company issued and sold an original issue discount promissory note, in the principal amount of $110,000, for a purchase price of $100,000, to Lyle Hauser. The note had an original maturity date of March 31, 2019, which has been extended to June 30, ~~2019,~~2020, and does not bear interest prior to maturity. Subsequent to maturity, the note bears interest at the rate of 9% per year. $100,000 of this note has been repaid, leaving an outstanding balance of $10,000.

~~Michael Delin,~~On April 24, 2019, the Company entered into a ~~former director~~subscription agreement with Advantage Life, pursuant to which Advantage Life purchased from the Company 200,000 shares of the Company’s common stock for an aggregate purchase price of $1,000,000. The closing of the sale of the shares under the subscription agreement occurred on April 30, 2019. Brian Dorr and David Dorr, who are principal shareholders of the Company, ~~provided accounting services~~are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life.

On April 12, 2019, the Company ~~through~~entered into and closed a subscription agreement with Vantage pursuant to which the Company sold to Vantage 10,000 shares of common stock for a purchase price of $50,000.
On April 12, 2019, the Company entered into an ~~entity he owns.~~ 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.
On May 31, 2019, the Company entered into an amendment to its employment agreement with J. Mark Goode, the Company’s chief executive officer. See “Executive Compensation.”
During the year ended December 31, ~~2017, we~~2019 the Company paid ~~Mr. Delin $9,500 for such services. Mr. Delin resigned as a director~~Dorr Asset Management consulting fees and expenses of $107,306.
On April 8, 2020, the Company issued 33,000 shares of common stock to the designee of Lyle Hauser in connection with the extension of the ~~Company on May 21, 2018.~~maturity date of outstanding notes held by Mr. Hauser.

Director Independence

~~Currently, none~~Neither of our directors ~~qualify~~is independent as ~~independent directors~~defined under ~~listing standards of The NASDAQ Capital Market and Rule 10A-3 and Rule 10C-1 of the Exchange Act.~~Nasdaq Marketplace Rules.

Item 14. Principal Accounting Fees and Services.

~~Audit Fees~~
The following table shows the fees that were billed to the Company by its independent auditor for professional services rendered in ~~2018~~2019 and ~~2017.~~2018.

Fiscal Year Audit Fees Audit-Related Fees Tax Fees All Other Fees
2018 - Liggett & Webb $ 15,000 $          - $       - $             -
2018 - MaloneBailey, LLP $ 31,200 $ - $ - $ -
2017- MaloneBailey, LLP $ 20,000 $ - $ - $ -
Fiscal Year Audit Fees Audit-Related Fees Tax Fees All Other Fees
2019—Liggett & Webb $ 34,800 $ 3,500 $          - $        -
2018—Liggett & Webb $ 15,000 $ $ - $ -
2018—MaloneBailey, LLP $ 31,200 $ - $ - $ -

Audit fees. Audit fees represent fees for professional services performed by MaloneBailey, LLP or Liggett & Webb, P.A., as applicable, for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

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

Tax Fees. MaloneBailey, LLP and Liggett & Webb, P.A. did not perform any tax compliance services for us during the years ended December 31, ~~2018~~2019 or ~~2017.~~2018.

All other fees. MaloneBailey, LLP and Liggett & Webb, P.A., did not receive any other fees from us for the years ended December 31, ~~2018~~2019 or ~~2017.~~2018.

PART IV

Item 15. Exhibits.

~~Exhibit No.~~ ~~Description~~
2.1 Agreement and Plan of Merger made as of November 1, 2005 among Bio-Solutions International, Inc., OmniMed Acquisition Corp., OmniMed International, Inc., and the shareholders of OmniMed International, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 3, 2005).

3.1 Articles of Incorporation (incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 17, 2006).

3.2 Bylaws of the Issuer (incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 17, 2006).

3.3 Certificate of Amendment to Articles of Incorporation filed on August 31, 2004 (incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 17, 2006).

3.4 Articles of Merger changing the Registrant’s name to OmniMed International, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 22, 2005).

