The above table is based on 25,052,746 shares of common stock outstanding as of September 30, 2020.

If the underwriters exercise in full their over-allotment option, our net tangible book value per share after giving effect to this offering would be approximately $18,599,601 or $0.65 per share, which amount represents an immediate increase in net tangible book value of $0.54 per share to existing stockholders and dilution to new investors of $4.50 per share.

CAPITALIZATION

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,cash 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 outstandingcapitalization as of December 19, 2018. 

PLAN OF DISTRIBUTION

This prospectus includes 3,563,636 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:September 30, 2020 on:

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 redemption 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 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, known as Hashgraph. Effective March 2, 2018, the Company changed its name to Hash Labs Inc.

Development Status

The Company began development of the Coro mobile application, data base, infrastructure 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--Overview

The Company is developing its first Fintech solution using Hashgraph DLT, which will be will be a mobile application that will convert 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 will operate on a permission-based peer to peer private network, with the highest level of security and compliance.

In order to join the Coro eco-system, users will need to pass an identity verification and stringent anti-money laundering/know-your customer (or AML/KYC) check, to prevent bad actors from joining and assist in ensuring regulatory compliance.

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

You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements for the period ended September 30, 2020, and the related notes thereto, included in this prospectus.

The Company anticipates that CXAU will provide its users with the benefitsnumber of speed, security, transparency, and easeshares to be outstanding immediately after giving effect to this offering as shown above is based on 25,052,746 shares outstanding as of use, as well as the opportunity to transact their digital gold on the fastest DLT on the market.September 30, 2020.

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

Dillon Gage Collaboration

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

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

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

Revenue Model

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

Objectives

Our objectives are to:

DLT and Stable-Coins

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

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

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

Security: Hashgraph achieves the gold standard for security in the field of distributed consensus: asynchronous Byzantine Fault Tolerance (aBFT). Other platforms 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. This system prevents forking and illegal modifications of the algorithm.

Regulatory Compliance: The Hashgraph technical framework includes an Opt-In Escrow Identity mechanism that gives users 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.

Hashgraph private-permissioned ledger provides the strongest foundation for the CXAU protocol. We believe it will enable CXAU 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 CXAU consists of three groups: individuals, institutions and governments.

Initially, our marketing efforts will focus on individual gold investors and crypto enthusiasts needing access to an easy to use, secure, stable, and transparent cryptocurrency. In this market, the Company will test the CXAU app’s functionality and scalability.

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

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

Growth Strategy: Our growth strategy in the development phase. Under our growth strategy, we will aim to secure sustainable growth of the CXAU user 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, we have four employees all of whom are full-time. We consider our relationship with our employees to be good.

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. 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 ofhighlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with the consolidated financial statementsour Consolidated Financial Statements and the related notes thereto appearingincluded in this prospectus.

Overview

Hash Labs Inc. is This discussion contains forward-looking statements. Please see “Cautionary Note Regarding Forward-Looking Statements” for 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 namediscussion of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifyinguncertainties, risks 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:

Following close scrutiny of emerging business opportunities, coupledassumptions associated with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has now concentrated its focus on dynamic global growth opportunities 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, 2018, the Company changed its name to Hash Labs Inc.

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.

these forward-looking statements.

Results of Operations for the Three Months Endedthree months ended September 30, 20182020 and 20172019

Revenues

In August 2020 the Company successfully launched the CORO mobile payment application on a commercial basis. The CORO app is available for users to download in the Apple Store and Google Play. The Company generated nominal transaction revenues of $418 during the three months ended September 30, 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2020 were $988,972, an increase of $359,818 or approximately 57% compared to selling, general and administrative expenses of $629,154 for the three months ended September 30, 2019. Stock compensation due to consulting fees decreased by $38,628 to $256,824 for the three months ended September 30, 2020 from stock compensation expense of $295,452 for the three months ended September 30, 2019. During the three months ended September 30, 2020, the Company incurred advertising costs of $69,471 compared to $0 for the three month ended September 30, 2019, due to the Company preparing to launch its CORO product. During the three months ended September 30, 2020, we incurred increased development costs of $238,502 as well as additional consulting fees of $59,389 compared to the three months ended September 30, 2019. During the three months ended September 30, 2020 the Company expensed deferred offering costs of $119,025. The remaining operating costs remained constant.

Development Expense

Development expenses for the three months ended September 30, 2020 were $422,523 compared to $184,021 for the three months ended September 30, 2019. We incurred significantly higher development expenses, including fees paid to vendors, for our CORO product during the three months ended September 30, 2020 compared to the three months ended September 30, 2019 as we prepared to launch our CORO product.

