Coro Global Inc. (Form: S-1/A, Received: 01/26/2021 06:05:35)

As filed with the Securities and Exchange Commission on January 25, 2021

Registration No. 333-238187

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment No. 1)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CORO GLOBAL INC.

(Exact name of registrant as specified in its charter)

Nevada

7372

85-0368333

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Brickell 21 Financial Centre

1200 Brickell Avenue, Suite 310

Miami, FL 33131

866-806-2676

(Address, including zip code and telephone number, including

area code, of registrant’s principal executive offices)

David Dorr

Brickell 21 Financial Centre

1200 Brickell Avenue, Suite 310

Miami, FL 33131

866-806-2676

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Thomas A. Rose, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 37^th Floor

New York, New York 10036

(212) 930-9700

Joseph M. Lucosky, Esq.

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5^th Floor

Woodbridge, New Jersey 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of the registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee ⁽²⁾
Common Stock, par value $0.0001 ⁽²⁾	$	17,250,000	$	1,881.98
Total		17,250,000		1,881.98	*

(1)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares.

(2)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

$1,622.50 was previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED JANUARY 25, 2021

2,912,621 Shares of Common Stock

Coro Global Inc.

We are offering an aggregate of 2,912,621 shares of our common stock, $0.0001 par value per share at an assumed public offering price of $5.15 per share based on the last quoted price of our common stock on January 22, 2021.

Our common stock is presently quoted on the OTCQB under the symbol “CGLO”.

We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “CORO”. No assurance can be given that our application will be approved. If our application is not approved, we will not complete this offering.

The final public offering price per share will be determined through negotiation between us and the underwriter in this offering and will take into account the recent market price of our common stock, the general condition of the securities market at the time of this offering, the history of, and the prospects for, the industry in which we compete, and our past and present operations and our prospects for future revenues. The recent market price used throughout this prospectus may not be indicative of the public offering price per share.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 4 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions⁽¹⁾	$	$
Proceeds to us, before expenses	$	$

(1)

See “Underwriting” for a description of compensation payable to the underwriters.

We have granted a 45-day option to the representative of the underwriters to purchase up to 436,893 additional shares of our common stock, solely to cover over-allotments, if any.

The underwriters expect to deliver our shares to purchasers in the offering on or about ______, 2021.

Maxim Group LLC

The date of this prospectus is , 2021

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	2
Risk Factors	4
Special Note Regarding Forward-Looking Statements	9
Use of Proceeds	9
Market for Common Stock	9
Dividend Policy	10
Dilution	10
Capitalization	11
Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Business	16
Management	23
Transactions with Related Persons	27
Security Ownership of Certain Beneficial Owners and Management	29
Description of Capital Stock	30
Underwriting	31
Legal Matters	34
Experts	34
Where You Can Find More Information	34
Financial Statements	F-1

You should rely only on the information contained in this prospectus, as supplemented and amended. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and future growth prospects may have changed since those dates.

For investors outside the United States: We have not and the underwriters have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

We urge you to read carefully this prospectus, as supplemented and amended, before deciding whether to invest in any of the common stock being offered.

As used in this prospectus and unless otherwise indicated, the terms “we,” “us,” “our,” “Coro Global,” or the “Company” refer to Coro Global Inc. and its wholly owned subsidiary, Coro Corp.

PROSPECTUS SUMMARY

This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 4, and the financial statements and related notes included in this prospectus.

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 a global money transmitter that allows customers to send, receive, and exchange currencies faster, cheaper and more securely, initially consisting of the ability to send, receive and exchange U.S. dollars and gold. Our mission through CORO is to democratize access to gold as sound money. CORO makes it simple, convenient and affordable to use gold as money. The CORO mobile app was completed and released in select U.S. markets in August 2020. Following the initial commercial release, CORO has expanded into new markets and is now licensed, approved and operating in 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.

Corporate Information

Our principal executive offices are located at Brickell 21 Financial Centre, 1200 Brickell Avenue, Suite 310, Miami, FL 33131, and our telephone number is 866-806-2676. Our website address is https://coro.global. Information on our website is not part of this prospectus.

THE OFFERING

Securities offered by us:		An aggregate of 2,912,621 shares of our common stock at an assumed public offering price of $5.15 per share based on the last quoted price of our common stock on January 22, 2021.

Common stock outstanding before the offering⁽¹⁾		25,413,746 shares of common stock.

Common stock to be outstanding after the offering⁽²⁾		28,263,867 shares of common stock. If the underwriter’s over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be 28,700,760.

Option to purchase additional shares		We have granted the underwriters a 45-day option to purchase up to 436,893 additional shares of our common stock to cover allotments, if any.

Use of proceeds		We intend to use the net proceeds of this offering for general corporate purposes, including expanding the commercial launch and marketing of our CORO product, customer acquisition and working capital. See “Use of Proceeds.”

Risk factors		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 4 before deciding to invest in our securities.

Trading symbol		Our common stock is currently quoted on the OTCQB under the trading symbol “CGLO”. We have applied to the Nasdaq Capital Market to list our common stock under the symbol “CORO”. No assurance can be given that our application will be approved. If our application is not approved, we will not complete this offering.

Lock-ups		We, our directors and executive officers, and holders of 3% or more of our outstanding common stock will agree with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into common stock for a period of 4 months after the date of this prospectus. See “Underwriting.”

(1)	Based on shares of common stock outstanding on January 25, 2021. Includes 62,500 shares that will be returned to the Company on January 31, 2021 (see “Executive Compensation--Employment Agreements”).

(2)	Based on assumed public offering price of $5.15. Gives effect to (i) the issuance of 2,912,621 shares of common stock in this offering based on the assumed public offering price, and (ii) the return of 62,500 shares that will occur on January 31, 2021.

Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase additional shares of common stock to cover over-allotments, if any.

Summary Financial Information

The following consolidated balance sheet data as of December 31, 2019 and December 31, 2018 and selected consolidated statement of operations data for the years ended December 31, 2019 and December 31, 2018 have been derived from our audited financial statements included elsewhere in this prospectus. The consolidated balance sheet data as of September 30, 2020 and the selected consolidated statements of operations data for the nine months ended September 30, 2020 and September 30, 2019 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the unaudited interim condensed consolidated financial statements.

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes included elsewhere in this prospectus. The historical results presented below are not necessarily indicative of the results that may be expected in any future period.

Consolidated Balance Sheet Data

	September 30,		December 31,		December 31,
	2020		2019		2018
Assets
Total current assets	$	1,772,504	$	477,518	$	223,576
Total assets	$	1,783,214	$	487,219	$	235,270
Liabilities and Stockholders’ Deficit
Total current liabilities	$	494,134	$	333,933	$	709,891
Total stockholders’ equity / (deficit)		1,289,080		153,286		(474,621	)
Total liabilities and stockholders’ equity / (deficit)	$	1,783,214	$	487,219	$	235,270

Consolidated Statement of Operations Data

	For the Nine Months Ended						For the Years Ended
	September 30,						December 31,
	2020			2019			2019			2018
Revenue	$	418		$	-		$	-		$	6,485
Total operating expenses		3,963,856			4,049,886			4,833,168			3,417,837

Loss from operations		(3,963,438	)		(4,049,886	)		(4,833,168	)		(3,411,352	)
Total other expenses		(165,000	)		(17,211	)		(17,211	)		(612,615	)
Net loss	$	(4,128,438	)	$	(4,067,097	)	$	(4,850,379	)	$	(4,023,967	)

RISK FACTORS

Investing in our securities includes a high degree of risk. Prior to making a decision about investing in our securities, you should consider carefully the specific factors discussed below, together with all of the other information contained in this prospectus. Our business, financial condition, results of operations and prospects could be materially and adversely affected by these risks.

Risks Related to Our Business

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

We have a limited operating history, in particular under our current business focus, and we may not succeed. We released CORO, our first product under our current business focus, in select US markets in August 2020. You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages. For example, unanticipated expenses, problems, and technical difficulties may occur and they may result in material challenges to our business. We may not be able to successfully address these risks and uncertainties or successfully implement our operating strategies. If we fail to do so, such failure could have a material adverse effect on our business, financial conditions and results of operation. We may never generate significant revenues or achieve profitability.

We may not succeed in commercializing CORO or any future product.

We commenced commercializing our CORO product in August 2020 and we have begun generating revenues. We may face difficulties or delays in the commercialization of CORO or any future products, which could result in our inability to timely offer products or services that satisfy the market.

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

There are many financial technology companies developing money transmission products, and more competitors are likely to arrive. Some of our competitors have considerably more financial resources than us, and the backing of traditional large financial institutions. As a result, we may not be able to successfully compete in our market, which could result in our failure to successfully commercialize CORO, or otherwise fail to successfully compete. There can be no assurances that we will be able to compete successfully in this environment.

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

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

We may not be able to raise capital as needed to develop our products or maintain our operations.

We expect that we will need to raise additional funds to execute our business plan and expand our operations. Additional financing may not be available to us on favorable terms, or at all. If we cannot raise needed funds on acceptable terms, our business and prospects may be materially adversely affected.

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

A disruption of the Internet may affect the use of our products. Generally, our products are dependent upon the Internet. A significant disruption in Internet connectivity could disrupt network operations until the disruption is resolved.

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

The price of gold is continuously changing and has exhibited periods of volatility throughout history. Customers that choose to maintain gold balances (which would be in XAU, the International Organization of Standardization’s currency code for gold.) but have personal liabilities in U.S. dollars (USD) will be exposed to this potential volatility and could incur significant gains or losses when converting from XAU back to USD. This may make CORO less appealing to prospective customers.

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

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

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

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

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

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

The successful operation and development of our business will be dependent primarily upon the operating and management skills of our managers, advisors, and technical personnel. The loss of the services of any one of our key personnel, in particular our Chief Executive Officer, David Dorr, and Chief Operating Officer, Brian Dorr, could have a material adverse impact on our ability to realize our objectives, including our ability to complete development of, launch and commercialize our planned products, which could have a material adverse effect on our business, financial condition and results of operations.

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

Our intellectual property, which currently includes our trademark for “CORO” (registration pending) and our license for use of Hashgraph (see “Business—Hashgraph License”), and proprietary rights are essential to our ability to remain competitive and successful in the development of our products and our business. We expect to rely on a combination of trademark, copyright, and trade secret laws as well as confidentiality agreements and procedures, non-competition agreements, and other contractual provisions to protect our intellectual property, other proprietary rights, and our brand. Our intellectual property rights may be challenged, invalidated or circumvented by third parties. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by employees or competitors. If we do not adequately protect our intellectual property or proprietary rights, our competitors could use it to enhance their products, compete against us, and take our market share. Our inability to adequately protect our intellectual property could adversely affect the Company’s business, financial condition and results of operations.

Other companies may claim that we infringe their intellectual property.

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

We have an evolving business model.

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

The Covid-19 pandemic may negatively affect our operations.

The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business, operations and our future financial performance.

The impact of the pandemic on our business, operations and future financial performance could include, but is not limited to, that:

●

We may experience delays in expanding commercialization of our product;

●

The rapid and broad-based shift to a remote working environment creates inherent productivity, connectivity, and oversight challenges.

●

Volatility in the equity markets could affect the value of our equity to shareholders and have an impact on our ability to raise capital.