3.5 Articles of Merger changing the Registrant’s name to MedeFile International, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 18, 2006).

3.6 Certificate of Designation of Series A Preferred (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 16, 2009).

3.7 Certificate of Amendment to Articles of Incorporation, filed January 21, 2009 (incorporated by referenced to the Company’s Form 8-K filed on January 23, 2009)

3.8 Certificate of Amendment to Articles of Incorporation filed April 13, 2010 (incorporated by reference ~~to10-K/~~to 10-K/A filed July 15, 2011)

3.9 Certificate of Amendment to Articles of Incorporation filed July 20, 2010 (incorporated by reference ~~to10-K/~~to 10-K/A filed July 15, 2011)

3.10 Certificate of Designation of Series B Convertible Preferred Stock filed April 10, 2012 (incorporated by reference to 8-K filed April 16, 2012)

3.11 Certificate of Amendment to Articles of Incorporation filed October 2, 2012 (incorporated by reference to 8-K filed October 9, 2012)

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

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

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

3.14 Certificate of Designation of Series C Preferred Stock (incorporated by reference to 8-K filed October 4, 2017)

3.15 Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed October 27, 2017)

3.16 Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed March 5, 2018)

~~10.1~~ ~~Asset Purchase Agreement, dated September 29, 2017 (incorporated by reference to 8-K filed on October 4, 2017)~~

~~10.2~~3.17 ~~Exchange Agreement between the Company and Lyle Hauser (incorporated by reference~~Certificate of Amendment to ~~8-K filed on April 3, 2018)~~
~~10.3~~ ~~Original Issue Discount Promissory Note (incorporated by reference to 8-K filed March 7, 2019)~~
~~10.3~~ ~~Exchange Agreement, dated January 14, 2019, between the Company and Lyle Hauser~~Articles of Incorporation (incorporated by reference to 8-K filed January ~~14, 2019)~~10, 2020)

~~10.4~~10.1 *** ~~Hash Labs Inc. 2019 Equity Incentive Plan (incorporated by reference to 8-K filed February 4, 2019)~~
~~10.5~~ ~~Exchange Agreement, dated January 14, 2019, between the Company and The Vantage Group Ltd. (incorporated by reference to 8-K filed January 14, 2019)~~
~~10.6~~ ~~Software License Agreement, dated December 19, 2018, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)~~
~~10.7~~ ~~Software Order Form between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)~~
~~10.8~~ ~~Master Services Agreement, dated October 17, 2018, among the Company, CXAU Corp., and Dillon Gage Incorporated (incorporated by reference to 8-K filed October 23, 2018)~~
~~10.9~~ ~~Form of Subscription Agreement (incorporated by reference to 8-K filed August 22, 2018)~~
��
~~10.10~~ ~~Form of Subscription Agreement (incorporated by reference to 8-K filed June 29, 2018)~~
~~10.11~~ Employment Agreement, dated May 17,  2018, between the Company and J. Mark Goode (incorporated by reference to 8-K filed May 23, 2018)

10.2 *** Amendment No. 1 to Employment Agreement, dated May 31, 2019, between the Company and J. Mark Goode (incorporated by reference to 8-K filed June 6, 2019)

~~10.12~~10.3 Software License Agreement, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)

10.4 Software Order Form, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)
10.5 2019 Equity Incentive Plan (incorporated by reference to 8-K filed February 6, 2019)
10.6 Original Issue Discount Promissory Note (incorporated by reference to 8-K filed March 7, 2019)
10.7 Amendment No. 1 to Promissory Notes between the Company and Lyle Hauser (incorporated by reference to 10-K filed April 11, 2019)

10.8 Amendment No. 1 to Employment Agreement between the Company and J. Mark Goode (incorporated by reference to 8-K filed June 6, 2019)

~~10.13~~10.9 Amendment No. 12 to Promissory Notes between the Company and ~~The Vantage Group Ltd.~~Lyle Hauser (incorporated by reference to 8-K filed July 3, 2019)