Interest Expense

Interest expense on debentures for the three months ended September 30, 2020 and 2019, was $0 and $2,236, respectively. During the three months ended September 30, 2020 the Company repaid its remaining loans.

Net Loss

For the reasons stated above, our net loss for the three months ended September 30, 2020 was ($1,411,077) or ($0.06) per share, an increase of $(595,666) or 73%, compared to net loss of ($815,411), or ($0.04) per share, for the three months ended September 30, 2019.

Results of Operations for the nine months ended September 30, 2020 and 2019

Revenues

In August 2020 the Company successfully launched the Coro mobile payment application on a commercial basis. The Coro app is available for users to download in the Apple Store and Google Play. The Company generated nominal transaction revenues of $418 during the nine months ended September 30, 2020.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2020 were $3,052,827, a decrease of $106,364 or approximately 17% compared to selling, general and administrative expenses of $3,159,191 for the nine months ended September 30, 2019. Stock compensation due to consulting fees increased by $1,021,880 to $1,513,432 for the nine months ended September 30, 2020 from stock compensation expense of $491,552 for the nine months ended September 30, 2019, in connection with the expansion of our operations. During the nine months ended September 30, 2020 the Company incurred advertising costs of $194,852 compared to $0 for the nine month ended September 30, 2019, as the Company prepared to launch its CORO product. The decrease in expense were mainly attributable to modifications of stock based compensation expenses of $1,957,313 incurred during the nine months ended September 30, 2019 which was partially offset by higher legal, professional and consulting fees during the nine months ended September 30, 2020.

Development Expense

Development expenses for the nine months ended September 30, 2020 were $911,029 compared to $890,695 for the nine months ended September 30, 2019. We incurred higher development expenses, including fees paid to vendors, for our CORO product during the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019 as we expanded development of our CORO product.

Interest Expense

Interest expense on debentures for the nine months ended September 30, 2020 and 2019, was $165,000 and $17,211, respectively. Interest expense during nine months ended September 30, 2020 included the expense for issuing 33,000 shares of common stock valued at $165,000 for the extension of a loan to a related party.

Net Loss

For the reasons stated above, our net loss for the nine months ended September 30, 2020 was ($4,128,438) or ($0.17) per share, an increase of $61,341 or 2%, compared to net loss of ($4,067,097), or ($0.18) per share, for the nine months ended September 30, 2019.

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

Revenues

Revenues for the three monthsyear ended September 30, 2018December 31, 2019 totaled $14$0 compared to revenues of $9,548$6,485 during the three monthsyear ended September 30, 2017.December 31, 2018. The decrease of $9,534$6,485 is related to the Company’s shift in business. We previously generated revenues from professional service specializing in HIPAA compliant retrieval, reproduction and release of information.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three monthsyear ended September 30, 2018December 31, 2019 totaled $845,462, a decrease$3,835,548, an increase of $97,887$1,379,774 or approximately 10%56% compared to selling, general and administrative expenses of $943,349$2,455,774 for the three monthsyear ended September 30, 2017.December 31, 2018. During the three monthsyear ended September 30, 2018 legal expense,December 31, 2019 consulting fees and compensation toincreased by $464,487 in connection with the expansion of our Chief Executive Office increased significantly.operations, which was partially offset by decreased marketing fees of $105,894. During the three monthsyear ended September 30, 2017,December 31, 2019 we incurred stock compensation expense of $2,617,291, compared to $1,550,995 for the Company incurred expenses of $818,472 related to the impairment of the software application referred to as the Dino Might program.year ended December 31, 2018 which was included in selling, general and administrative expenses.

Development Expense

Development expenses for the three monthsyear ended September 30, 2018December 31, 2019 totaled $423,317$997,620 compared to $0$962,063 for the three monthsyear ended September 30, 2017. DuringDecember 31, 2018. We began to incur significant development expenses, including fees paid to vendors, for our planned Coro product in the three monthsthird quarter of 2018, which continued during the year ended September 30, 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 ledgerDecember 31, 2019.

Interest Expense

Interest expense on convertible debentures for the three monthsyear ended September 30,December 31, 2019 and 2018, was $17,211 and 2017, was $97,110 and $9,637$606,527, respectively. The increase was mainly due toInterest expense during the expense incurred withyear ended December 31, 2018 included the amortization of $586,921 of beneficial conversion feature added to existing notes payable during the quarter.of convertible loans.

Other Expense

Loss on change in fair value of derivate liabilities for the three months ended September 30, 2018 and 2017 was $0 and $4,092 respectively.