If we fail to comply with anti-money laundering laws, it may harm our business.

We are subject to various anti-money laundering and counter-terrorist financing laws and regulations that prohibit, among other things, our involvement in transferring the proceeds of criminal activities. Regulators in the U.S. and other regulators globally continue to increase their scrutiny of compliance with these obligations, which may require us to further revise or expand our compliance program, including the procedures we use to verify the identity of our customers and to monitor transactions. In addition to laws in the United States, other countries in which we plan to operate also have anti-money laundering and counter-terrorist financing laws and regulations, and we may be required to make changes to our compliance program in various jurisdictions in response. Such changes could have the effect of making compliance more costly and operationally difficult to manage, lead to increased friction for customers, and result in a decrease in business. Non-compliance with anti-money laundering laws may subject us to significant fines, penalties, lawsuits, and enforcement actions, result in regulatory sanctions and additional compliance requirements, increase regulatory scrutiny of our business, restrict our operations or damage our reputation and brand.

Risks Related to this Offering and our Common Stock

There is not an active, liquid market for our common stock, and investors may find it difficult to buy and sell our shares.

Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTCQB, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. Further, there is little reported trading in our common stock. These factors may have an adverse impact on the trading and price of our common stock.

Further, we have applied to have our common stock listed on the Nasdaq Capital Market. If our application is not approved, we will not complete this offering. In the event this offering is completed and our common stock is listed on the Nasdaq Capital Market, there is no assurance an active trading market for our common stock will develop or be sustained or that we will remain eligible for continued listing on the Nasdaq Capital Market.

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

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

●

variations in our quarterly operating results;

●

announcements that our revenue or income are below analysts’ expectations;

●

general economic slowdowns;

●

sales of large blocks of our common stock; and

●

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments.

Our common stock has in the past been, and may in the future be considered a “penny stock” and thus be subject to additional sale and trading regulations that may make it more difficult to buy or sell.

Our common stock, which is traded on the OTCQB has in the past been, and may (if it is not then listed on a national securities exchange such as the Nasdaq Capital Market) in the future be considered a “penny stock.” Securities broker-dealers participating in sales of “penny stock” are subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

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

We have paid no dividends on our common stock to date and we do not anticipate paying any dividends to holders of our common stock in the foreseeable future. While our future dividend policy will be based on the operating results and capital needs of the business, we currently anticipate that we will retain any earnings to finance our future expansion and for the implementation of our business plan. Investors should take note of the fact that a lack of a dividend can further affect the market value of our common stock, and could significantly affect the value of any investment in the Company.

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

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors has the authority to issue up to 10,000,000 shares of our preferred stock without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders of preferred stock the right to our assets upon liquidation, or the right to receive dividend payments before dividends are distributed to the holders of common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any shares of preferred stock or to create any series of preferred stock, we may create such series and issue such shares in the future.

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

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

Ownership of our common stock is highly concentrated.

Our executive officers, directors, and principal stockholders will beneficially own an aggregate of approximately 75% of our outstanding common stock (see “Security Ownership of Certain Beneficial Owners and Management”) after giving effect to the sale of the shares offered hereby. As a result, such principal stockholders will be able to exert significant control over the election of the members of our board of directors, our management, and our affairs, and other corporate transactions (such as mergers, consolidations, or the sale of all or substantially all of our assets) that are submitted to shareholders for approval, and their interests may differ from the interests of other stockholders.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of shares offered in this offering at an assumed public offering price of $5.15 per share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of approximately $4.57 per share. See “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase our common stock in the offering.

Management will have broad discretion as to the use of the proceeds from this offering, and may not use the proceeds effectively.

Our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that may not improve our results of operations or enhance the value of our common stock. Our failure to apply these funds effectively could have a material adverse effect on our business and cause the price of our common stock to decline.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance. We may, in some cases, use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes to identify these forward-looking statements.

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

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

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the securities we are offering will be approximately $13.6 million (or approximately $15.7 million if the underwriters exercise in full their over-allotment option), after deducting the estimated underwriting discounts and commissions and estimated offering costs payable by us.

We intend to use the net proceeds from this offering for general corporate purposes, including expanding the commercial launch and marketing of our CORO product, customer acquisition and working capital.

This expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment grade, interest bearing instruments and U.S. government securities.

MARKET FOR COMMON STOCK

Our common stock is quoted on the OTCQB under the symbol “CGLO.” We have applied to have our common stock listed on the Nasdaq Capital Market under the symbol “CORO”. No assurance can be given that our application will be approved. If our application is not approved, we will not complete this offering.

As of January 25, 2021 there were approximately 1,181 holders of record of our common stock.

Equity Compensation Plan Information

The following table provides equity compensation plan information as of December 31, 2020:

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

DIVIDEND POLICY

DILUTION

If you purchase shares of common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share and the net tangible book value per share of our common stock after this offering. Our net tangible book value as of September 30, 2020 was $1,287,101 or $0.05 per share of common stock. After giving effect to the sale by us of 320,000 shares of common stock between October 1, 2020 and January 25, 2021 for gross proceeds of $1,600,000, our pro forma net tangible book value at September 30, 2020 would have been $2,887,101 or $0.11 per share.

“Net tangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book value per share” is net tangible book value divided by the total number of shares of common stock outstanding.

After giving effect to the sale by us in this offering of 2,912,621 shares at an assumed public offering price of $5.15 per share (the closing price of our common stock on January 22, 2021) and after deducting the estimated underwriting discounts and commissions and estimated offering expenses that we will pay, our pro forma as adjusted net tangible book value as of September 30, 2020 would have been approximately $16,507,101, or $0.58 per share of common stock. This amount represents an immediate increase in net tangible book value of $0.47 per share to existing stockholders and an immediate dilution of $4.57 per share to purchasers in this offering.