10.10 Amendment No. 3 to Promissory Notes between the Company and Lyle Hauser (incorporated by reference to 8-K filed October 1, 2019)
10.11 Amendment No. 4 to Promissory Notes between the Company and Lyle Hauser (incorporated by reference to S-1/A filed January 24, 2020)
10.12 Amendment No. 5  to Promissory Notes between the Company and Lyle Hauser

14 Code of Ethics (incorporated by reference to 10-K filed April 11, 2019)

16.1 ~~Letter from RBSM LLP (incorporated by reference to 8-K filed March 21, 2016)~~
~~16.2~~ Letter from MaloneBailey, LLP  (incorporated by reference to 8-K filed January 23, 2019)

21 Subsidiaries (incorporated by reference to S-1/A filed December 31, 2018)

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

32.1 ** Certification ~~of Chief Executive Officer~~pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section ~~302~~906 of the Sarbanes-Oxley Act of 2002

EX-101.INS * XBRL INSTANCE DOCUMENT

EX-101.SCH * XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

~~EX-101.CAL~~ EX-101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF * XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB * XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE * XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
* Filed herewith.
** Furnished herewith.
*** Indicates management contract or compensatory arrangement.

SIGNATURES

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

~~HASH LABS~~CORO GLOBAL INC.
Date: April ~~11, 2019~~13, 2020
By: /s/ J. Mark Goode
J. Mark Goode
President and Chief Executive Officer
(principal executive, financial and accounting officer)

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

SIGNATURE TITLE DATE

/s/ J. Mark Goode President, Chief Executive Officer and Director April ~~11, 2019~~13, 2020
J. Mark Goode (Principal executive, financial and accounting officer)

/s/ Niquana Noel Director April ~~11, 2019~~13, 2020
Niquana Noel

32
24

Nevada		85-0368333
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

78 SW 7th Street Miami, FL		33130
(Address of principal executive offices)		(Zip Code)

	PAGE

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets as of December 31, 2019 and 2018	F-3

Consolidated Statement of Operations for the years ended December 31, 2019 and 2018	F-4

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2019 and 2018	F-5

Consolidated Statement of Cash Flows for the years ended December 31, 2019 and 2018	F-6

Consolidated Notes to the Financial Statements	F7 – F18

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
	PART I
Item 1	Business	1
Item 1A	Risk Factors	7
Item 1B	Unresolved Staff Comments	10
Item 1B2	~~Unresolved Staff Comments~~Properties	1610
~~Item 2~~	~~Properties~~	16
Item 3	Legal Proceedings	1610
Item 4	Mine Safety Disclosures	1610
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1711
Item 6	Selected Financial Data	1711
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1711
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	2013
Item 8	Financial Statements and Supplementary Data	F-1 ~~to F-19~~
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2114
Item 9A	Controls and Procedures	2114
Item 9B	Other Information	2215
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	2316
Item 11	Executive Compensation	2517
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2719
Item 13	Certain Relationships and Related Transactions, and Director Independence	2820
Item 14	Principal ~~Accountant~~Accounting Fees and Services	2921
	PART IV
Item 15	Exhibits	3022
	Signatures	3124

	●	~~Highly volatile;~~

	●	~~Speculation driven;~~

	●	~~Have high incidence of fraud;~~

	●	~~Void of inherent asset value;~~

	●	~~Subject to market manipulation; and~~

	●	~~Issued on non-compliant basis~~

Plan category	Number of securities to be issued upon exercise of outstanding options (a)		Weighted-average exercise price of outstanding options (b)		Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plan’s approved by security holders		—	$	—		2,400,000
Equity compensation plans not approved by security holders		—		—		—
Total		—	$	—		2,400,000

	December 31,			December 31,
	2018			2017
Assets
Current assets
Cash	$	223,576		$	730
Merchant services reserve		-			2,938
Total current assets		223,576			3,668

Equipment, net		9,715			-
Dino Might program		1,979			1,979
Total assets	$	235,270		$	5,647