Net Loss

For the reasons stated above, our net loss for the three months ended September 30, 2018 was $1,365,875 or $0.06 per share, an increase of $416,858, compared to net loss of $949,017, or $6.60 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.

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 derivatederivative liabilities for the year ended December 31, 20172019 and 2018 was $6,839 compared to a gain of $6,500 for the year ended December 31, 2016.$0 and $6,088 respectively.

Net Loss

For the reasons stated above, our net loss for the year ended December 31, 20172019 was $1,316,356,($4,850,379) or ($0.21) per share, an increase of $892,646,$(826,412) or 21%, compared to net loss of $423,710,($4,023,967), or ($0.26) per share, during the year ended December 31, 2016.2018.

Liquidity and Capital Resources

As of September 30, 2018,2020, we had cash of $1,001,387, which$1,483,925, compared to cash of $730$470,800 as of December 31, 2017.2019. Net cash used in operating activities for the nine months ended September 30, 20182020 was $885,646.$2,389,780. Our current liabilities as of September 30, 2020 of $494,134 consisted of: $407,415 for accounts payable and due to customers of $86,719.

During the nine months ended September 30, 2020 we entered into and closed subscription agreements with accredited investors pursuant to which we sold to the investors an aggregate of 717,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $3,585,000. We repaid $180,382 of outstanding principal of a note payable from a then-related party. The balance at September 30, 2020 was $0.

Net cash used in operating activities for the nine months ended September 30, 2019 was $1,719,434.

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 320,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $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 its then-largest stockholder in the principal amount of $110,000 with an original issue discount of $10,000. The note has a 0% interest rate and had an original maturity date of March 31, 2019, which has been extended to December 31, 2019. 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.

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

During the year ended December 31, 2019 we entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 482,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $2,410,000. A related party advanced us $3,000 and was repaid $3,000. In February 2019, the Company issued a promissory note to a then-related party 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 September 30, 2020. Following the maturity date, the note bears a 9% annual interest rate until paid in full. In April 2019, we repaid $50,000 of a convertible loan to a related party and exchanged the remaining $50,000 into 10,000 shares of common stock valued at $50,000.

Net cash used in operating activities for the year ended December 31, 2018 was $1,653,420. Our current liabilities as of December 31, 2018 of $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,$300,995, note payable – related party of $116,585,$100,000, and derivative liability of $0.

From June 2018 to July 2018 the Companywe 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 Companywe 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 iswas the Company’s chief executive officer.former 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, we had cash of $730, compared to cash of $13,118 as of December 31, 2016. Net cash used in operating activities for the year ended December 31, 2017 was $275,488. Our current liabilities as of December 31, 2017 totaled $929,032; and consisted of $235,589 for accounts payable and accrued liabilities, convertible debenture of $19,055, overdraft of $1,577, 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 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.

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

Effective January 1, 2018, we recognize revenue in accordance with Accounting Standards Codification 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. The Company had historically generatedupdated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from licensing the right to utilize its proprietary softwarecontracts with customers. The standard was effective for the storagefirst interim period within annual reporting periods beginning after December 15, 2017, and distributionwe adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of healthcare information to individuals and affinity groups. For revenue from product sales, the Company recognized revenuethis guidance did not have a material impact on four basic criteria which must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.our financial statements.

Stock-Based Compensation

The Company accountsWe account for all compensation related to stock,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 usesWe use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

Impairment of long-lived assets

The Company reviewsWe review 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 itsWe conduct our 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 updatedupdates 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’sour 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 Company’s primary sourceadoption of revenue has been from providingthis ASU did not have 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.material impact on our balance sheet.

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

MARKET FOR DIVIDENDS ON REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERSCoro Global Inc. is a Nevada corporation formed in 2005. Since 2018, we have been in the business of financial technology, also known as Fintech. From March 2018 to January 2020 the Company was known as Hash Labs Inc., a name chosen because of the advanced distributed ledger technology we license which is called hashgraph. Effective January 9, 2020, we changed our name to Coro Global Inc. to align our company name with our primary product.

Our common stockCORO Product Overview

We have developed and commenced commercializing a financial technology product, CORO which uses advanced distributed ledger technology for improved security, speed, and reliability. CORO is quoted undera global money transmitter that allows customers to send, receive, and exchange currencies faster, cheaper and more securely, initially consisting of the symbol “HLAB”ability to send, receive and exchange U.S. dollars and gold. Our mission through CORO is to democratize access to gold as sound money. CORO makes it simple, convenient and affordable to use gold as money. The CORO mobile app was completed and released in select U.S. markets in August 2020. Following the initial commercial release, CORO has expanded into new markets and is now licensed, approved and operating in 23 U.S. states plus the District of Columbia. CORO intends to expand the release of the app throughout the U.S. in 2021. The Company will also pursue money transmission licenses in foreign countries such as Mexico and Canada.