The following table illustrates the dilution:

Assumed public offering price per share	$	5.15
Net tangible book value per share as of September 30, 2020	$	0.05
Pro forma net tangible book value per share as of September 30, 2020	$	0.11
Increase in net tangible book value per share attributable to this offering	$	0.47
Pro forma as adjusted net tangible book value per share after this offering	$	0.58
Dilution per share to new investors	$	4.57

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 our cash and our capitalization as of September 30, 2020 on:

●

an actual basis; and

●

on a pro forma as adjusted basis to give effect to the sale by us (i) 320,000 shares of common stock for gross proceeds of $1,600,000 from October 1, 2020 to January 25, 2021, and (ii) 2,912,621 shares of common stock in this offering, at the assumed public offering price of $5.15 per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

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.

	As of September 30, 2020
	Actual			Pro Forma as adjusted
Cash	$	1,396,545		$	16,615,545
Stockholders’ equity:
Preferred stock, $.0001 par value: 10,000,000 shares authorized, 0 shares issued and outstanding		0			0
Common Stock, $.0001 par value: 700,000,000 shares authorized; 25,052,746 shares outstanding as of September 30, 2020 actual; 28,285,367 shares outstanding pro forma as adjusted		2,505			2,828
Additional paid-in capital		44,540,824			59,760,501
Accumulated deficit		(43,254,249	)		(43,254,249	)
Total stockholders’ equity		1,289,080			16,509,080

The number of shares to be outstanding immediately after giving effect to this offering as shown above is based on 25,052,746 shares outstanding as of September 30, 2020.

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

The following discussion highlights the principal factors that have affected our financial condition and results of operations as well as our liquidity and capital resources for the periods described. This discussion should be read in conjunction with our Consolidated Financial Statements and the related notes included in this prospectus. This discussion contains forward-looking statements. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Results of Operations for the three 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 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 year ended December 31, 2019 totaled $0 compared to revenues of $6,485 during the year ended December 31, 2018. The decrease of $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 year ended December 31, 2019 totaled $3,835,548, an increase of $1,379,774 or approximately 56% compared to selling, general and administrative expenses of $2,455,774 for the year ended December 31, 2018. During the year ended December 31, 2019 consulting fees increased by $464,487 in connection with the expansion of our operations, which was partially offset by decreased marketing fees of $105,894. During the year ended December 31, 2019 we incurred stock compensation expense of $2,617,291, compared to $1,550,995 for the year ended December 31, 2018 which was included in selling, general and administrative expenses.

Development Expense

Development expenses for the year ended December 31, 2019 totaled $997,620 compared to $962,063 for the year ended December 31, 2018. We began to incur significant development expenses, including fees paid to vendors, for our planned Coro product in the third quarter of 2018, which continued during the year ended December 31, 2019.

Interest Expense

Interest expense on debentures for the year ended December 31, 2019 and 2018, was $17,211 and $606,527, respectively. Interest expense during the year ended December 31, 2018 included the amortization of $586,921 of beneficial conversion of convertible loans.

Other Expense

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

Net Loss

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

Liquidity and Capital Resources

As of September 30, 2020, we had cash of $1,483,925, compared to cash of $470,800 as of December 31, 2019. Net cash used in operating activities for the nine months ended September 30, 2020 was $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 $709,891 consisted of: $223,067 for accounts payable and accrued liabilities, net convertible debenture – related party of $85,829, deferred compensation of $300,995, note payable – related party of $100,000, and derivative liability of $0.

From June 2018 to July 2018 we 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, we 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 was the Company’s 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 $101,935.

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

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 updated guidance states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. The standard was effective for the first interim period within annual reporting periods beginning after December 15, 2017, and we adopted the standard using the modified retrospective approach effective January 1, 2018. The adoption of this guidance did not have a material impact on our financial statements.

Stock-Based Compensation

We account for all compensation related to stock; options or warrants using a fair value-based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. We use the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

Impairment of long-lived assets

We review long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. We 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 updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on our financial position, results of operations or cash flows.

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

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.

BUSINESS

Coro 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 CORO Product Overview

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 fastest distributed ledger technology (DLT) on the market.

We believe CORO is solving the following two important problems:

●

The ability to send and receive currency faster, cheaper, more securely and across borders with ease. Current fees for sending payments from one country to another are in the double digits as a percentage of the amount being sent. CORO aims to lower the price of sending and receiving money, dramatically opening up financial services to a wider audience.

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The ability to use gold as money has not existed in decades. Much like physical cash is disappearing because it became inconvenient to use in modern transactions, physical gold is also not convenient for everyday transactions. We believe CORO will solve this by allowing customers to send and receive gold as money. As a registered money service business and licensed money transmitter, Coro Corp. (the Company’s wholly owned subsidiary) will be required to maintain custody accounts for U.S. dollars (USD) and gold (XAU) on behalf of its customers.

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:

●

Deposit USD into their CORO account. Under this process, customers fund their CORO USD account by entering their bank information in the mobile app and authorizing the transfer of the desired amount to our U.S. banking custodian by ACH.

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Exchange USD for XAU. Under this process, customers are able to exchange USD into XAU at the current XAU to USD global exchange rate minus CORO’s transaction fees. CORO processes the exchange through its gold dealer and the independent gold vaulting custodian.

●

Exchange XAU into USD. Under this process customers are able to exchange XAU into USD at the current global XAU to USD exchange rate minus CORO’s transaction fees. CORO processes the exchange through its gold dealer and the independent gold custodian. USD received from the exchange are deposited back in CORO’s U.S. bank custody account held on behalf of the customer.

