UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMForm 10-Q

☒(Mark One)

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

For the quarterly period ended:ended  SeptemberJune 30, 20172021

or

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

For the transition period from ______________________ to ______________________

Commission File Numberfile number: :033-25126-D

TECH TOWN HOLDINGS INC.Coro Global Inc.

(Exact name of registrant as specified in its charter)

301 Yamato Road, Suite 1140, Boca Raton, Florida 33413

(Address of principal executive offices)

888-879-8896(866) 806-2676

(Registrant’s telephone number, including area code)

N/A

(Former name, or former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sectionSection 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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 ☐

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. files).

Yes ☒☑ No ☐

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,”filer”, “smaller reporting company,”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 Exchange Act).

Yes ☐ No ☒☑

AsIndicated the number of December 15, 2017, there were 143,780 shares outstanding of each of the registrant’s Common Stock.issuer’s classes of common stock, as of the latest practicable date: 25,458,746 shares of common stock, par value $0.0001, are issued and outstanding as of August 19, 2021.

TABLE OF CONTENTS

PART I1. - FINANCIAL INFORMATION

Item 1. Financial Statements Statements.

Tech Town Holdings,

Coro Global Inc.

(formerly MedeFile International, Inc.)

Consolidated Balance Sheets

(Unaudited)

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

Tech Town Holdings,Coro Global Inc.

(formerly MedeFile International, Inc.)

Consolidated Statements of Operations

(Unaudited)

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

Tech Town Holdings,Coro Global Inc.

(formerly MedeFile International, Inc.)

Consolidated Statements of Cash Flows

(Unaudited)

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

TECH TOWN HOLDINGS INC.Coro Global Inc.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SeptemberFor the Three and Six Months Ended June 30, 20172020 and 2021

NOTE 1 — BASIS OF PRESENTATION &BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements of Tech Town HoldingsCoro Global, Inc., (formerly MedeFile International, Inc.) a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. These unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2016.2020 filed with the SEC on March 31, 2021. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of SeptemberJune 30, 2017,2021, and the results of operations and cash flows for the ninethree and six months ended SeptemberJune 30, 20172021 and 2016.2020. The results of operations for the ninesix months ended SeptemberJune 30, 20172021 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Going ConcernPrinciple of Consolidation

The accompanying financial statements have been prepared contemplatingpresent on a continuationconsolidated basis the accounts of the Company asand its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018.

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

Nature of Business Operations

Coro Global Inc. is a going concern. However,Nevada corporation that was originally formed on November 1, 2005. On September 14, 2018 the Company formed a wholly owned subsidiary, Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology (Fintech) industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has reporteddeveloped a net loss of $1,164,112Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. In August 2020 the nine months ended September 30, 2017Company released its CORO payment product and has negative working capital of $786,838 as of September 30, 2017.commenced its commercialization.

Covid-19 Pandemic

The Company’s operations have been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which was subject to a “stay at home” order effective March 26, 2020, and which was lifted effective May 20, 2020. The effect of Covid-19 on the business has since been limited to experiencing delays in obtaining registrations and/or licenses from various state governmental agencies due to staff being temporarily suspended or working remotely.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operatingCompany reported a net loss of $1,734,787 for the six months ended June 30, 2021 and has an accumulated deficit of $46,378,999 as of June 30, 2021. The 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 onmay 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.

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

However, the trading price of our common stock could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, we may incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

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

Cash and Cash Equivalents

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

Restricted cash are funds that belong to the Company’s clients and is held at financial institutions.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $255,625 above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $35,528, $110,328, $125,381 and $125,381, respectively for advertising costs for the three and six months ended June 30, 2021 and 2020.

Income Taxes

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

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

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

Property and Equipment

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 5 years 

Computer and equipment costs consisted of the following:

Fair Value of Financial Instruments

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

The carrying amounts of these items approximated fair value.

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

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

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

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

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

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 applicationCompany 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 three levelsasset’s carrying amount to future undiscounted net cash flows the assets are expected to generate. Cash flow forecasts are based on trends of historical performance and management’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the projected discounted future cash flows arising from the assets or their fair values, whichever is more determinable.