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

CORO Money Transmitter Business

CORO is a mobile application that allows customers to send and receive USD or XAU. CORO operates on a private permissioned network which increases the level of security and compliance.

In order to use CORO, customers are required to pass an identity verification and stringent anti-money laundering/know-your customer check, to prevent bad actors from joining and assist in ensuring regulatory compliance. Our FCRM platform will manage onboarding, screening and monitoring of CORO’s customers.

CORO provides its customers with the benefits of speed, security, transparency, and ease of use, as well as the opportunity to transact in dollars or gold on the OTC Pink tierfastest distributed ledger technology (DLT) on the market.

We believe CORO is solving the following two important problems:

CORO maintains segregated custody accounts to facilitate the flow of funds. One custody account is maintained by the independent vaulting custodian for storage of users’ physical gold. The CORO users’ gold is fully insured at all times. The users’ gold account balances are represented in XAU, the International Organization of Standardization’s currency code for gold where 1 XAU is equal to 1 troy ounce of gold. A separate segregated custody account is a U.S. dollar account held at a FDIC insured U.S. Bank. U.S. dollar account balances are 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 are able to:

We operate as a licensed money transmitter company by allowing users of our mobile app to send and receive monetary value currently in two formats: USD and XAU.

CORO Process

The CORO platform operates as follows:

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 OTC Markets. Thereproperty. In bailment law, ownership and possession of the gold are split and they merge at the moment of delivery. CORO 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 minimal trading activitytheir absolute property. This is evidenced by:

CORO Gold Ownership

When a CORO customer purchases gold through the CORO mobile payment application, the CORO user becomes the legal owner of the gold. CORO instantly routes gold purchase transactions through a gold dealer. Within the CORO app, customers’ U.S. dollars are exchanged for an equivalent amount of gold at the prevailing spot rate. CORO’s spot rate is derived from a number of gold market sources including but not limited to, our gold dealer the Chicago Mercantile Exchange, or CME and the LBMA. The CORO spot rate also includes our spread. 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. Our 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 Global Inc. or Coro Corp.’s dissolution or failure, CORO’s customers would not risk becoming creditors of the Company since their ownership of their gold is direct. Coro Corp. through the CORO app 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 of the independent gold vaulting custodian 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 Corp. 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 Corp. 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 United States, money transmission activities are strictly regulated both at the 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 jurisdictions. 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, or MSB, and a Dealer in Precious Metals. 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, we must comply with recordkeeping, reporting, and transaction monitoring requirements under FinCEN regulations. 

As a registered money services business, Coro Corp. is required to be licensed in the states where it operates. Coro Corp. is in the process of obtaining individual money transmission licenses state-by-state in the jurisdictions where it plans to provide its services. To date, we have been licensed to operate CORO in the following U.S. states and jurisdictions Alabama, Alaska, Arkansas, Arizona, Delaware, Idaho, Iowa, Florida, Georgia, Massachusetts, Minnesota, Mississippi, Montana, New Hampshire, New Jersey, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, South Dakota, Washington, Washington D.C., and Wisconsin. We have launched CORO in the above-mentioned U.S. states and jurisdictions.

In addition to an application process that includes providing a detailed business plan and criminal and financial background check on all officers and controlling parties of the applying company, licensed money transmitters are subjected to strict requirements such as providing annual audited financial statements, filing quarterly reports, and maintaining at all times a minimum net worth and a surety bond approved by the state’s Commissioner. Due to its main office being located in the State of Florida, Coro Corp. filed an initial application for Money Transmitter license (FT2) with the Florida Office of Financial Regulations on October 4, 2019 and obtained its license on March 18, 2020. Since then, Coro Corp. has filed money transmitter license applications in 31 additional states, some of which are still under review by the respective state banking departments. We anticipate that we will receive nationwide money transmitter licensure to operate CORO by the end of 2021.  

The Commodity Futures Trading Commission (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 our common stock.money transmission business, we do the following:

CORO Revenue Model

Customers of the CORO product are or 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 (which fee we waived through 2020 and may waive through the remainder of 2021) and (iv) a 0.5% fee to exchange XAU for delivery of physical gold (when we commence providing this service, which we have not yet done) . We collect and charge or, with respect to the fee for sending XAU to other CORO customers and the fee delivery of physical gold, anticipate that we will collect and charge such fees from CORO customers.