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	$	223,067		$	282,849
Bank overdraft		-			1,577
Deferred compensation		300,995			-
Note payable - related party		100,000			606,145
Convertible debenture, net - related party		85,829			19,055
Derivative liability convertible note		-			19,406
Total current liabilities		709,891			929,032

Commitments and Contingencies (Note 9)		-			-

Stockholders’ deficit
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		-			-
Preferred stock Series C, $0.0001 par value: 7,000 authorized, 0 and 7,000 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		-			1
Common stock, $.0001 par value: 700,000,000 authorized; 22,848,246 and 151,277 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		2,285			15
Additional paid-in capital		33,798,526			29,328,064
Accumulated deficit		(34,275,432	)		(30,251,465	)
Total stockholders’ deficit		(474,621	)		(923,385	)
Total liabilities and stockholders’ deficit	$	235,270		$	5,647

	For the years ended
	December 31,
	2018			2017
Revenue	$	6,485		$	42,030

Operating expenses
Selling, general and administrative expenses		2,455,774			479,019
Amortization expenses		-			5,614
Development expense		962,063			-
Impairment of Dino Might Program		-			818,472
Write off of Domain names		-			12,231
Total operating expenses		3,417,837			1,315,336

Loss from operations		(3,411,352	)		(1,273,306	)

Other expenses
Interest expense		(606,527	)		(36,211	)
Change in fair value of derivative liabilities		(6,088	)		(6,839	)
Total other expenses		(612,615	)		(43,050	)

Net loss	$	(4,023,967	)	$	(1,316,356	)

Net loss per common share: basic and diluted	$	(0.26	)	$	(8.70	)

Weighted average common shares outstanding: basic and diluted		15,650,460			151,277

	December 31,			December 31,
	2019			2018

Assets
Current assets
Cash	$	470,800		$	223,576
Prepaid expenses		6,718			-
Total current assets		477,518			223,576

Equipment, net		7,722			9,715
Dino Might program		1,979			1,979
Total assets	$	487,219		$	235,270


Liabilities and Stockholders' Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities	$	153,551		$	223,067
Deferred compensation		-			300,995
Note payable - related party		180,382			100,000
Convertible debenture, net - related party		-			85,829
Total current liabilities		333,933			709,891

Commitments and Contingencies (Note 7)		-			-

Stockholders' Equity (deficit)
Preferred stock, $.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively		-			-
Preferred stock Series C, $0.0001 par value: 7,000 designated 0 and 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively		-			-
Common stock, $.0001 par value: 700,000,000 authorized; 24,129,746 issued and 23,372,746 outstanding as of December 31, 2019 and 22,848,246 issued and outstanding as of December 31, 2018		2,337			2,285
Additional paid-in capital		39,276,760			33,798,526
Accumulated deficit		(39,125,811	)		(34,275,432	)
Total stockholders' Equity (deficit)		153,286			(474,621	)
Total liabilities and stockholders' Equity (deficit)	$	487,219		$	235,270

	Preferred Series C						Common Stock				Additional
	Shares			Par			Shares		Par		Paid-in			Accumulated
	Outstanding			Amount			Outstanding		Amount		Capital			Deficit			Total
Balance December 31, 2017		7,000			1			151,277	$	15	$	29,328,064		$	(30,251,465	)	$	(923,385	)
Forgiveness of accrued salary related party		-			-			-		-		239,000			-			239,000
Forgiveness of accrued interest related party		-			-			-		-		19,999			-			19,999
Extinguishment of derivative liability		-			-			-		-		25,494			-			25,494
Conversion of notes payable to common stock		-			-			17,950,000		1,795		482,855			-			484,650
Common stock issued for services		-			-			500,000		50		1,249,950			-			1,250,000
Beneficial conversion feature on debt		-			-			-				586,921			-			586,921
Conversion of notes payable and preferred stock to common stock		(7,000	)		(1	)		350,000		35		(34	)		-			-
Sale of common stock		-			-			3,896,969		390		1,866,277			-			1,866,667
Net loss		-			-			-		-		-			(4,023,967	)		(4,023,967	)
Balance December 31, 2018		-			-			22,848,246		2,285	$	33,798,526			(34,275,432	)		(474,621	)
Sale of common stock		-			-			482,000		48		2,409,952			-			2,410,000
Common stock issued for services		-			-			32,500		3		168,872			-			168,875
Common stock issued for conversion of deferred compensation		-			-			-				2,162,408			-			2,162,408
Common stock issued for conversion of note payable		-			-			10,000		1		49,999			-			50,000
Amortization of stock compensation		-			-			-		-		687,003			-			687,003
Net loss		-			-			-		-		-			(4,850,379	)		(4,850,379	)
Balance December 31, 2019		-		$	-			23,372,746	$	2,337	$	39,276,760		$	(39,125,811	)	$	153,286