●

XAU withdrawal. From time to time customers may wish to withdraw their gold from their CORO accounts. CORO’s customers will be able to select the amount for withdrawal, subject to a minimum of 1 XAU which equals 1 troy ounce of gold, and CORO will process the withdrawal through its gold dealer. The gold vaulting custodian will ship the physical gold directly to CORO’s customers. This feature is currently in development and expected to be released in the second half of 2021.

●

USD withdrawal. From time to time customers may wish to withdraw their U.S. dollars from their CORO account. Customers are able to connect a U.S. bank account to their CORO account. Customers are able to transfer any or all of their U.S. dollar funds in their CORO account back to their U.S. bank account at any time. This transfer is done by ACH and is transmitted by CORO’s U.S. bank custodian.

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:

●

CORO’s distributed ledger tracks and records the movements of gold and USD between the users and increases the integrity of the system. The CORO users’ gold ownership is recorded on the ledger, which enhances the cybersecurity protecting the users’ account information and improves the ability to audit and demonstrate title of the users’ gold with the gold vaulting custodian. Both sender and receiver must enroll and complete an AML/KYC process to become users of the CORO app.

●

To send USD, a user transmits from within the app to any other users of the CORO app.

●

To send gold, if the user does not already have a XAU balance, a user first exchanges USD held in its CORO account into XAU. The user can then send XAU via the mobile app to other CORO users. CORO has engaged a gold dealer to provide gold to CORO users. When users exchange USD into gold, the gold dealer delivers the purchased amount of gold to an insured gold vaulting custodian. The corresponding USD is transmitted from the CORO custodial bank account to the gold dealer.

●

CORO has arranged physical custody of the gold with an insured gold vault custodian. CORO manages administration and record keeping for transactions performed through the CORO app. CORO users and the gold vaulting custodian also have identical sets of the records so that in the event the Company or the app were to cease operations for any reason there is clear title documentation for CORO users to arrange delivery of their gold from the gold vaulting custodian.

●

Coro Corp. currently acts as agent for the user in the purchase, sale and custody of the gold through the CORO app.

●

Physical gold purchased from the gold dealer and held by the gold vaulting custodian is a custodial asset for the user’s benefit in a “bailor / bailee” relationship. The CORO user (bailor) has ownership of the gold and the gold vaulting custodian (bailee) has authorized physical possession of the gold on the bailor’s behalf.

●

If a user decides to withdraw gold, the user will be able to send an order to the gold dealer through the CORO app. The gold vaulting custodian will ship the gold to the user’s residence. This feature is currently in development and expected to be released in the second half of 2021.

●

If a user decides to exchange XAU into USD, the user sends an order to the gold dealer through the CORO app and the gold vaulting custodian moves the physical gold from the allocated gold custodial account to the gold dealer. At the same time, the gold dealer generates a USD transfer to the user via CORO’s USD custodial bank account.

Legal rights

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

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

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Customer gold is neither an asset nor liability on Coro Corp.’s balance sheet;

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The gold vaulting custody agreement is under bailment;

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Payment of a custody fee (which has previously been decisive in proving the bailor/bailee relationship in law);

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User’s gold in custody is fully insured for theft or loss;

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Full allocation of CORO users’ property is documented each day by daily reconciliation and verified by the monthly custodial audit and quarterly independent 3rd-party audit;

●

All transactions and users’ balances are recorded on a distributed ledger which improves accuracy, transparency and security; and

●

CORO users can monitor the total value and weight of gold they own on the CORO mobile app in real time.

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 money transmission business, we do the following:

●

Ensure that no accounts for prospective customers are activated until each new customer has undergone comprehensive AML/KYC screening;

●

Conduct routine security audits of our DLT environment; and

●

Implement other security measures, as necessary, to further support our diligence in this regard.

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 January 22, 2021 the CORO app has had 6,372 downloads of which 875 have become verified users. There are 5,373 individuals on our waiting list in states where we are pending approval of our 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

CORO 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.

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

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

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

Regulatory Compliance: The Hashgraph technical framework includes an Opt-In Escrow Identity mechanism that gives customers a choice to bind verified identities to otherwise anonymous accounts, which is designed to 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.

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

Our 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:

●

Engaged specialized branding, media, web design, and digital marketing agencies to work in synchrony with the in-house marketing team;

●

Designed a visual identity that can be easily activated across a variety of digital and media touchpoints;

●

Developed a website to serve as an education resource for media, influencers and general public and as a point of entry for customers; and

●

Developed integrated launch and growth marketing campaigns to reach key audiences for awareness and demand for the product.

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:

Name	Positions	Age
David Dorr	Chief Executive Officer, President and Director	43
Brian Dorr	Chief Operating Officer, Director	38
Rudolf Hüppi	Director	77
Lou Naser	Chairman of Board of Directors	55
Carlos Naupari	Director	34

David 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 Managing Principal of Dorr Asset Management LLC and as Managing Principal and Director of Dorr Asset Management SEZC (a Cayman Islands entity), 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 Registered Cayman Islands Mutual Funds. Prior to the Dorr Asset Management companies, Mr. Dorr was Co-founder & CEO 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 CEO. 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 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 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 board of directors.

Rudolf Hüppi has served a director of the Company since June 2020. Mr. Hüppi is the founder 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 and CEO of Zurich Group in 1991. In 1993, Mr. Hüppi joined the board of directors and was elected Chairman in 1995. He resigned as CEO 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 Batten Institute at the University of Virginia Darden Business School. Mr. Hüppi’s financial and executive knowledge and experience qualifies him to serve on the Company’s board of directors.

Lou 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 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 established an audit committee, a compensation committee, and a nominating and corporate governance committee. Each such board committee consists of our three independent directors. Mr. Hüppi serves as chair of our audit committee, Mr. Naupari serves as chair of our compensation committee, and Mr. Naser serves chair of our nominating and corporate governance committee. Mr. Hüppi is our audit committee financial expert.