CORO Business Milestones

We began development of the CORO mobile application, database, infrastructure and the associated distributed private permissioned DLT network, in September of 2018. Following nearly two years of design, development and testing the CORO mobile application and DLT powered gold payment system was completed and released to the public on August 5, 2020. Having completed the commercial release of CORO, the Company has established new milestones for 2021. These milestones include: 1.) implementation of the digital marketing and customer acquisition program; 2.) continuously improving CORO app performance, functionality and user experience; and 3.) acceleration of the state money transmission licensure program in the U.S. to achieve nationwide licensure, as well as filing money transmission license applications with regulators in Mexico and Canada;

We have relied and continue to rely upon both employees and contractors. CORO’s commercialization and continued enhancement is being led by David Dorr, the Founder and recently appointed CEO of the Company, and Brian Dorr, the Co-founder and recently appointed COO of the Company. They will continue the coordination of our technology development resources and team of consultants. We intend to increase our technology development team during 2021, as we continue to improve the functionality and performance of the CORO mobile application.

As of December 19, 2018, there were approximately 1,084 holdersJanuary 22, 2021 the CORO app has had 6,372 downloads of recordwhich 875 have become verified users. There are 5,373 individuals on our waiting list in states where we are pending approval of our common stock.money transmission licenses. Upon our receipt of money transmission licenses in those states, these individuals will then have the opportunity to become verified users. 

Hashgraph License

Dividend PolicyCORO is built on a new generation of DLT utilizing the Hashgraph consensus algorithm, (“Hashgraph”). We believe Hashgraph is superior to the current generation of DLT. Hashgraph is owned by Swirlds, Inc., (“Swirlds”). In July 2020, we entered into an amended and restated software license agreement with Swirlds to license Hashgraph.

The Company has never declared or paid any cash dividends on its common stockDLT is disrupting and does not expecttransforming existing markets in multiple industries. However, we believe there are four fundamental obstacles to paybe overcome before DLT can be widely accepted and any cash dividends for the foreseeable future.adopted across every industry and geography. These obstacles are:

Securities Authorized for Issuance Under Equity Compensation PlansPerformance: The technology is built on Hashgraph, which provides near-perfect efficiency in bandwidth usage and consequently can process upwards of 500,000 transactions per second. To put the speed of our network in perspective, Visa’s network handles an estimated 35,000 transactions per second.

None.Security: Hashgraph achieves the highest standard for security in the field of distributed consensus: asynchronous Byzantine Fault Tolerance (aBFT). Other networks that use coordinators, leaders, or communication timeouts tend to be vulnerable to Distributed Denial of Service (DDoS) attacks against those vulnerable areas. Hashgraph is resilient to these types of attacks and achieves the theoretical limits of security. Achieving this level of security at scale is a fundamental advance in the field of distributed systems as it is the gold standard for security in this category.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURERegulatory Compliance: The Hashgraph technical framework includes an Opt-In Escrow Identity mechanism that gives customers a choice to bind verified identities to otherwise anonymous accounts, which is designed to provide governments with the oversight necessary to ensure regulatory compliance. This is optional, and each user will be able to decide what kinds of credentials, if any, to reveal.

None.Hashgraph accomplishes being fair, fast, efficient, inexpensive, timestamped, and DDoS resistant.

DIRECTORS AND EXECUTIVE OFFICERSOur Hashgraph private-permissioned network provides the strongest foundation for CORO. We believe it will enable the CORO product to achieve unprecedented speed with fractional cost per transaction, all while maintaining or exceeding current bank-grade security.

Intellectual Property

In addition to our right to the use of Hashgraph as discussed above, our intellectual property currently includes our trademark “CORO” for a mobile application for certain financial and computer software services. We have a pending trademark registration application for “CORO” in the United States and several additional countries.

Marketing, Communications and Growth Strategy

During the first half of 2020 we made a significant investment of time and resources in completion of a comprehensive growth strategy for marketing, communications and customer acquisition. Our strategy follows a growth marketing approach, with rapid experimentation across marketing channels and product development paths to determine the most effective and sustainable way to acquire and retain customers. Our go-to market strategy fuses data analysis and behavioral research to identify key customer segments. Under this strategy, user experience/user interface design optimization, highly targeted advertising, thought leadership, and PR tactics are implemented to acquire customers efficiently and build trust, which is our main brand pillar. Our growth plan was divided into 2 main stages – the pre-commercial launch stage and the post-launch stage. Our pre-launch stage was dedicated to garnering interest and enthusiasm from prospective CORO customers via digital marketing efforts. We have now embarked upon the post-launch stage, which is divided into traction, transition and growth sub-stages. During the traction sub-stage which we are now in, we are simply building momentum for growth.