		Depreciation/
		Amortization
Asset Category		Period
Computer equipment		5 Years
Computer software		3 Years

	December 31, 2018			December 31, 2019			December 31, 2018

Computer equipment	$	9,964		$	9,964		$	9,964
Accumulated depreciation		(249	)		(2,242	)		(249	)
Balance	$	9,715		$	7,722		$	9,715

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2018:
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

December 31, 2017:
Liabilities
Derivative Liabilities	$	-	$	-	$	19,406	$	19,406
Total	$	-	$	-	$	19,406	$	19,406

	At December 31, 2019		At December 31, 2018
Note Payable	$	-	$	100,000
Accrued interest	$	19,438	$	17,688

	December 31, 2017

Notes payable – related party at beginning of period		222,000
Borrowings on notes payable – related party		215,500
Notes payable – related party		437,500
Accrued interest	$	33,103

	At December 31, 2018		At December 31, 2017
Notes payable	$	100,000	$	100,000
Accrued interest	$	17,688	$	10,688

	December 31, 2018			December 31, 2017
Notes payable at beginning of period	$	68,969		$	-
Borrowings on notes payable		-			65,500
Beneficial conversion		(68,696	)		-
Amortization of beneficial conversion feature		68,696			-
Notes payable – related party	$	68,969		$	65,500

Accrued interest	$	3,571		$	3,469

	December 31, 2018			December 31, 2017
Convertible debenture – related party at beginning of period	$	19,055		$	17,287
Forgiveness		(19,999	)		-
Accumulated interest		944			1,768
Convertible debenture – related party at end of period	$	-		$	19,055

	December 31, 2018			December 31, 2017
Risk-free interest rate at grant date		0.45	%		0.45	%
Expected stock price volatility		244	%		228	%
Expected dividend payout		-			-
Expected option in life-years		1			1

	December 31, 2018			December 31, 2017
Conversion option liability (beginning balance)	$	19,406		$	12,567
Reclassification to additional paid in capital		(25,494	)
Loss on changes in fair market value of conversion option liability		6,088			6,839
Net conversion option liability	$	-		$	19,406

	2018			2017
Deferred tax assets:
Net operating loss carryforwards	$	4,966,666		$	3,775,351
Total deferred tax assets		4,966,666			3,775,351
Valuation allowance		(4,966,666	)		(3,775,351	)
Net deferred tax assets	$	-		$	-

	2018			2017

Federal statutory taxes		(21.00	)%		(21.00	)%
State income taxes, net of federal tax benefit		(4.35	)%		(4.35	)
Nondeductible items		-			-
Change in tax rate estimates		-			-
Change in valuation allowance		25.35	%		25.35
		-	%		-	%

	●	Our chief executive officer also functions as our principal financial officer. As a result, our officers may not be able to identify errors and irregularities in the financial statements and reports.

	●	We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

	●	Documentation of all proper accounting procedures is not yet complete.

	●	While certain accounting procedures have been adopted, compliance with such procedures has been inconsistent.

	●	The Board of Directors has not established an Audit Committee. Accordingly, the entire Board, rather than an independent body, has reviewed our financial statements.

	●	Segregation procedures could be improved by strengthening cross approval of various functions, including cash disbursements and internal audit procedures where appropriate.

