The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities under this prospectus until the registration statement of which it is a part and filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED DECEMBER 28, 2018JANUARY 24, 2020

Hash Labs Inc.

3,563,636Coro Global Inc.

3,763,636 Shares of Common Stock Offered by Selling Stockholders

This prospectus relates to the public offering of up to 3,563,6363,763,636 shares of common stock of Hash LabsCoro Global Inc. by the selling stockholders.

The selling stockholders may sell common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions.

We will not receive any of the proceeds from the sale of common stock by the selling stockholders. We will pay the expenses of registering these shares.

Investing in our common stock involves a high degree of risk.  You should consider carefully the risk factors beginning on page 2 of this prospectus before purchasing any of the shares offered by this prospectus.

Our common stock is quoted on the OTC Pink and trades under the symbol “HLAB.“CGLO.” The last reported sale price of our common stock on the OTC Pink on December 28, 2018,January 22, 2020 was $1.00$6.00 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is_________, 2018.is ___, 2020.

HASH LABS

CORO GLOBAL INC.

TABLE OF CONTENTS

You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date.

RISK FACTORS

An investment in the Company’s common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. Our business, operating results and financial condition could be harmed and the value of our stock could go down as a result of these risk factors. This means you could lose all or a part of your investment. 

Risks Related to Our Business

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

We 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 cryptocurrencyproducts will be 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 processand 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 increaseor 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 theor 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 ledgerfinancial technology platforms and blockchain based platforms,companies developing money transmission products, and more such alternativescompetitors 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 CoroCloud and CXAU,Coro, resulting in userscustomers reducing their use of theDLT Cloud and Coro, platform or stopping using thetheir use of DLT Cloud and 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 theyDLT Cloud may rely or that they will be built upon are unproven, and there can be no assurances that the DLT and Corosuch planned products and the creating, transfer or storage of the CXAUdata and funds will be uninterrupted or fully secure, which could result in impermissible transfers, and a complete loss of a holder’s CXAU. Thecustomer’s data and funds. DLT Cloud and Coro may be subject to a cyberattack, software error, or other intentional or negligent act or omission that results in the CXAUtheft of funds, funds being lost, destroyed or otherwise compromised. Further, the DLT CoroCloud and CXAUCoro (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 CoroCloud and CXAUCoro 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 CoroCloud and CXAU,Coro, resulting in userscustomers reducing their use of theDLT Cloud and Coro platform or stopping using theDLT Cloud and Coro platform altogether, which could have a material adverse effect on our business, financial condition and results of operations.

The regulatory regime governing our planned products is complex.

We believe Coro will be fully regulated by state law as a registered money transmitter. In the US, Money Transmission activities are strictly regulated both at federal level by the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury 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.

Some market participants may opposeWe are also currently evaluating, in consultation with legal counsel, the developmentapplicability of distributed ledger or blockchain-based systems like those centralfederal securities laws to the Company’s commercial mission.Coro’s business model. 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.

Many participants in the global securities and commodities trading market, many of which have significantly greater resources, including financial resources and political influence, than the Company, 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 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 or other activities that make it more difficult for the Company to operate, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

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 not be able to raise capital as needed to develop the DLTour products or maintain our operations.

We expect that we will need to raise additional funds to execute our business plan 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..affected.

We may face risks of Internet disruptions, which could have an adverse effect on the priceuse of cryptocurrencies.our products.

A disruption of the Internet may affect the use of cryptocurrencies and subsequently the value of our securities.products. Generally, cryptocurrenciesour products are dependent upon the Internet. A significant disruption in Internet connectivity could disrupt a currency’s network operations until the disruption is resolved.

The impact of geopolitical events on the supplyExchange 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 demandmaintain gold balances in XAU but have personal liabilities in USD will be impactedexposed to this potential volatility and could incur significant gains or losses when converting from XAU back to USD. This may make Coro less appealing to prospective customers.

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

Coro will be dependent upon the bid/ask spread as provided by geopolitical eventslarge gold dealers and LBMA members. In times of market turbulence it is largely uncertain butpossible that the bid/ask spread could be harmfulwiden significantly thus increasing the cost of transacting between XAU and USD. This may make Coro less appealing to us and investors in our securities. Political or economic crises 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.prospective customers.

The gold backing the CXAU may be held by third party custodians, which are out of our control, and could be subject to loss, damage, theft or restriction on access

In the event the CXAU is developed and launched, we intend that it be backed by gold stored securely within a vault, controlled by a custodial trust account through a third party institutional trustee. Any failure by the custodian 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.

Furthermore, In the event that part or all of gold backing the CXAU is lost, damaged or stolen, or access to such gold is restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack).

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 theour ability to developcomplete development of, launch and launch the DLT and CXAU,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 the DLT 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.

Other companies may claim that we infringe their intellectual property.

We do not believe that our technologies infringe, or will infringe, on the proprietary rights of any third party, but claims of infringement are becoming increasingly common and third parties may assert infringement claims against us in the future. It may be difficult or impossible to identify, prior to receipt of notice from a third party, the trade secrets, patent position or other intellectual property rights of a third party. If any of our products or services, such as the DLT CXAU,Cloud 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.

The loss or destruction of a private key required to transfer crypto assets may be irreversible.