Leases

In February 2016, the FASB issued ASU 2016-02, Leases, 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 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 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our balance sheet.

Net Loss per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totaling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive as there were no potentially dilutive instruments as of June 30, 2021 and 2020.

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 hierarchyof options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the measurement date.

Reclassifications

Certain 2020 balances have been reclassified in the 2021 financial statement presentation 

Recent Accounting Pronouncements

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. 

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

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

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 had no further obligation to issue to Mr. Goode shares under Topic 820-10-35the employment agreement. 

On May 31, 2019 the Company recorded the conversion of deferred compensation to our assetscommon stock of $2,162,408 for the issuance of these shares to additional paid in capital and liabilities ascommon stock. The Company recorded $300,995 for the additional value of Septemberthe common stock for the vesting of the award during the year ended December 31, 2019. The Company recorded $622,107 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2020. The Company recorded $35,733 for the additional value of the common stock for the vesting of the award during the six months ended June 30, 201720201 As of June 30, 2021 and December 31, 2016 are described below:  2020 the unvested amount of the awards was $0 and $171,285, respectively.

Derivative liabilityOn December 29, 2020, the Company entered into amendment No. 2 to the Company’s employment agreement with J. Mark Goode. Pursuant to the amendment, Mr. Goode’s employment with the Company continued until January 31, 2021, and Mr. Goode agreed to resign as President, Chairman, and Chief Executive Officer of September 30, 2017the Company effective December 31, 2020. From the period January 1, 2021 to January 31, 2021 Mr. Goode was $20,281, comparedentitled to $12,567his base salary and any other regular compensation under the employment agreement and agreed to assist the Company in the Company’s transition to a new Chief Executive Officer. Mr. Goode agreed that he would return 250,000 shares of the Company’s common stock if he were not serving as Chief Executive Officer of the Company as of December 30, 2020, and agreed to return 62,500 shares of common stock to the Company upon expiration of the employment agreement on January 31, 2016.2021. On December 31, 2020, Mr. Goode submitted his resignation as Director, President and Chief Executive Officer of the Company, effective at 11:59 p.m. on December 31, 2020.

2.3. NOTES PAYABLE – RELATED PARTY

During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder. During the nine months ended September 30, 2017, the Company entered into an additional nine unsecured 7% Promissory Notes totaling $145,000. The notes mature four to 12 months from issuance and total $367,000. As of September 30, 2017 $277,000 of the notes are in default.

The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017:

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

On July 15, 2016, the Company entered into an unsecuredissued a 7% Promissory Notes withpromissory note to a significant shareholder in the principal amount of $100,000. The note has ahad an initial one-year term and is currently in default.

The changes in these notes payable to related party consistedterm. On April 9, 2019, the maturity date of the following during the nine months ended Septembernote was extended to June 30, 2017:

During the nine months ended September 30, 2017,2019. On April 12, 2019, the Company entered into five unsecured 7% Promissory Notes with a significant shareholder totaling $65,500. As of September 30, 2017, $43,500 are in default.

The changes in these notes payable to related party consisted of the following during the nine months ended September 30, 2017:

During the nine months ended September 30, 2017 the CEO of the Company advanced the Company $3,200. The advance does not bear interest and is to be paid when the Company has funds available.

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

3. CONVERTIBLE DEBENTURE – RELATED PARTY

The Company entered into two 10% Secured 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 carry a one-year term and are convertible into common stock at conversion price equal to the lower of $2.00 or 80% of the previous day’s closing price.

The changes in these outstanding convertible notes payable to related party consisted of the following during the nine months ended September 30, 2017:

4. DERIVATIVE LIABILITIES

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 carry a one-year term and are convertible into common stock at a conversion price equal to the lower of $1.00 or 80% of the previous day’s closing price.

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 of the warrants quarterly based on the Black Scholes Model and increases or decreases the liability to the new value, and records a corresponding gain or loss (see below for variables used in assessing the fair value).

Due to the 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 nine months ended September 30, 2017:

TECH TOWN HOLDINGS INC.