Name	Positions	Age
J. Mark Goode	Chief Executive Officer, President and Chairman of Board of Directors	5859
Niquana Noel	Chief Operating Officer, Director	3738

	1.	any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

	4.	being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	5.	being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

	6.	being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Position(s)	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)			Other ($)		Total Compensation ($)		Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Other ($)		Total Compensation ($)
J. Mark Goode	2018		60,000		-		300,395	⁽²⁾		-		360,395	2019		128,000		-		2,156,622		-		2,284,622
Chief Executive Officer⁽¹⁾⁽³⁾	2017		-		-		-			-		-	2018		60,000		-		300,395		-		360,395
Niquana Noel	2018		15.000		-		-			-		15,000	2019		64,000		-		-		-		64,000
Chief Operating Officer, former Chief Executive Officer⁽³⁾	2017		96,000		-		-			-		96,000
Chief Operating Officer, former Chief Executive Officer⁽⁴⁾													2018		15,000		-		-		-		15,000

OPTION AWARDS	OPTION AWARDS											STOCK AWARDS								OPTION AWARDS											STOCK AWARDS
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)			Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
J. Mark Goode⁽¹⁾			-		-		-	$	-		-		262,686		-		798,289		-			-		-		-	$	-		-		262,686	⁽¹⁾		-		798,289	⁽¹⁾		-

Name and address of beneficial owner	Number of shares of common stock beneficially owned			Percentage of common stock beneficially owned			Number of shares of common stock beneficially owned			Percentage of common stock beneficially owned
Greater than 5% Stockholders:
Lyle Hauser 1005 Kane Course, Suite 207 Bay Harbor, FL 33154		9,335,157	⁽¹⁾		40.8	%
The Vantage Group Ltd. 1005 Kane Course, Suite 207 Bay Harbor, FL 33154		2,000,000			8.7	%
Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust 1 South East 3^rd Avenue, Suite 2950 Miami, FL 33131								4,800,000			19.7	%
Jonathan Feuerman TTEE LLH Irrevocable Trust 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131								2,200,000	⁽¹⁾		9.0	%
Jonathan Feuerman TTEE LH Irrevocable Trust 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131								2,200,000	⁽²⁾		9.0	%
Jonathan Feuerman 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131								9,200,000	⁽³⁾		37.8	%
David Dorr 936 SW 1^st Ave, Ste 1072 Miami, FL 33130		5,843,434	⁽³⁾		25.6	%		6,043,434	⁽⁴⁾		24.8	%
Brian Dorr 936 SW 1^st Ave, Ste 1072 Miami, FL 33130		5,843,434	⁽⁴⁾		25.6	%		6,043,434	⁽⁵⁾		24.8	%
Advantage Life & Annuity SPC FBO ALIP 1704-1138 5304 18 Forum Lane Camana Bay Grand Cayman 9006		1,343,434			5.9	%		1,543,434			6.3	%
Directors and Executive Officers:
J. Mark Goode		833,333	⁽⁵⁾		3.6	%		1,583,333	⁽⁶⁾		6.5	%
Niquana Noel		11,250			*			11,250			*
All Directors and Officers as a Group (2 persons)		844,583			3.7	%		1,594,583			6.5	%

(1)	~~Includes 2,000,000 shares owned by~~The shareholder has granted Lyle Hauser a security interest in the shares.
(2)	The shareholder has granted The Vantage Group Ltd. ~~(“Vantage”)~~, an entity owned by ~~Mr. Hauser.~~Lyle Hauser, a security interest in the shares.

~~(2)~~(3)	Represents shares held by Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust, Jonathan Feuerman TTEE LLH Irrevocable Trust, and Jonathan Feuerman TTEE LH Irrevocable Trust, as set forth above.
(4)	Mr. Dorr’s beneficial ownership includes ~~1,343,434~~1,543,434 shares held by Advantage Life & Annuity SPC fbo ALIP 1704-1138 9 (“Advantage Life”). Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.