The CXAU, if and when issued, may only be transferred with the private key associated with it. To the extent a private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, the holder of the CXAU associated with such private key will be unable to transfer or use the CXAU. Consequently, such CXAU will effectively be lost and will not be replaced.

The further development and acceptance of the Bitcoin network and other crypto asset systems, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of one or more crypto asset networks may adversely affect the success of the DLT, Coro and the CXAU.

Digital asset networks, including the Bitcoin network, 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:

A decline in the popularity or acceptance of one or more crypto assets or crypto asset networks may harm the Company. There is no assurance that any crypto asset network, or the service providers necessary to accommodate it, will continue in existence or grow. Furthermore, there is no assurance that the availability of and access to crypto asset service providers will not be negatively affected by government regulation or supply and demand of any given crypto asset.

Currently, there is relatively limited use of crypto assets in the retail and commercial marketplace in comparison to relatively extensive use by speculators, thus contributing to price volatility that could affect holders of the CXAU.

As relatively new products and technologies, crypto assets have only recently become selectively accepted as a means of payment for goods and services by many major retail and commercial outlets, and use of crypto assets by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to (i) process funds for crypto asset transactions; (ii) process wire transfers to or from crypto asset exchanges, crypto asset-related companies, or service providers; or (iii) maintain accounts for persons or entities transacting in crypto assets. Conversely, a significant portion of crypto asset demand is generated by speculators and investors seeking to profit from holding or trading crypto assets. Price volatility undermines certain crypto assets’ roles as mediums of exchange. Market capitalization for crypto assets as a medium of exchange and payment may not be accepted by the general public. A lack of expansion of crypto assets into retail and commercial markets, or a contraction of such use, may result in a change in price volatility, which could adversely impact our business, financial condition and results of operations and the development and launch of the DLT, Coro and CXAU.

We have an evolving business model.

As cryptocurrency assets and blockchainfinancial 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.

We may vulnerable to the development of quantum computing.

Like all cryptographic systems, crypto assets may be vulnerable to quantum computing. While quantum computers have 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, 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 the DLT, Coro and CXAU.

Regulation 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 countries 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 Company to comply with any laws, rules, and regulations, some of which could not exist yet or are subject to interpretation 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 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.

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.

Risks Related to Our Common Stock

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 littleminimal 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.

TheIn 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 ishas in the past been, and may in the future be considered a “penny stock” and isthus 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 ishas in the past been, and may in the future be considered a “penny stock” and securitiesstock.” Securities broker-dealers participating in sales of common stock“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 redemptionwithdrawal of the shares, together with a premium, prior to the redemptionwithdrawal 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 mayanticipate 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.

Ownership of our common stock is highly concentrated.

Our executive officers, directors, and principal stockholders beneficially own an aggregate of approximately 98.6%89% 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 98.0%82% 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.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus are not statements of historical fact and are forward-looking statements. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements.

These forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date of this prospectus and are subject to risks and uncertainties, many of which are beyond our control, that could cause our actual results to differ materially from those in these forward-looking statements. We discuss many of these risks in greater detail in this prospectus under “Risk Factors.” Moreover, new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable laws or regulations.

USE OF PROCEEDS

We will receive no proceeds from the sale of shares of common stock offered by the selling stockholders.

SELLING STOCKHOLDERS

This prospectus relates to the offering by the selling stockholders of up to 3,563,6363,763,636 shares of common stock by the selling stockholders.

The following table sets forth, based on information provided to us by the selling stockholders or known to us, the name of each selling stockholder, the nature of any position, office or other material relationship, if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by the stockholder before this offering. The number of shares owned are those beneficially owned, as determined under the rules of the Securities and Exchange Commission (the “SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

We have assumed all shares of common stock reflected on the table will be sold from time to time in the offering covered by this prospectus. Because the selling stockholders may offer all or any portions of the shares of common stock listed in the table below, no estimate can be given as to the amount of those shares of common stock covered by this prospectus that will be held by the selling stockholders upon the termination of the offering.

(1) Based on 22,848,246 shares outstanding as of December 19, 2018. 

PLAN OF DISTRIBUTION

This prospectus includes 3,563,6363,763,636 shares of common stock offered by the selling stockholders.

Each selling stockholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of its shares of common stock on the OTC Pink or any other stock exchange, market or trading facility on which our shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.

The selling stockholders may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.

The selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.

We will pay all expenses of the registration of the shares of common stock.

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The Company’s authorized capital stock consists of 700,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemptionwithdrawal provisions applicable to the Company’s common stock.

The Company’s articles of incorporation authorize the issuance of 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share, in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

DESCRIPTION OF BUSINESS

Overview

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 aggressively fueled by digital reinvention and innovation.

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 to financial technology, or Fintech, with an emphasis on emerging Blockchain or distributed ledger technology, or DLT. The Company is developing financial technology solutions to operate on the world’s most advanced DLT,also known as Hashgraph.Fintech. Effective March 2, 2018, the Company changed its name to Hash Labs Inc. and effective January 9, 2020, the Company changed its name to Coro Global Inc.