(FORMERLY MEDEFILE INTERNATIONAL, INC.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2017

The change in fair value of the conversion option derivative liability consisted of the following during the nine months ended September 30, 2017:

Change in fair market value of conversion option liability resulted in a loss of $7,714 for the nine months ended September 30, 2017 and a gain of $6,134 for the nine months ended September 30, 2016.

5. INTELLECTUAL PROPERTY

In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845.

In September 2017, the Company entered into and closed an asset purchaseexchange agreement (the “Asset Purchase Agreement”) with The Vantage Group Ltd. (“Vantage”)., which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000. Vantage is owned by a significant shareholderLyle Hauser, formerly the Company’s largest stockholder.

The changes in this note payable to related party are reflected in the following at June 30, 2021 and December 31, 2020:

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

4. EQUITY

On May 31, 2019, the Company and as such is a related party.entered into amendment no. 1 to the Company’s employment agreement with Mr. Goode. Pursuant to the Asset Purchase Agreement,amendment, the Company purchased from Vantage a software application referredCompany’s obligation to issue additional shares of common stock as Dino Might and related intellectual property. As consideration for the purchase,compensation to Mr. Goode was amended, such that, the Company issued to Vantage 7,000Mr. Goode and his designee 750,000 shares of newly created Series C Preferred Stock, valued at $820,451,common stock upon execution of the amendment, and grantedthe Company had no further obligation to Vantage a revenue sharing interestissue to Mr. Goode shares under the employment agreement.

On May 31, 2019 the Company recorded the conversion of deferred compensation to common stock of $2,162,408 for the issuance of these shares to additional paid in capital and common stock. The Company recorded $300,995 for the Dino Might Assetadditional value of the common stock for the vesting of the award during the year ended December 31, 2019. The Company recorded $622,107 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2020. The Company recorded $35,733 for the additional value of the common stock for the vesting of the award during the six months ended June 30, 2021 As of June 30, 2021 and December 31, 2020 the unvested amount of the awards was $0 and $171,285, respectively.

During the six months ended June 30, 2020 the Company entered into securities purchase agreements with accredited investors pursuant to which the Company will pay to Vantage, for the Company’s 2017 fiscal yearissued and the following nine years, 30%sold an aggregate of the revenue generated by the Dino Might Asset. The company has recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next 3 years.

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. The properties will be depreciated over their estimated useful lives being 3 years. Amortization expense for the nine months ended September 30, 2017 totaled $4,127 compared to $0 for the nine months ended September 30, 2016.

6. 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 Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company has issued 7,000 shares of Series C Preferred Stock. Each holder of outstanding shares of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series C Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The Series C Preferred Stock is convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock is convertible into 50200,000 shares of common stock). The Series C Preferred Stock will vote onstock for an as-converted basis with the common stock, and in the event any dividends are paid on the common stock, the Series C Preferred Stock will be entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificateaggregate purchase price of Designation) occurs, the Company will pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock will be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. The Series C conversion price is subject to adjustment in the event the Company sells common stock at price lower than the then effective conversion price.$1,000,000. 

On September 29. 2017During the three and six months ended June 30, 2021, the Company issued 7,000a total of 22,500 and 45,000 shares of Series C Preferred Stock in connection withcommon stock, respectively valued at $37,125 ($1.65 per share) and $170,510 ($3.79 per share), respectively to the Asset Purchase Agreement, as discussed above. The value of the shares issued amount to $820,451. The valuation of the Preferred Shares was determined by anCompany’s independent financial analyst.directors for services.

7. SUBSEQUENT EVENT

Effective October 25, 2017,During the six months ended June 30, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporationentered into securities purchase agreements with the Secretary of State of Nevada,accredited investors pursuant to which the Company (i) effected a one-for-200 reverse splitissued and sold an aggregate of its300,000 shares of common stock for an aggregate purchase price of $1,500,000, of which 6,000 shares for $30,000 were purchased by our former Chairman Lou Naser.