Family Relationships

There is no family relationship between any director and executive officer or among any directors or executive officers, except that David and Brian Dorr are brothers.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

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

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

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

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

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

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

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 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.

Name and Position(s)	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Other ($)		Total Compensation ($)
J. Mark Goode	2019		128,000		-		2,156,622		-		2,284,622
Former Chief Executive Officer^(1)(2)(3)	2020		153,000		-		729,305		-		882,305
Niquana Noel	2019		64,000		-		-		-		64,000
Former Chief Operating Officer⁽⁴⁾	2020		131,000		-	$	250,000		-		381,000

(1)

Mr. Goode resigned as Chief Executive Officer effective December 31, 2020.

(2)

On May 18, 2018, Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). Under Mr. Goode’s employment agreement as in effect on December 31, 2018, after one year of employment by the Company as the Chief Executive Officer, we agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, we agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, we agreed to issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. As of December 31, 2018, we accrued $300,995 in accordance with ASC 718-10-55-65 for the portion earned as the terms of such an award do not establish an ownership relationship because the extent to which (or whether) the employee benefits from the award depends on something other than changes in the entity’s share price. Therefore, the awards should be accounted for as a liability award. ASC 718 requires that public companies measure share-based awards classified as liabilities at fair value at each reporting date. In accordance with 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award’s fair value re-measured at each reporting date until the date of settlement. Compensation cost for each period until settlement shall be based on the change (or a portion of the change, depending on the percentage of the requisite service that has been rendered at the reporting date) in the fair value of the instrument for each reporting period. Through May 31, 2019, the date Mr. Goode’s employment agreement was amended as discussed below, the Company recorded an additional expense of $1,861,170.

(3)

On May 31, 2019, we recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. We recorded $687,246 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. As of December 31, 2019, the unvested amount of the awards was $900,598. During the year ended December 31, 2020 the Company recorded an expense of $729,305.

(4)

On June 22, 2020, the Company issued to Niquana Noel, the Company’s then-Chief Operating Officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $249,500 ($5.00 per share), the fair value for our common stock. Ms. Noel resigned as our Chief Operating Officer effective December 31, 2020.

Employment Agreements

We 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 employment agreement. Pursuant to the employment agreement, as amended, Mr. Goode’s annual base salary was $96,000, which could be increased to up to $216,000 upon Mr. Goode meeting certain milestones set forth in the employment agreement related to our performance and was subject to increases as set from time to time by 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, and we had no further obligation to issue to Mr. Goode shares 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.

OPTION AWARDS											STOCK AWARDS
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j)
J. Mark Goode		-		-		-	$	-		-		250,000	⁽¹⁾		-		-		-

(1)	Calculated based on Mr. Goode’s employment agreement as in effect 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).

	Fees
	Earned or
	Paid in		Stock		Option		All Other
	Cash (1)		Awards		Awards		Compensation		Total
Name	($)		($)⁽²⁾		($)		($)		($)
Rudolf Hüppi		15,000	$	71,250					$	86,250
Lou Naser		15,000	$	71,250		—		—	$	86,250
Carlos Naupari		15,000	$	71,250		—		—	$	86,250

(1)

Includes $7,500 for each director for the quarter ended December 31, 2020 that was deferred. The directors have agreed to defer cash fees until the completion of this offering.

(2)

Shares were valued based on the fair market value on the last day of each quarter.

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.

During the year ended December 31, 2019, the Company paid Dorr Asset Management LLC consulting fees and expenses of $107,306. Brian Dorr and David Dorr, the Company’s Chief Executive Officer and Chief Operating Officers, respectively, are the Managing Principals of Dorr Asset Management LLC.

On April 8, 2020, the Company issued 33,000 shares of common stock to the designee of Lyle Hauser in connection with the extension of the maturity date of outstanding notes held by Mr. Hauser.

On June 22, 2020, the Company issued to Niquana Noel, the Company’s then-Chief Operating Officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. On June 30, 2020, the Company issued 50,000 shares of common stock to Niquana Noel, upon exercise of Ms. Noel’s warrants, at an exercise price of $0.01 per share.

During 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.

On May 31, 2019, the Company entered into an amendment to its employment agreement with J. Mark Goode, the Company’s then-Chief Executive Officer and on December 29, 2020, we entered into amendment No. 2 to the employment agreement with J. Mark Goode. See “Executive Compensation.”

On 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.

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 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 our executive officers and directors; and (iii) our directors and executive officers as a group.

The table lists applicable percentage ownership based on 25,413,746 shares of common stock outstanding as of 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 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 Coro Global Inc., Brickell 21 Financial Centre, 1200 Brickell Avenue, Suite 310, Miami, FL 33131.