Development Status

The Company began development of the Coro mobile application, data base, infrastructureProducts and the associated distrusted private permissioned network in August of 2018. The Coro application has been developed on Azure’s cloud-based app development platform. The technology and network development process includes14 design and development stages, knowns as “sprints.” To date, 10 of the 14 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 distributed ledger network has already been activated with an initial 12 nodes. Testing and quality assurance are underway on the Coro mobile application and private permissioned node network. To date, the Company has paid more than $800,000 for the development of the Coro/CXAU digital gold payment platform and its private permissioned distrusted ledger network. The Company paid such expenses from a portion of the Company’s working capital that was allocated for the Coro / CXAU project. The Company anticipates that, over the next 60 days the Coro mobile application development will be completed. The Company anticipates that, in early February 2019, the Company will finalize testing and quality assurance in prelude to launching the mobile application and payment platform. The Company anticipates that there will be another $400,000 in development cost associated with the completion and launch of the Coro/CXAU mobile application and its private permissioned distributed network, which the Company will pay from its working capital.

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

The Company’s Planned Coro Platform--OverviewServices

The Company is developing its first Fintech solution using Hashgraph DLT,financial technology products and solutions that use distributed ledger technologies for improved security, speed, and reliability.

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. We will offer Coro through Coro Corp., a subsidiary of Coro Global Inc., which will beoperate pursuant to both Federal and State money transmission regulations. Coro Corp has already registered as a money service business with the US Treasury department and is in the process of filing for multiple state money transmission licenses throughout the US. Coro Corp. is already pursuing licensure in all U.S. States. Following licensure and launch in the US, the Company will pursue money transmission licenses in foreign countries such as Mexico and Canada. Coro’s technology facilitates money transmission and exchange with faster speeds, better security, and lower costs than existing options in the marketplace. At launch Coro will provide the ability to send, receive and exchange U.S. dollars and gold. The exchange rate between U.S. dollars and gold is transparent and set by the London Bullion Market Association and the global banks that are market makers in foreign currency exchange. Coro Corp. will operate as a money transmitter under 31 CFR § 1010.100(ff)(5)(i)(A) and will not market or sell investments in gold. The initial (MVP) 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, subject to our determination, in consultation with legal counsel, that such launch will be in compliance with applicable securities law.

2. DLT Cloud - Our private permissioned DLT network provides an ultra-fast and highly secure solution for commercial clients. This DLT network will allow developers of distributed applications (“DApps”) to host their DApps at a much lower cost and to deploy their products to market much faster. The number of new DApps under development around the world is growing exponentially. DApps offer their customers more reliability, faster speeds and better security than traditional centralized apps hosted in co-located data centers. DLT Cloud has been speed tested to sync up to 500,000 data points into distributed consensus per second, surpassing current co-location data syncs by up to 2,000%. We anticipate that we will offer this product on a commercial basis to financial institutions and FinTech companies in the second half of 2020.

3. 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 the second half of 2020.

4. Identity Management System (IMS) is a self-sovereign identity (SSI) management solution for businesses, institutions and governments. The Identity and Access Management (IAM) industry is evolving and growing quickly thanks to new distributed ledger technologies. Our IMS solution will allow individuals or organizations to have sole ownership of their digital identities, and control over how their personal data is shared and used. This adds a layer of security and flexibility, allowing the identity holder to only reveal the necessary data for any given transaction or interaction. Strict new privacy laws such as the Global Data Protection Regulation (GDPR) in the EU are driving the development of self-sovereign identity solutions. Our IMS will be the first tool to manage self-sovereign identities built on DLT Cloud. We believe this solution will provide the highest levels of network security and speed. By using our IMS, our institutional customers will be able to provide their customers with a “portable” identity, by managing consent to access with other trusted parties. The element of consent assures that customers must agree to the sharing of their private information and can always elect to deny sharing or obscure specific access. Our IMS provides for a portable and interoperable identity solution established on a transparent system. Our IMS eliminates the friction and risks associated with transporting customers’ confidential identity information in a digitally connected world. Our IMS is currently integrated with the Coro architecture. We are developing a stand-alone version, which we anticipate will be ready for commercial launch in late 2020.

Coro Money Transmitter Business

Coro is a mobile application that will convertallow customers to send and receive U.S. dollars (USD) or gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

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 CXAU.

The CXAU community of users(XAU). Coro will operate on a permission-based peer to peer private permissioned network withwhich insures the highest level of security and compliance.

In order to join theuse Coro eco-system, userscustomers will needbe 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.

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

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

The Company anticipates that, underbelieves Coro will solve the following two important problems:

Coro platform, there will bemaintain two custody accounts to facilitate the flow of funds related to the Digital Vault.funds. One custody account will be atmaintained by the Royal Canadian Mintindependent vaulting custodian for storage of users’ physical gold. ThisThe Coro users’ gold will be fully insured at all times. The balance of the users’ custody account will be represented in XAU, the nameInternational Organization of CXAU as a custody account on behalf of the individual CXAU customers.Standardization’s currency code for gold. The second custody account will be a cashU.S. dollar account held at a bank. MembersFDIC 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.

Coro Process

The Coro platform will operate as follows:

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

Legal rights

Coro users will have direct ownership of their allocated gold as follows. Such gold ownership will be effected contractually through bailment with the vault custodian. Bailment is the act of placing property in the custody and control of another, by an 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:

Dillon Gage CollaborationCoro Gold Ownership

When a Coro customer purchases gold through the Coro mobile payment application, the Coro user becomes the legal owner of the gold. Coro instantly routes gold purchase transactions through a gold dealer. Within the Coro app, customers’ dollars are exchanged for an equivalent amount of gold at the prevailing spot rate. Coro’s spot rate is derived from the CME and the LBMA, plus Coro’s fee. Gold purchased by the customer is identified and evidenced by a serial number, or otherwise identified and evidenced with a specific identifier in accordance with the methods used by the auditors of the independent gold vaulting custodian, such as with SKUs/bar codes, and then allocated within Coro’s custody account with the independent gold vaulting custodian. The independent vaulting custodian maintains a bailment arrangement with Coro’s customers, so that the customers have direct ownership of their gold at all times. The Coro customers gold is fully insured by the vaulting custodian. The vaulting custodian will have a daily record of 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.