5. COMMITMENTS AND CONTINGENCIES

In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and (ii)on June 23, 2020, the agreement was amended and restated (as amended, the “Swirlds Agreement”). Pursuant to the Swirlds Agreement, the Company changedextended its namelicense from Swirlds of Hashgraph technology for use in the Company’s Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the “Order Form”), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to Tech Town Holdings Inc.the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year. During the year ended December 31, 2020 the Company paid a total of $225,000 and recorded a prepaid expense of $112,500. During the six months ended June 30, 2021 the Company recorded an expense of $112,500. On June 15, 2021 the Company renewed its agreement with Swirlds for an annual fee of $45,000 which is recorded as a prepaid expense as of June 30, 2021. As of June 30, 2021 the Company owes Swirlds $185,000.

Additionally, pursuant to the Order Form, the Company will pay Swirlds quarterly fees based on the aggregate value of all transaction fees the Company collects in that quarter from customers whose transactions were processed on the Coro payment platform using Swirld’s Hashgraph algorithm. The market effectiveCompany will also pay quarterly network transaction fees on all transactions (other than transactions for fiat), that are conducted by a Coro network user. If such quarterly network transaction fees equal less than $5,000, the Company will pay Swirlds $5,000 for that quarter.

On March 9, 2020, the Company entered into an engagement agreement with Aegis Capital Corp. (“Aegis”), pursuant to which we engaged Aegis to act as lead underwriter in connection with a proposed public offering of common stock by the Company. In the event the contemplated offering were completed, the agreement contemplated, that (subject to execution of an underwriting agreement for the offering) Aegis would be entitled to a 8% underwriting discount, a 1% non-accountable expense allowance, reimbursement of certain expenses, and warrants to purchase 8% of the number of shares of common stock sold in the offering. The agreement had a termination date of six months from the reverse splitdate thereof or upon completion of the proposed offering. The Company had recorded $119,025 of deferred offering costs consisting of $85,000 of legal fees, exchange listing fees of $9,025 and name change was November 2, 2017. All share$25,000 of underwrite due diligence fees. The agreement expired on September 9, 2020 and per share amounts herein retroactively reflect the split.offering costs of $119,025 were expensed.

On June 24, 2020, the board of directors of the Company adopted a compensation program for independent directors. Under the program, independent directors will be entitled to a quarterly cash fee of $7,500 and 7,500 shares of common stock on a quarterly basis (each due and payable quarterly in arrears). During the year ended December 31, 2020, the Company appointed three independent directors.

6. RELATED PARTY

During the three and six months ended June 30, 2021 and 2020 the Company paid Dorr Asset Management consulting fees and expenses of $0, $0, $75,000, and $143,367, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.

7. SUBSEQUENT EVENTS

On August 17, 2021, Lou Naser, Rudolph Hüppi and Carlos Naupari resigned as directors of the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations.

This quarterly reportOverview

We have developed and commenced commercializing a financial technology product, CORO which uses advanced distributed ledger technology for improved security, speed, and reliability. CORO is a global money transmitter that allows customers to send, receive, and exchange currencies faster, cheaper and more securely, initially consisting of the ability to send, receive and exchange U.S. dollars and gold. Our mission through CORO is to democratize access to gold as sound money. CORO makes it simple, convenient and affordable to use gold as money. The CORO mobile app was completed and released in select U.S. markets in August 2020. Following the initial commercial release, CORO has expanded into new markets and is now licensed, approved and operating in 28 U.S. states plus the District of Columbia and Puerto Rico. CORO intends to expand the release of the app throughout the U.S. in 2021. The Company will also pursue money transmission licenses in foreign countries such as Mexico and Canada.

We believe CORO is the world’s first global payment application that includes gold, the oldest and most trusted money. CORO technology facilitates money transmission and exchange with faster speeds, better security, and lower costs than existing options in the marketplace. An important component of the CORO payment system is our Financial Crime Risk Management (FCRM) solution. We have developed our FCRM platform, with integrated Anti-Money Laundering / Know Your Customer on Form 10-Q contains “forward-looking statements”. Forward-looking statements reflectboarding and transaction monitoring to provide a fully integrated compliance solution for CORO’s compliance department. The solution meets the current view about future events. When usedrigorous demands of government regulators, while supporting our customers. The FCRM technology has been completed and is incorporated within the CORO mobile payment system.