We are focusing on finding product/market fit and growing our brand. Finding product/market fit means that we are getting early users, gathering their feedback and optimizing our product based on that feedback. Once we see signs that our business has gained market share and mindshare from our target audience we will scale our efforts and move into the transition sub-stage. During the transition sub-stage, we will take the information we gathered during traction and build up towards growth mode.

We will optimize and scale marketing channels that work for us. We will optimize customer acquisition costs and gain more insights into their lifetime value. We will also focus on scaling our marketing team. When we enter the growth sub-stage, we will be ready to deploy our growth engine and prove that it works. Our goal here will be to maximize our value proposition and achieve exponential growth.

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

Under our marketing and sales strategy, we have taken the following steps:

Employees

As of January 22, 2021, we have 2 full-time employees and retain approximately 16 consultants. We consider our relationship with our employees and consultants to be good.

Properties

We sub-lease, on a month-to-month basis under an arrangement with Brickell 21 Financial Centre, office space located at 1200 Brickell Avenue, Suite 310, Miami, FL 33131. 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 of any material legal proceedings.

MANAGEMENT

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 GoodeDavid Dorr is the Co-founder of Coro Global Inc. under the Company’s current business. He has been Chief Executive Officer, President and director of the Company since January 2021. Since 2010, Mr. Dorr has served as the Company’s the president, chief executive officer,Managing Principal of Dorr Asset Management LLC and chairmanas Managing Principal and Director of the board of directors,Dorr Asset Management SEZC (a Cayman Islands entity), since May 18. 2018.2012. The Dorr Asset Management companies provide investing and advisory services based on global macroeconomic analysis. Mr. Goode, a decorated former CaptainDorr’s experience includes trading in complex derivatives, equities, commodities, FX, and fixed income markets. His focus in physical commodities has been centered in the United States Marine Corps, joinedprecious metals sector. He has also served as a strategic advisor to various sovereign governments as it relates to gold, financial systems, and economic policies. Mr. Dorr is currently licensed as a Director in Cayman Islands by the Company from The Peninsula Group, LLC (“Peninsula”)Cayman Islands Monetary Authority and has previously served as Director of Registered Cayman Islands Mutual Funds. Prior to the Dorr Asset Management companies, Mr. Dorr was Co-founder & CEO of Life-Exchange, Inc., an investment origination and management company focused onelectronic trading platform for financial institutions trading longevity risk in the life insurance settlement market, where hesector. Life-Exchange, Inc. was the foundera U.S. publicly traded company 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 hasDorr served as Director and CEO. Mr. Dorr has an elected member of the Board of Directors of the Life Insurance Settlement Associationextensive background in finance and previously served as the Association’s Vice President and as Chairman of its Political Action Committee. Mr. Goode was recognizedrisk management, having worked 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 an Master of Arts Degree from The George Washington University. Mr. Goode’s business executive experiencecapital markets for nearly two decades, which qualifies him to serve as aon the Company’s board of directors. 

Brian Dorr is the Co-founder of Coro Global Inc. under the Company’s current business. He has been Chief Operating Officer and director of the Company.

Niquana NoelCompany since January 2021. Since 2010 Mr. Dorr has served as Managing Principal of Dorr Asset Management LLC and as Managing Principal, Director and Anti-Money Laundering Compliance Officer of Dorr Asset Management SEZC since 2012. The Dorr Asset Management companies provide investing and advisory services based on global macroeconomic analysis. Mr. Dorr’s experience includes trading in complex derivatives, equities, commodities, FX, and fixed income markets. His focus in physical commodities has been centered in the precious metals sector. He has also served as a strategic advisor to various sovereign governments as it relates to gold, financial systems, and economic policies. Mr. Dorr is currently licensed as a Director in Cayman Islands by the Cayman Islands Monetary Authority and has previously served as Director of a Registered Cayman Islands Mutual Fund. Prior to the Dorr Asset Management companies, Mr. Dorr was Co-founder & COO of Life-Exchange, Inc., an electronic trading platform for financial institutions trading longevity risk in the life insurance sector. Life-Exchange, Inc. was a U.S. publicly traded company and Mr. Dorr served as Director and COO. Mr. Dorr has an extensive background in finance and risk management, having worked in capital markets for nearly two decades, which qualifies him to serve on the Company’s chief operating officer since May 18, 2018 and asboard of directors.  