Government Regulation

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

Coro Corp. is registered with and regulated by FinCEN, a bureau of the U.S. Department of the Treasury. FinCEN regulates Coro Corp. as both a Money Services Business (MSB)1 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.

Coro Corp. is in the process of obtaining individual money transmission licenses state-by-state where it will also be subject to state regulation. Due to its main office being located in the State of Florida, Coro filed an initial application for a Money Transmitter license (FT2) with the Florida Office of Financial Regulations on October 4, 2019. In addition to an application process that includes criminal and financial background checks on all officers and controlling parties of the 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.

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.

Coro Revenue Model

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

Initial Precious Metals Dealer

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.Coro’s money transmission business.

Pursuant to our agreement with Dillon Gage, upon the launch of theCoro’s money transmission business , (i) Coro platform, (i) Hash LabsCorp. will be responsible for the general management and operation of the CXAU Platform, except as otherwise set forth therein,Coro’s money transmission business, 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)Coro customers exchange of USD for XAU, (b) coordinate purchase and delivery of physical gold to vaults operated by the Royal Canadian Mint,independent vaulting custodian, for reservecustody on behalf of the CXAUCoro members, (d)(c) coordinate the insurance, audit and storagecustody of the CXAU physical gold, reserves, and (e)(d) upon any redemption/liquidationwithdrawal by a CXAU member, convertCoro customer, exchange the CXAU unit value into physical gold, transfer the redemptionwithdrawal gold.

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

Revenue ModelBusiness Milestones

We anticipate that, underThe Company began development of Coro’s mobile application, database, infrastructure and the associated distributed private permissioned network, the DLT Cloud in September of 2018. The Coro technology and DLT network (MVP) development process included 28 design and development stages, knowns as “sprints.” To date, all 28 MVP development sprints have been accomplished. Existing functionality includes: the onboarding and account activation process; identity verification; AML/KYC screening (which are also parts of our FCRM and IMS solutions); login and change passcode process; USD account funding and withdrawing; exchange of USD to XAU; and the exchange of XAU to USD. Coro’s distributed ledger network has already been activated with an initial 12 nodes. Testing and quality assurance are underway on the Coro platform, members will be charged (i) a 0.5% annual storage, insurancemobile application and auditing fee, (ii) a 0.5% fee to covert fiat currency into CXAU units, and (iii) a 0.5% (plus shipping any insurance) . We will collect and charge such fees from members, and Dillon Gage will be entitled to 50% of such feesprivate permissioned node network. To date, the Company has paid more than $1,400,000 for the services Dillon Gagedevelopment of its private permissioned distributed ledger network and the Coro money transmission business. The Company anticipates during the first quarter of 2020, the Company will provide underfinalize testing and quality assurance in prelude to launching the master service agreement.

ObjectivesCoro money transmission business. The Company anticipates that it will incur approximately $150,000 in testing and development costs associated with preparation for commercial launch of Coro mobile application, which the Company will pay from its working capital. Following the commercial launch of Coro in Q2 of 2020, we anticipate incurring approximately $180,000 additional costs to complete and launch both the FCRM and IMS as stand-alone products. The Company anticipates paying such expenses from its working capital.

Our objectives are to:

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

DLT and Stable-CoinsHashgraph License

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

More than 1,500 crypto coins and tokens are now riding distributed ledger rails and effectively decentralizing significant volumes of financial transactions. As of December 14, 2018, the aggregate market value of the 100 hundred largest cryptocurrencies was approximately $102 billion, according to date from coinmarketcap.com.

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.

In 2017, the price of Bitcoin reached parity with gold (by ounce), grabbing the attention of gold investors around the world.  Many argued that the underpinning appeal of cryptocurrencies has many similarities to that of gold. Bitcoin has not just been a trendsetter, ushering in a wave of crypto currencies built on decentralized peer-to-peer network, it has become the de facto standard for cryptocurrencies. The currencies inspired by Bitcoin are collectively called altcoins and have tried to present themselves as modified or improved versions of Bitcoin. While some of these currencies are easier to mine than Bitcoin, there are tradeoffs, including greater risk brought on by lesser liquidity, acceptance and value retention.

On the other hand, gold as a decentralized currency, is not subject to government manipulation and offers an anonymous way of paying for goods and services, making it more like cash than trackable credit and debit cards.

Stable-Coin Cryptocurrencies

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.

There are 3 common types of stable-coins:

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, CXAU 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.

Possible Use Cases

We believe possible uses for CXAU include the following:

Gold History & Present

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.

Gold offers:

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.