References in this quarterly report on Form 10-Q,to “we,” “us,” the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms“Company” and similar expressions, as they relate“our” refer to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this quarterly report on Form 10-Q relating to our business strategy, our future operating results, and our liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. 

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

OVERVIEW

Organizational History

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

As a result of the Agreement, the OmniMed Shareholders assumed control of Bio-Solutions. Effective November 21, 2005, Bio-Solutions changed its name to OmniMed International, Inc. Effective January 17, 2006, OmniMed changed its name to MedeFile International, Inc. Effective October 25, 2017, the Company changes its name to Tech Town Holdings Inc.  (the “Company”).

Overview of Business

Inspired by a passion for creating disruptive digital products and authentic, highly engaging user experiences,Tech Town Holdings is amassing a portfolio of companies and digital assets which we believe hold the power to shape a better future for our planet and human kind.

wholly-owned subsidiary.

By incubating new tech concepts; accelerating early stage, entrepreneurial, technology ventures; and organically developing proprietary software solutions and mobile apps; Tech Town is bringing to market best-in-class digital technologies capable of addressing wide-ranging industry and consumer needs and demands. To that end, our platform is currently segmented into six focused business categories, in which we are actively advancing technology development projects:

In support of each portfolio company or development project, Tech Town will provide vital seed and working capital in exchange for meaningful equity ownership. In addition, we supply honed leadership and expertise in high technology and product development, asset management, legal and accounting, IP protection, sales and marketing and strategic business-building, among other critical skillsets. Moreover, through effective development and management of our portfolio companies and technologies, we are able to take full advantage of opportunities to aggregate systems and processes that will, in turn, allow us to deliver consistent consumer experiences and achieve sustainable business advantages and meaningful cost savings across the Tech Town enterprise. It is our belief that our ultimate success will be defined in large measure by the value, level of innovation and reach of our digital assets; the smart allocation and return on our capital; and our adoption of forward-thinking business models that promote profitable growth while mitigating unnecessary risks in our individual business units.

Results of Operations for the Three Months Ended September 30, 2017 and 2016

Revenues

Revenues for the three months ended SeptemberJune 30, 2017 totaled $9,548 compared2021 and June 30, 2020

Revenues

In August 2020 the Company successfully launched the Coro mobile payment application on a commercial basis. The Coro app is available for users to download in the Apple Store and Google Play. The Company generated nominal transaction revenues of $9,608$662 during the three months ended SeptemberJune 30, 2016.   Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from members’ doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general and administrative expense. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.   2021.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended SeptemberJune 30, 2017 totaled $943,349, an increase2021 were $573,296, a decrease of $837,308$855,711 or approximately 789.6%60% compared to selling, general and administrative expenses of $106,041$1,429,007 for the three months ended SeptemberJune 30, 2016.2020. The increasedecrease in expense was due primarilymainly attributable to recognitionreduction in expenses associated with the issuance of an impairment loss of $818,472.

Amortization Expenses

Amortization expensewarrants and common stock for services, from $964,368 during the three months ended SeptemberJune 30, 2017 totaled $1,4872020 compared to $0 for the three months ended SeptemberJune 30, 2016. During2021, which was partially offset by higher professional and consulting fees during the first quarter of 2016,three months ended June 30, 2021 compared to the Company purchased website and domain names for a total of $17,845. The properties will be amortized over their estimated useful lives being 3 years.three months ended June 30, 2020.

InterestDevelopment Expense

Interest expense on convertible debenturesDevelopment expenses for the three months ended SeptemberJune 30, 2017 and 2016, was $450 and $408 respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% annual interest rate. Interest expense decreased due2021 were $246,059 compared to lower note payable balance from partial repayment of note.

Interest expense on promissory notes$273,466 for the three months ended SeptemberJune 30, 2017 and 2016 was $9,187 and $4,613. The company entered into several promissory notes with an annual interest rate of 7%, with terms varying from 4 months2020. We incurred slightly lower development expenses, including fees paid to one year.

Other Expense

Loss on change in fair value of derivate liabilitiesvendors, for our CORO product during the three months ended SeptemberJune 30, 2017 was $4,0922021 compared to a loss of $7,460 for the three months ended SeptemberJune 30, 2016.