Rudolf Hüppi has served a director of the Company since August 2013. Ms. Noel served asJune 2020. Mr. Hüppi is the Company’s chief executive officerfounder of ParaLife, and since its formation in 2006, the Chairman and CEO of the ParaLife Group. ParaLife provides affordable and efficient insurance and other financial services solutions to people in informal economies, in the lower income and in underprivileged sectors. ParaLife is headquartered in Switzerland, operates in Latin America and is currently preparing for market entry in China. Mr. Hüppi had a long career with Zurich Insurance Group (Zurich Financial Services), which he joined in 1963. He headed up Zurich’s operations in India, held various positions for the company in the United States, and led Zurich’s International Division, serving the insurance and risk management needs of corporate customers around the world. In 1983, he was appointed to the Group Executive Board with oversight responsibility for the group’s activities throughout North America, the United Kingdom, Asia, and Australia. He was also appointed CEO of Zurich’s U.S. operations. He became Group COO in 1988 and president from January 2014 to May 2018. Prior to servingand CEO of Zurich Group in that capacity, Ms. Noel served1991. In 1993, Mr. Hüppi joined the board of directors and was elected Chairman in 1995. He resigned as operations managerCEO and Chairman in 2002. Since his retirement, and beyond building ParaLife into a leading microinsurance provider, Mr. Hüppi has been supporting various new ventures in China and the United States. He is a Fellow of the Company from 2008. Prior to joiningBatten Institute at the Company, Ms. Noel was the Executive Assistant to a Florida-based serial entrepreneur who had business interests ranging from the ownershipUniversity of Virginia Darden Business School. Mr. Hüppi’s financial and operation of cemeteries in Maryland, Virginiaexecutive knowledge and Florida to the ownership and operation of exotic, high performance car dealerships and auto accessory businesses. Ms. Noel’s operational experience qualifies herhim to serve on the Company’s board of directors.

Corporate GovernanceLou Naser has served as a director of the Company since June 2020 and as the Chairman since January 2021. Mr. Naser is the founder and managing partner of Global Wealth Partners, Inc., which he founded in 2010. He has over 30 years of experience in the wealth management and financial services industry. Mr. Naser creates the firm’s vision and oversees all of its strategic initiatives and key partnerships. This includes the firm’s acquisitions as well as global development, worldwide relationships, and private equity investments. Mr. Naser’s executive and financial knowledge and experience qualifies him to serve on the Company’s board of directors.

Carlos Naupari has served as a director of the Company since June 2020. Mr. Naupari has been CEO Brazil at Fligoo, a San Francisco-based advanced analytics company since July 2019. He began his career at UBS in New York in 2008. After half a decade on Wall Street, Mr. Naupari pivoted his professional journey towards technology companies and has held senior leadership roles at Rokk3R Inc (from July 2017 to June 2019), VARIV Capital (from January 2015 to June 2015) , and Rocket Internet AG (from June 2014 to January 2015) in the United States, Mexico, and Brazil. Mr. Naupari holds a BA from the University of Virginia. Mr. Naupari’s technology industry knowledge and experience qualifies him to serve on the Company’s board of directors.

Corporate Governance

Board of Directors’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,audit committee, a Compensation Committee orcompensation committee, and a Nominating Committee, or any committees performing similar functions. The functionsnominating and corporate governance committee. Each such board committee consists of those committees are currently undertaken by Boardour three independent directors. Mr. Hüppi serves as chair of Directorsour audit committee, Mr. Naupari serves as a whole.

Board Leadership Structureour compensation committee, and Role in Risk OversightMr. Naser serves chair of our nominating and corporate governance committee. Mr. Hüppi is our audit committee financial expert.

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.officers, except that David and Brian Dorr are brothers.

Involvement in Certain Legal Proceedings

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

Code of Ethics

We have adopted a Code of Ethics for adherence by all of our employees. In addition, certain provisions of the Code of Ethics are specifically directed to the Company’s Chief Executive Officer, Chief Financial Officer, and financial managers. We have adopted a Code of Ethics to ensure honest and ethical conduct; full, fair and proper disclosure of financial information in our periodic reports filed pursuant to the Exchange Act; and compliance with applicable laws, rules, and regulations. Our Code of Ethics is available on our website at www.coro.global.

EXECUTIVE COMPENSATIONExecutive 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.

Employment Agreements 

(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 CompanyWe entered into an employment agreement on May 18, 2018, with J. Mark Goode, our then-Chief Executive Officer and on May 31, 2019, and December 29, 2020, we entered into amendments to the Company’s chief executive officer.employment agreement. Pursuant to the employment agreement, as amended, Mr. Goode’s annual base salary iswas $96,000, which may increasecould be increased to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to the Company’sour performance and iswas subject to increases as set from time to time by the board.our board of directors. Upon the execution of the employment agreement, Mr. Goode received 500,000 shares of our common stock. Upon execution of the first amendment, we issued to Mr. Goode and his designee 750,000 shares of common stock, of the Company. After one year of employment by the Company as the chief executive officer, the Company willand we had no further obligation to issue to Mr. Goode additionalshares under the employment agreement. Pursuant to Mr. Goode’s employment agreement, as amended, Mr. Goode would have been required to return 500,000 shares if he was not serving as our Chief Executive Officer as of May 17, 2020.