Hashgraph Partnership

We anticipate that CXAU will be built on world’s next generation DLT solution Hashgraph Algorithm, which we believe is superior to the earlycurrent generation Blockchainof 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 ledgersledger technologies can be widely accepted and adopted across every industry and geography. These obstacles are:

Performance: The platformtechnology is built on the Hashgraph, distributed consensus algorithm, which provides near-perfect efficiency in bandwidth usage and consequently can process hundredsupwards 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 5-7second. 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 goldhighest standard for security in the field of distributed consensus: asynchronous Byzantine Fault Tolerance (aBFT). Other platformsnetworks 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 userscustomers 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 ledgernetwork provides the strongest foundation for the CXAU protocol.Coro. We believe it will enable CXAUCoro to achieve unprecedented speed with fractional cost per transaction, all while maintaining bank-grade security.

Government regulation

Government Regulation of blockchain and cryptocurrency is largely non-existent at present and is being actively considered by the United States federal government via a number of agencies (SEC, CFTC, Federal Trade Commission (“FTC”) and the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) and in other countries. State government regulations also may apply to certain activities in which we may participate in the future. Other regulatory bodies are governmental or semi-governmental and have shown an interest in regulating or investigating companies engaged in the DLT or cryptocurrency business (NASDAQ, NYSE, FINRA, state securities commissions).

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. For example, it appears that the SEC is contemplating whether the inclusion of cryptocurrencies as “securities” is supported under applicable law or if new laws will be required. Various bills have also been proposed in Congress for adoption related to our business which may be adopted and have an impact on us. The offer and sale of digital assets in initial coin offerings, which is not an activity we expect to pursue, has been a central focus of recent regulatory inquiries. However, 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 plans to:

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

Marketing and Sales Strategy

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

Initially, our marketing efforts will focus on individualindividuals 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 cryptocurrency. In this market,as money. Customers will have the Company will testchoice of sending or receiving gold (XAU) or U.S. dollars (USD) or exchanging between the CXAU app’s functionality and scalability.two currencies.

Eventually we will expand such marketing efforts to include institutional and governmental markets.

Currently, the Company is analyzing key trends and related secondary information that will compliment and aid defining its market opportunities and usercustomer needs.

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

Under the Company’s marketing and sales strategy, the Company plans to take the following steps:

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

Launch Strategy: This is currently being executed in anticipation of the March 4, 2019 mobile app Digital Vault launch. ThisOur launch strategy includes the following:

August to September 2018:

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.

October to November 2018:

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 March 4, 2019 (Marketing Activation, Execution and Launch) (currently in progress):

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

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

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

Competition

Below is a comparison of the Company’s planned Coro platform with what the Company believes will be the Company’s main competitors.

Employees

As of December 19, 2018,January 17, 2020, we have four6 employees all of whom are full-time. We consider our relationship with our employees to be good.

Corporate Information

Corporate Information

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 prospectus.

DESCRIPTION OF PROPERTY

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.

LEGAL PROCEEDINGS

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes thereto appearing in this prospectus.

Overview

Hash LabsCoro 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, is a financial technology company that is developing products and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”)solutions for global payments and the shareholdersfinancial industry.

Results of OmniMed. On January 17, 2006, OmniMed changedOperations for the three months ended September 30, 2019 and 2018

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2019 totaled $629,154, a decrease of $216,308 or approximately 26% compared to selling, general and administrative expenses of $845,462 for the three months ended September 30, 2018. During the three months ended September 30, 2019 legal expense and compensation to our Chief Executive Officer decreased significantly. During the three months ended September 30, 2019 the Company incurred stock compensation expense of $295,452 compared to $0 for the three months ended September 30, 2018 which was included in selling general and administrative expenses.

Development Expense

Development expenses for the three months ended September 30, 2019 totaled $184,021 compared to $423,317 for the three months ended September 30, 2018. The Company began to incur significant development expense for its nameplanned Coro product in the third quarter of 2018.

Interest Expense

Interest expense on debentures for the three months ended September 30, 2019 and 2018, was $2,236 and $97,110, respectively. Interest expense during the three months ended September 30, 2018 included the amortization of $77,615 of beneficial conversion on convertible loans.

Net Loss

For the reasons stated above, our net loss for the three months ended September 30, 2019 was ($815,411) or ($0.04) per share, a decrease of $550,464 or 40%, compared to MedeFile International, Inc.net loss of ($1,365,875), or ($0.06) per share, during the three months ended September 30, 2018.

Results of Operations for the nine months ended September 30, 2019 and 2018

Revenues

Revenues for the nine months ended September 30, 2019 totaled $0 compared to revenues of $12,981 during the nine months ended September 30, 2018. The decrease of $12,981 is related to 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, andshift in connection therewith, providing abusiness. We previously generated revenues from 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.

Selling, General and Administrative Expenses

In October 2017,Selling, general and administrative expenses for the namenine months ended September 30, 2019 totaled $3,159,191, an increase of $671,732 or approximately 27% compared to selling, general and administrative expenses of $2,487,459 for the nine months ended September 30, 2018. During the nine months ended September 30, 2019 consulting fees increased significantly. During the nine months ended September 30, 2019 the Company incurred stock compensation expense and settlement of derivative liability of $391,522 and $0 compared to $1,996,137 and $6,088, respectively for the nine months ended September 30, 2018 which was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifyingincluded in selling general and fostering new or early stage business opportunities being aggressively fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six focused categories, for which we planned to advance numerous technology development projects:administrative expenses.

Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends,Development Expense

Development expenses for the Company determined that a more prudent strategy wasnine months ended September 30, 2019 totaled $890,695 compared to narrow its focus.$423,317 for the nine months ended September 30, 2018. The Company has now concentratedbegan to incur significant development expense for its focus on dynamic global growth opportunitiesplanned Coro product in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). The Company intends to develope financial technology solutions to operate on DLT, known as Hashgraph. Effective March 2,third quarter of 2018, which continued during the Company changed its name to Hash Labs Inc.2019 period.

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.Interest Expense

$586,166 of beneficial conversion of convertible loans.

Other Expense

Loss on change in fair value of derivative liabilities for the nine months ended September 30, 2019 and 2018 was $0 and $6,088 respectively.

Net Loss

For the reasons stated above, our net loss for the nine months ended September 30, 2019 was ($4,067,097) or ($0.18) per share, an increase of $543,952 or 15%, compared to net loss of ($3,523,145), or ($0.26) per share, during the nine months ended September 30, 2018.

Results of Operations for the Three Months Ended September 30,years ended December 31, 2018 and 2017

Revenues

Revenues for the three monthsyear ended September 30,December 31, 2018 totaled $14$6,485 compared to revenues of $9,548$42,030 during the three monthsyear ended September 30,December 31, 2017. The decrease of $9,534$35,545 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

Selling, general and administrative expenses for the three monthsyear ended September 30,December 31, 2018 totaled $845,462, a decrease$2,455,774, an increase of $97,887$1,976,755 or approximately 10%413% compared to selling, general and administrative expenses of $943,349$479,019 for the three monthsyear ended September 30,December 31, 2017. During the three monthsyear ended September 30,December 31, 2018 legal expense, consulting fees and compensation to our Chief Executive Office increased significantly. During the three monthsyear ended September 30,December 31, 2017, the Company incurred expensesexpensed of $818,472 related to the impairment of the software application referred to as the Dino Might program.

Development Expense

Development expenses for the three monthsyear ended September 30,December 31, 2018 totaled $423,317$962,063 compared to $0 for the three monthsyear ended September 30,December 31, 2017. During the three monthsyear ended September 30,December 31, 2018, the Company began the development of next generation financial solutions based on the DLT, known as Hashgraph. Our initial financial solution, the app for which was initially expected to be branded CXAU and is now expected to be branded Coro, will be a technology platform based on a mobile application that will digitize gold on the Hashgraph distributed ledgerCoro’s global money transmission business.

Interest Expense

Interest expense on convertible debentures for the three monthsyear ended September 30,December 31, 2018 and 2017, was $97,110$606,527 and $9,637$36,211 respectively. The increase was mainly due to the expense incurred with the beneficial conversion feature added to existing notes payable during the quarter.year ended December 31, 2018.

Other Expense

Loss on change in fair value of derivate liabilities for the three monthsyear ended September 30,December 31, 2018 and 2017 was $0$6,088 and $4,092$6,839 respectively.

Net Loss

For the reasons stated above, our net loss for the three monthsyear ended September 30,December 31, 2018 was $1,365,875($4,023,967) or $0.06($0.26) per share, an increase of $416,858,$2,707,611, compared to net loss of $949,017,($1,316,356), or $6.60($8.70) per share, during the three months ended September 30, 2017.

Results of Operations for the Nine Months Ended September 30, 2018 and 2017

Revenues

Revenues for the nine months ended September 30, 2018 totaled $12,981 compared to revenues of $31,697 during nine months ended September 30, 2017. The decrease of $18,716 is related to 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

Selling, general and administrative expenses for the nine months ended September 30, 2018 totaled $2,487,459, an increase of $1,328,320 or approximately 115% compared to selling, general and administrative expenses of $1,159,139 for the nine months ended September 30, 2017. During the nine months ended September 30, 2018 legal expense, consulting fees and compensation to our Chief Executive Office increased significantly. During the nine months ended September 30, 2017, the Company incurred expensed of $818,472 related to the impairment of the software application referred to as the Dino Might program.

Development Expense

Development expenses for the nine months ended September 30, 2018 totaled $423,317 compared to $0 for the nine months ended September 30, 2017. During the Nine months ended September 30, 2018 The Company began the development of next generation financial solutions based on a revolutionary DLT, known as Hashgraph.  Our initial financial solution, the app for which was initially expected to be branded CXAU and is now expected to be branded Coro, will be a technology platform based on a mobile application that will digitize gold on the Hashgraph distributed ledger.

Interest Expense

Interest expense on convertible debentures for the nine months ended September 30, 2018 and 2017, was $619,262 and $24,829 respectively. The increase was mainly due to the expense incurred with the beneficial conversion feature added to existing notes payable during the nine months.

Other Expense

Loss on change in fair value of derivate liabilities for the nine months ended September 30, 2018 and 2017 was $6,088 and $7,714 respectively.

Results of Operations for Years Ended December 31, 2017 and December 31, 2016

Revenues

Revenues for the year ended December 31, 2017 totaled $42,030 compared to revenues of $33,125 during the year ended December 31, 2016. We generated revenues from professional service specializing in HIPAA compliant retrieval, reproduction and release of information.2017.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 2017 totaled $479,019, an increase of $30,107 or approximately 6.7% compared to selling, general and administrative expenses of $448,912 for the year ended December 31, 2016. The increase was due mainly to increased payroll, legal expense and consulting fees.

Impairment of Asset

Impairment of Dino Might program for the year ended December 31, 2017 was $818,472.