2020 as we completed development of our CORO product.

Net Loss

For the reasons stated above, our net loss for the three months ended SeptemberJune 30, 20172021 was $949,017,($818,693) or $6.60($0.03) per share, an increasea decrease of $855,023,$1,048,780 or 56%, compared to net loss of $93,994,($1,867,473), or $0.65($0.08) per share, for the three months ended SeptemberJune 30, 2016. The increase is primarily due to a recognition of an impairment loss of $818,472.2020.

Results of Operations for the Nine Months Ended September 30, 2017 and 2016

Revenues

Revenues for the ninesix months ended SeptemberJune 30, 2017 totaled $31,697 compared2021 and June 30, 2020

Revenues

In August 2020 the Company successfully launched the Coro mobile payment application on a commercial basis. The Coro app is available for users to download in the Apple Store and Google Play. The Company generated nominal transaction revenues of $25,101$1,756 during the ninesix months ended SeptemberJune 30, 2016.   Medical record reimbursement revenue is a dollar for dollar reimbursement for charges from members’ doctors for sending updated medical records to MedeFile. The off-setting expense is charged to selling general and administrative expense. Revenues received from memberships are recognized through the period of the membership, and, therefore, revenue recognized represents a fraction of the membership in the quarter being reported.   2021.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the ninesix months ended SeptemberJune 30, 2017 totaled $1,159,139, an increase2021 were $1,302,941, a decrease of $816,903$760,914 or approximately 238.7%37% compared to selling, general and administrative expenses of $342,236$2,063,855 for the ninesix months ended SeptemberJune 30, 2016.2020. The increasedecrease in expense was due mainly attributable to a recognitionreduction in expenses associated with the issuance of an impairment loss of $818,472.

Amortization Expenses

Amortization expensewarrants and common stock for services, from $1,256,609 during the ninesix months ended SeptemberJune 30, 2017 totaled $4,1272020 compared to $0 for the ninesix months ended SeptemberJune 30, 2016. During2021, which was partially offset by higher professional and consulting fees during the first quarter 2016,six months ended June 30, 2021 compared to the Company purchased website and domain names for total of $17,845. The properties will be amortized over their estimated useful lives being 3 years.six months ended June 30, 2020.

InterestDevelopment Expense

Interest expense on convertible debenturesDevelopment expenses for the ninesix months ended SeptemberJune 30, 2017 and 2016, was $1,306 and $1,188 respectively. The Company entered into two secured convertible debentures2021 were $433,602 compared to $488,506 for the six months ended June 30, 2020. We incurred slightly lower development expenses, including fees paid to vendors, for our CORO product during the third quarter of 2013. The notes have a 10% annual interest rate. Interest expense decreased due to lower note payable balance from partial repayment of note.

Interest expense on promissory notes for the ninesix months ended SeptemberJune 30, 2017 and 2016 was $23,523 and $7,331. The company entered into several promissory notes with an annual interest rate of 7%, with terms varying from 4 months2021 compared to one year.

Other Expense

Loss on change in fair value of derivate liabilities for the ninesix months ended SeptemberJune 30, 2017 was $7,714 compared to a loss2020 as we completed development of $7,405 for the nine months ended September 30, 2016.our CORO product.

Net Loss

For the reasons stated above, our net loss for the ninesix months ended SeptemberJune 30, 20172021 was $1,164,112,($1,734,787) or $8.10($0.07) per share, an increasea decrease of $845,863,$982,574 or 36%, compared to net loss of $318,249,($2,717,361), or $2.21($0.11) per share, for the ninesix months ended SeptemberJune 30, 2016. The increase is primarily due to a recognition of an impairment loss of $818,472.

2020.

FINANCIAL CONDITION

Liquidity and Capital Resources

As of SeptemberJune 30, 2017,2021, we had cash of $413, which$881,128, compared to cash of $13,118$735,547 as of December 31, 2016.2020. Net cash used in operating activities for the ninesix months ended SeptemberJune 30, 20172021 was $208,560.$1,352,411. Our current liabilities as of SeptemberJune 30, 20172021 of $790,189,$793,598 consisted of: $175,199$668,511 for accounts payable and accrued liabilities, convertible debenturedue to customers of $18,593, overdraft of $4,076, note payable – related party of $572,040, and derivative liability of $20,281. We have negative working capital of $786,838 as of September 30, 2017.$125,087.