Pursuant to the second amendment to the employment agreement, Mr. Goode agreed to resign as President, Chairman, and Chief Executive Officer of the Company effective December 31, 2020. From the period January 1, 2021 to January 31, 2021 Mr. Goode will be entitled to his base salary and any other regular compensation under the employment agreement and will assist the Company in the Company’s transition to a new Chief Executive Officer. Mr. Goode agreed that he would return 250,000 shares of the Company’s common stock if he were not serving as Chief Executive Officer of the Company as of December 30, 2020, and agreed to return 62,500 shares of common stock to the Company upon expiration of the employment agreement on January 31, 2021.

Outstanding Equity Awards at 2020 Fiscal Year-End

The following table sets forth our outstanding equity awards to our executive officers as of December 31, 2020.

Director Compensation

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

The following table sets forth compensation we paid to our directors during the year ended December 31, 2020 (excluding compensation under the Summary Compensation table above).

TRANSACTIONS WITH RELATED PERSONS

On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser, then a significant stockholder of the Company. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. The new note had an original maturity date of March 31, 2019, which was extended to September 30, 2020, and bore interest at the rate of 7% per year, due upon maturity.

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

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

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, the Company’s Chief Executive Officer and Chief Operating Officers, respectively, 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 a subscription agreement with Vantage pursuant to which the Company sold to Vantage 10,000 shares of common stock for a purchase price of $50,000.

On April 12, 2019, the Company entered into an exchange agreement with Vantage pursuant to which Vantage exchanged a portion of an outstanding promissory note of the Company held by Vantage, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company equal to 1% ofCompany.

During the outstanding shares ofyear ended December 31, 2019, the Company atpaid Dorr Asset Management LLC consulting fees and expenses of $107,306. Brian Dorr and David Dorr, the timeCompany’s Chief Executive Officer and Chief Operating Officers, respectively, are the Managing Principals of such issuance; after two years of employment byDorr Asset Management LLC.

On April 8, 2020, the Company as the chief executive officer, the Company will issue to Mr. Goode additionalissued 33,000 shares of common stock to the designee of Lyle Hauser in connection with the extension of the Company equal to 1%maturity date of the outstanding shares ofnotes held by Mr. Hauser.

On June 22, 2020, the Company atissued to Niquana Noel, the time of such issuance; and after three years of employment by the Company as the chief executive officer, the Company will issueCompany’s then-Chief Operating Officer, for services provided, six-month warrants to Mr. Goode additionalpurchase 50,000 shares of common stock, with an exercise price of $0.01. On June 30, 2020, the Company equal to 1% of the outstandingissued 50,000 shares of the Companycommon stock to Niquana Noel, upon exercise of Ms. Noel’s warrants, at the timean exercise price of such issuance.$0.01 per share.

Outstanding Equity Awards at 2017 Fiscal Year-EndDuring the nine months ended September 30, 2020, the Company paid Dorr Asset Management LLC consulting fees and expenses of $218,367. Dorr Asset Management LLC concluded its consulting services to the Company on November 30, 2020. There are no current compensation arrangements between the Company and David Dorr or Brian Dorr.

TheOn May 31, 2019, the Company had no outstanding equity awards as ofentered into an amendment to its employment agreement with J. Mark Goode, the Company’s then-Chief Executive Officer and on December 31, 2017.29, 2020, we entered into amendment No. 2 to the employment agreement with J. Mark Goode. See “Executive Compensation.”

Director CompensationOn January 15, 2021, we entered into a securities purchase agreement with Lou Naser, the Company’s chairman, pursuant to which we issued and sold to Mr. Naser 6,000 shares of common stock for a purchase price of $5.00 per share.

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

Mr. Hüppi, Mr. Naser and Mr. Naupari are independent as defined under Nasdaq Marketplace Rules. 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of December 19, 2018,January 25, 2021, 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’sour executive officers and directors; and (iii) the Company’sour directors and executive officers as a group.

The table lists applicable percentage ownership based on 22,848,24625,413,746 shares of common stock outstanding as of December 19, 2018.January 25, 2021. 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 25, 2021. 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 LabsCoro Global Inc., 78 SW 7^th Street,Brickell 21 Financial Centre, 1200 Brickell Avenue, Suite 310, Miami, FL 33130.33131.