Amortization Expenses

Amortization expense for the year ended December 31, 2017 totaled $5,614 compared to $0 for the year ended December 31, 2016. During the first quarter of 2017, the Company purchased website and domain names for a total of $17,845. At December 31, 2017, the Domains Names were written off in the amount of $12,231.

Interest Expense

Interest expense on convertible debentures for the years ended December 31, 2017 and 2016 was $1,768 and $11,606 respectively. The Company entered into two secured convertible debentures during the third quarter of 2013. The notes have a 10% annual interest rate.

Interest expense on promissory notes for the years ended December 31, 2017 and 2016, was $34,443 and $12,817 respectively. During the year ended December 31, 2017, the Company entered into several promissory notes with an annual interest rate of 7%, with terms varying from four months to one year.

Other Expense

Loss on change in fair value of derivate liabilities for the year ended December 31, 2017 was $6,839 compared to a gain of $6,500 for the year ended December 31, 2016.

Net Loss

For the reasons stated above, our net loss for the year ended December 31, 2017 was $1,316,356, an increase of $892,646, compared to net loss of $423,710, during the year ended December 31, 2016.

Liquidity and Capital Resources

As of September 30,December 31, 2018, we had cash of $1,001,387,$223,576, which compared to cash of $730 as of December 31, 2017. Net cash used in operating activities for the nine monthsyear ended September 30,December 31, 2018 was $885,646.$1,653,420. Our current liabilities as of September 30,December 31, 2018 of $1,017,387$709,891 consisted of: $66,878$223,067 for accounts payable and accrued liabilities, net convertible debenture – related party of $86,408, overdraft of $1,379,$85,829, deferred compensation of $746,137,$300,395, note payable – related party of $116,585,$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 $103,389.$101,935

As of December 31, 2017,September 30, 2019, we had cash of $730,$153,544, which compared to cash of $13,118$223,576 as of December 31, 2016.2018. Net cash used in operating activities for the yearnine months ended December 31, 2017September 30, 2019 was $275,488.$1,719,434. Our current liabilities as of December 31, 2017 totaled $929,032; andSeptember 30, 2019 of $418,765 consisted of $235,589of: $220,603 for accounts payable and accrued liabilities, convertible debenture of $19,055, overdraft of $1,577,and note payable – related party of $653,405, and derivative liability of $19,406. We have negative working capital of $925,364 as of December 31, 2017.

From June 2018 to July 2018$198,162. During the nine months ended September 30, 2019 the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 3,030,303320,000 shares of common stock, for a purchase price of $0.33$5.00 per share, and aggregate gross proceeds of $1,000,000.$1,600,000. 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 (the Company’s 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 March 31, 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.

From August 2018 to September 2018,

On October 23, 2019, the Company entered into and closed subscriptiona securities purchase agreement with an accredited investor pursuant to which the Company issued and sold to the investor 50,000 shares of common stock for a purchase price of $250,000.

From November 13, 2019 to November 14, 2019, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 92,000 shares of common stock for an aggregate purchase price of $460,000.

From December 30, 2019 to January 17, 2020, the Company issued and sold to theaccredited investors an aggregate of 866,66680,000 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.$400,000.

We have been funded in recent years (prior to our recent completion of private placements described above) primarily through loans from our principal stockholder. Weanticipate that we will need to raise additional capital to maintain and expand operations. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. Additional fundingexecute our business plan, which may not be available on terms acceptable to us,terms, or at all. If additional financing is not availablewe raise funds through the sale of common stock or is not available on acceptable terms, we will havesecurities convertible into common stock, it may result in substantial dilution to curtail our operations.then-existing stockholders.

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

Revenue Recognition

The Company had historically generated revenue from licensing the right to utilize its proprietary software for the storage and distribution of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognized 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.

Recently Issued Accounting Pronouncements

There were various updated 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,February 2016, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-092016-02, Leases, which amended current lease accounting to require lessees to recognize (i) a lease liability, which 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 flowslessee’s obligation to make lease payments arising from customer contracts, including significant judgmentsa 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 in judgments and assets recognized from costs incurredwere made to obtain or fulfill a contract. ASU 2014-09 isalign, where necessary, lessor accounting with the lessee accounting model. This standard was effective for interim and annual periodsfiscal years beginning after December 15, 2017.2018, including interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our balance sheet. 

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.

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.

MARKET FOR AND DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

As of December 19, 2018,January 17, 2020, there were approximately 1,0841,940 holders of record of our common stock.

Dividend Policy

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.

Securities Authorized for Issuance Under Equity Compensation Plans

None.In January 2019, the Company adopted the Company’s 2019 Equity Incentive Plan. 2,400,000 shares are available for awards under the plan. The plan was approved by the Company’s stockholders in February 2019.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DIRECTORS AND EXECUTIVE OFFICERS

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:

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.

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.

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:

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.

(1) 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.

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 yearUpon execution of employment bythe 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 ofunder the Company equalemployment agreement. Mr. Goode will be required to 1% of the outstandinghave such 750,000 shares of the Company at the time of such issuance; after two years of employment byreturned 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:

Outstanding Equity Awards at 20172019 Fiscal Year-End

The Company had nofollowing table sets forth our outstanding equity awards to our executive officers as of December 31, 2017.2019.