Net cash used in our operatinginvesting activities for the ninesix months ended SeptemberJune 30, 2016 totaled $208,560 which2021 was $1,978 compared to net cash used in our operations$0 for the ninesix months ended SeptemberJune 30, 2016 of $310,787.

Net cash flows provided by financing activities was $213,700 for2020. During the ninesix months ended SeptemberJune 30, 2017, compared to $275,000 provided by our financing activities for2021 the nineCompany purchased office equipment.

During the six months ended SeptemberJune 30, 2016.

The accompanying financial statements have been prepared contemplating2021 we entered into and closed subscription agreements with accredited investors pursuant to which we sold to the investors an aggregate of 300,000 shares of common stock, for a continuationpurchase price of $5.00 per share, and aggregate gross proceeds of $1,500,000. During the six months ended June 30, 2020 we entered into and closed subscription agreements with accredited investors pursuant to which the Company assold to the investors an aggregate of 437,000 shares of common stock, for a going concern. The Company has reportedpurchase price of $5.00 per share, and aggregate gross proceeds of $2,185,000. We repaid $125,000 of outstanding principal of a net lossnote from a then-related party and received $500 from the exercise of $1,164,112 forwarrants.

During the ninenext twelve months, ended September 30, 2017 and had an accumulated deficit of $30,099,221 as of September 30, 2017. There can be no assurancewe anticipate that our cash flow will increase in the near future from anticipated new business activities, or that revenues generated from our existing operations will be sufficient to allow us to continue to pursue new customer programs or profitable new business ventures.

The Company currently estimates that itwe will require approximately $420,000$4,200,000 for general and administrative and other expenses in order to execute our current business plan. We must obtain additional financing to continue its operations for the next twelve months.  Additional investments are being sought, but we cannot guarantee that we willour operations. We may not be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and conditions in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if weadditional funding on terms that are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owedfavorable to us or experience unexpected cash requirements that would force usat all. We may not be able to seek alternative financing. Further, ifobtain sufficient funding to continue our operations. In addition, we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges seniornot generated significant revenues to those of existing holders of our common stock. If additional financingdate and there is not available or is not available on acceptable terms,no assurance we will havegenerate significant revenue in the future. These conditions raise substantial doubt about our ability to curtail our operations.continue as a going concern.

Critical Accounting Policies and Estimates

Revenue Recognition

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

Stock-Based Compensation

We account 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. We use 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.

Recently Issued Accounting Pronouncements

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

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

Off Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

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

Revenue Recognition

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

Stock-based Compensation

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.

Impairment of long-lived assets

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

Item 3. Quantitative and Qualitative Disclosures aboutAbout Market RiskRisk.

AsNot required for a smaller reporting company, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information required by this Item.company.

Item 4. Controls and ProceduresProcedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

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

Management concluded that the design and operation of our disclosure controls and procedures are not effective because the following material weaknesses exist:

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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended SeptemberJune 30, 2017,2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II –- OTHER INFORMATION

Item 1. Legal ProceedingsProceedings.

WeThere are notno material legal proceedings the Company is party to or any material legal proceedings. of its property is subject to.

Item 1A. Risk FactorsFactors.

Not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.

NoneEffective June 30, 2021, the Company issued 7,500 shares of common stock to each of the Company’s three independent directors for services.

In connection with the foregoing, we 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.

Item 3. Defaults uponUpon Senior SecuritiesSecurities.

As of the date of filing of this report, the Company in default on $420,500 in promissory notes due to failure to make payment when due.None.

Item 4. Mine Safety DisclosuresDisclosures.

Not applicable.

Item 5. Other InformationInformation.

None.

Item 6. ExhibitsExhibits.

* Filed herewith.

SIGNATURES104               Inline XBRL for the cover page of this Quarterly Report on Form 10-Q*

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 on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

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