Name and address of beneficial owner	Number of shares of common stock beneficially owned			Percentage of common stock beneficially owned
Greater than 5% Stockholders:
Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust 1 South East 3^rd Avenue, Suite 2950 Miami, FL 33131		4,800,000			18.9	%
Jonathan Feuerman TTEE LLH Irrevocable Trust 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131		2,200,000	⁽¹⁾		8.7	%
Jonathan Feuerman TTEE LH Irrevocable Trust 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131		2,200,000	⁽²⁾		8.7	%
Jonathan Feuerman 1 South East 3rd Avenue, Suite 2950 Miami, FL 33131		9,200,000	⁽³⁾		36.2	%
J. Mark Goode		1,503,333	⁽⁴⁾		5.9	%
Advantage Life & Annuity SPC FBO ALIP 1704-1138 5304 18 Forum Lane Camana Bay Grand Cayman 9006		1,543,434			6.1	%
The Samsara STAR Trust Suntera (Cayman) Limited as Trustee of The Samsara STAR Trust 24 Shedden Road, Royal Bank House 3rd Floor George Town, Grand Cayman KY1-1110 Cayman Islands		4,400,000	⁽⁵⁾		17.3
The Orokos STAR Trust Suntera (Cayman) Limited as Trustee of The Orokos STAR Trust 24 Shedden Road, Royal Bank House 3rd Floor George Town, Grand Cayman KY1-1110 Cayman Islands		4,400,000	⁽⁵⁾		17.3
Angella Williams-Myers Director, Suntera (Cayman) Limited 24 Shedden Road, Royal Bank House 3rd Floor George Town, Grand Cayman KY1-1110 Cayman Islands		8,800,000	⁽⁶⁾		34.6
Priscilla Lopez Trust Officer, Suntera (Cayman) Limited 24 Shedden Road, Royal Bank House 3rd Floor George Town, Grand Cayman KY1-1110 Cayman Islands		8,800,000	⁽⁶⁾		34.6
Directors and Executive Officers:
David Dorr		1,643,434	⁽⁷⁾		6.5	%
Brian Dorr		1,643,434	⁽⁸⁾		6.5	%
Lou Naser		71,000	⁽⁹⁾		*
Rudolf Hüppi		15,000			-
Carlos Naupari		15,000			-
All Directors and Officers as a Group (5 persons)		1,844,434			7.3	%

*	Less than 1%.

(1)	The shareholder has granted Lyle Hauser a security interest in the shares.

(2)	The shareholder has granted The Vantage Group Ltd., an entity owned by Lyle Hauser, a security interest in the shares.7.

(3)	Represents shares held by Jonathan Feuerman TTEE RH Sun & Surf Irrevocable Trust, Jonathan Feuerman TTEE LLH Irrevocable Trust, and Jonathan Feuerman TTEE LH Irrevocable Trust, as set forth above.

(4)	Includes 62,500 shares Mr. Goode has agreed to return to the Company on January 31, 2021. See “Employment Agreements.” Also includes 433,333 shares owned by JMG Horseshoe LLC. Mr. Goode is the managing member of JMG Horseshoe, LLC.
(5)	Angella Williams-Myers and Priscilla Lopez have voting and dispositive power over the shares.
(6)	Represents shares held by The Samsara STAR Trust and The Orokos STAR Trust, as set forth above.

(7)	Mr. Dorr’s beneficial ownership includes 1,543,434 shares held by Advantage Life & Annuity SPC fbo ALIP 1704-1138 9 (“Advantage Life”). Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.

(8)	Mr. Dorr’s beneficial ownership includes 1,543,434 shares held by Advantage Life. Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.

(9)

Includes 30,000 shares held by an entity owned by Mr. Naser.

DESCRIPTION OF CAPITAL STOCK

General

Our 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.

As of January 25, 2021, a total of 25,413,746 shares of our common stock and 0 shares of our preferred stock were issued and outstanding.

Common Stock

Holders of our 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 our 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 withdrawal provisions applicable to the Company’s common stock.

Preferred Stock

Our 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.

UNDERWRITING

Maxim Group LLC is acting as representative of the underwriters of the offering. We have entered into an underwriting agreement dated , 2021 with the representative. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below, and each underwriter named below has severally agreed to purchase, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Underwriter		Number of Shares
Maxim Group LLC
Total

The underwriters are committed to purchase all the shares offered by us, other than those covered by the over-allotment option to purchase additional shares described below, if they purchase any shares. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.

The underwriters are offering the shares subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase up to an aggregate of additional shares of common stock (equal to 15% of the common stock sold in the offering), at the public offering price per share, less underwriting discounts and commissions, solely to cover over-allotments, if any. If this option is exercised in full, the total price to the public will be $ and the total net proceeds, before expenses, to us will be $ .

Discounts, Commissions and Reimbursement

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option.

Per Share

Total with no
Over-Allotment

Total with
Over-Allotment

Public offering price

Underwriting discount (7%)⁽¹⁾

Proceeds, before expenses, to us

(1)

The underwriting discount will be 7%, except that the underwriting discount will be 3.5% with respect to investors introduced by the Company.

The underwriters propose to offer the shares to the public at the public offering price set forth on the cover of this prospectus. In addition, the underwriters may offer some of the shares to other securities dealers at such price less a concession not in excess of $ per share. If all of the shares offered by us are not sold at the public offering price, the representative may change the offering price and other selling terms by means of a supplement to this prospectus.

We have also agreed to pay up to $100,000 of expenses of the representative relating to the offering, including for road show, diligence, and legal expenses.

We estimate that the total expenses of the offering payable by us, excluding the total underwriting discount , will be approximately $400,000.

Discretionary Accounts

The underwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-Up Agreements

Pursuant to “lock-up” agreements, our executive officers and directors and holders of 3% or more our outstanding common stock, have agreed, subject to limited exceptions, without the prior written consent of the representative not to directly or indirectly offer to sell, pledge or otherwise transfer or dispose of any shares of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) our common stock, enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of our common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeable for common stock or any of our other securities or publicly disclose the intention to do any of the foregoing, subject to customary exceptions, for a period of four months.

Right of First Refusal

We have granted the representative a right of first refusal, for a period of 18 months from the consummation of this offering, to act as lead managing underwriter and book runner or minimally as a co-lead manager and co-book runner and/or co-lead placement agent with at least 80% of the economics for any and all future public or private equity, equity-linked or debt (excluding commercial bank debt) offerings during such 18 month period of the Company, including but not limited to, fees to be paid to the representative, that are (a) at a minimum equal to or better than the terms mutually agreed upon in the underwriting agreement or (b) equal to or better than the terms offered in writing by another investment bank.