Director Compensation

The Company did not pay any compensation to any director of the Company in 2017,2019, for services as director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 19, 2018,January 17, 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 22,848,24624,182,746 shares of common stock outstanding as of December 19, 2018.January 17, 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 September 30, 2018.January 17, 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 Inc., 78 SW 7^th Street, Miami, FL 33130.

* Less than 1%.

(1) Includes approximately 138,583,407 shares issuable upon conversion of convertible notes held by Mr. Hauser or by The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser. Also includes 2,000,000 shares owned by Vantage.

(2) Includes approximately 645,407 shares issuable upon conversion of a convertible note.

(3) Mr. Dorr’s beneficial ownership includes 1,343,434 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.

(4) Mr. Dorr’s beneficial ownership includes 1,343,434 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.

(5) Includes 333,333 shares owned by JMG Horseshoe LLC. Mr. Goode is the managing member of JMG Horseshoe, LLC.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

We have been funded in

During the past two fiscal years and subsequently (until private placements completed in Junefirst quarter of 2018, the Company issued five promissory notes to August 2018, as described under “Prospectus Summary”) primarily through loans from our primary stockholder, Lyle Hauser (directly(the Company’s largest stockholder) and through The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser). The loans generally boreHauser, totaling $41,000 with an interest at the rate of 7% per year and. The notes had a maturity datedates of four to six12 months from issuance. As of December 31, 2017, we had an aggregate in notes payable owed to Mr. Hauser and Vantage of $587,194 and a convertible debenture owed to Mr. Hauser and Vantage of $19,055. As of September 30, 2018, Mr. Hauser (directly or through Vantage) held convertible notes of the Company in the amount of $86,395.

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 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 and a maturity date of October 2018.$518,225. The convertible note bearsbore interest at the rate of 7% per year and iswas convertible into shares of common stock of the Company at a conversion price of $0.027.  $17,426 of this convertible note was outstanding as of September 30, 2018.

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, which are being registered for resale pursuant to this prospectus.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 bearsbore interest at the rate of 7% per year and iswas convertible into shares of common stock of the Company at a conversion price of $0.0005. This note matured in October 2018 and remains outstanding. 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 September 29, 2017,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 March 31, 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 extended to March 31, 2020, and bears interest at the rate of 7% per year, due upon maturity.

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 March 31, 2020, and does not bear interest prior to maturity. Subsequent to maturity, the note bears interest at the rate of 9% per year.

On April 24, 2019, the Company entered into a 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, 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 entered into and closed an asset purchasea subscription agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property (the “Dino Might Asset”). As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock and granted to Vantage a revenue sharing interest in the Dino Might Asset pursuant to which the Company agreed to paysold to Vantage 10,000 shares of common stock for the Company’s 2017 fiscal year and the following nine years, 30%a purchase price of the revenue generated by the Dino Might Asset.$50,000.

Michael Delin,On April 12, 2019, the Company entered into an exchange agreement with Vantage pursuant to which Vantage exchanged a former directorportion of an outstanding promissory note of the Company provided accounting services toheld 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 throughentered into an entity he owns. Duringamendment to its employment agreement with J. Mark Goode, the years ended December 31, 2017 and December 31, 2016, we paid Mr. Delin $9,500 and $22,500 for such services. Mr. Delin resigned as a director of the Company on May 21, 2018.Company’s chief executive officer. See “Executive Compensation.”

Director Independence

Neither of our directors is independent as defined under Nasdaq Marketplace Rules.

ADDITIONAL INFORMATION

Federal securities laws require us to file information with the SEC concerning our business and operations. Accordingly, we file annual, quarterly, and special reports, and other information with the Commission. You can inspect and copy this information at the public reference facility maintained by the SEC at 100 F Street, NE, Washington, D.C. 20549.

The SEC maintains a web site (http://www.sec.gov) at which you can read or download our reports and other information.

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities being offered hereby. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company and the securities offered hereby, reference is made to the registration statement, and such exhibits and schedules. The registration statement may be accessed at the SEC’s web site.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute (“NRS”). NRS Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.

NRS 78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

LEGAL MATTERS

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The validity of the securities offered hereby have been passed upon for us by Sichenzia Ross Ference LLP, New York, New York.

EXPERTS

The consolidated financial statements of Hash Labsthe Company Inc. as of and for the yearsyear ended December 31, 2017 and December 31, 2016, included in this prospectus, have been audited by MaloneBailey,Malone Bailey, LLP, as set forth in its report thereon, included herein. Such consolidated financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing. 

The consolidated financial statements of the Company as of and for the year ended December 31, 2018 included in this prospectus, have been audited by Liggett & Webb, P.A., as set forth in its report thereon, included herein. Such consolidated financial statements are included herein in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Coro Global Inc.
(Formerly known as Hash Labs Inc.

Inc.) Condensed Consolidated Balance Sheets

(unaudited)

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

Coro Global Inc.

(Formerly known as Hash Labs Inc.

) Condensed Consolidated Statements of Operations

(unaudited)(Unaudited)

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

Coro Global Inc.

(Formerly known as Hash Labs Inc.

) Condensed Consolidated Statements of Cash FlowsChanges in Stockholders’ Deficit

 (unaudited)For the Three and Nine Months Ended September 30, 2019 and 2018

(Unaudited)

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

Coro Global Inc.

(Formerly known as Hash Labs Inc.) Condensed Consolidated Statements of Cash Flows

(Unaudited)