Upon termination or expiration of our engagement agreement with the representative, unless the Company terminates such agreement for “Cause,” if the Company subsequently completes any public or private financing at any time during the 18 months after such termination with any investors contacted by the representative in connection with the offering (the “Maxim Contacted Investors”), then the representative shall be entitled to receive the compensation as set forth herein, provided that such Maxim Contacted Investors (a) do not have a prior existing business relationship with the Company, its directors or officers, and (b) were not contacted by the Company prior to having been contacted by the representative.

Electronic Offer, Sale and Distribution of Securities

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members. The representative may agree to allocate a number of securities to underwriters and selling group members for sale to its online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on these websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us, and should not be relied upon by investors.

Stabilization

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-covering transactions, penalty bids and purchases to cover positions created by short sales.

Stabilizing transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.

Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

Syndicate covering transactions involve purchases of shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the shares originally sold by that syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our shares of common stock or preventing or retarding a decline in the market price of our shares of common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

Passive market making

In connection with this offering, underwriters and selling group members may engage in passive market making transactions in our common stock on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.

Other Relationships

Certain of the underwriters and their affiliates may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates for which they may receive customary fees.

Offer restrictions outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

LEGAL MATTERS

The validity of the securities being offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York. Certain legal matters in connection with this offering have been passed upon for the underwriters by Lucosky Brookman LLP, Woodbridge, New Jersey.

EXPERTS

The consolidated financial statements of Coro Global Inc. at December 31, 2019 and 2018, and for each of the two years in the period ended December 31, 2019, included in this prospectus have been audited by MaloneBailey, LLP, independent registered public accounting firm, as set forth in their report thereon, appearing therein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of the registration statement on Form S-1 that we have filed with the SEC under the Securities Act, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, you should refer to the registration statement and the exhibits filed as part of that document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and file annual, quarterly and current reports, and other information with the SEC. The SEC maintains an Internet site that contains these reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at http://www.sec.gov. We also maintain a website at https://coro.global, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.

Financial Statements

Coro Global Inc.

Consolidated Balance Sheets

	September 30,			December 31,
	2020			2019
	(Unaudited)
Assets
Current assets
Cash	$	1,396,545		$	470,800
Cash – restricted		87,380			-
Surety Bonds		19,237			-
Prepaid expenses		269,342			6,718
Total current assets		1,772,504			477,518

Equipment, net		8,731			7,722
Dino Might program		1,979			1,979
Total assets	$	1,783,214		$	487,219

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	$	407,415		$	153,551
Due to customers, net		86,719			-
Note payable - related party		-			180,382
Total current liabilities		494,134			333,933

Commitments and Contingencies (Note 9)		-			-

Stockholders’ equity
Preferred stock, $.0001 par value: 10,000,000 shares authorized, 0 shares issued and outstanding on September 30, 2020 and December 31, 2019, respectively		-			-
Preferred stock Series C, $0.0001 par value: 7,000 shares designated and 0 shares issued and outstanding on September 30, 2020 and December 31, 2019, respectively		-			-
Common stock, $.0001 par value: 700,000,000 shares authorized; 25,052,746 shares issued and outstanding as of September 30, 2020 and 24,122,746 shares issued and outstanding as of December 31, 2019		2,505			2,412
Additional paid-in capital		44,540,824			39,276,685
Accumulated deficit		(43,254,249	)		(39,125,811	)
Total stockholders’ equity		1,289,080			153,286
Total liabilities and stockholders’ deficit	$	1,783,214		$	487,219

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

F-1

Coro Global Inc.

Consolidated Statements of Operations

(Unaudited)

	For the Three months ended						For the Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Revenue
Transaction revenue	$	316		$	-		$	316		$	-
Transaction revenue - related party		102			-			102			-
		418			-			418			-

Operating expenses
Selling, general and administrative expenses		988,972			629,154			3,052,827			3,159,191
Development expense		422,523			184,021			911,029			890,695
Total operating expenses		1,411,495			813,175			3,963,856			4,049,886

Loss from operations		(1,411,077	)		(813,175	)		(3,963,438	)		(4,049,886	)

Other expenses
Interest expense		-			(2,236	)		(165,000	)		(17,211	)
Total other expenses		-			(2,236	)		(165,000	)		(17,211	)

Net loss	$	(1,411,077	)	$	(815,411	)	$	(4,128,438	)	$	(4,067,097	)

Net loss per common share: basic and diluted	$	(0.06	)	$	(0.04	)	$	(0.17	)	$	(0.18	)

Weighted average common shares outstanding: basic and diluted		25,419,159			23,897,286			25,420,420			23,528,209

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

F-2

Coro Global Inc.

Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)

For the Three Months Ended September 30, 2020 and 2019

(Unaudited)

	Preferred Series C				Common Stock				Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
June 30, 2019		-		-		23,898,246	$	2,390	$	37,557,004	$	(37,527,118	)	$	32,201
Amortization of stock compensation		-		-		-		-		295,452		-			295,452
Sale of common stock		-		-		50,000		5		249,995		-			250,000
Net loss		-		-		-		-		-		(815,411	)		(815,411	)

Balance September 30, 2019		-	$	-		23,948,246	$	2,395	$	38,102,451	$	(38,342,529	)	$	(237,758	)

	Preferred Series C				Common Stock				Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
June 30, 2020		-	$	-		24,741,2456	$	2,474	$	42,883,756	$	(41,843,172	)	$	1,043,033
Common stock issued for services		-		-		31,500		3		149,623		-			149,626
Sale of common stock		-		-		280,000		28		1,400,272		-			1,400,300
Stock based compensation		-		-		-		-		107,198		-			107,198
Warrants issued for services				-		-		-				-			-
Exercise of warrants		-		-								-			-
Common stock issued for note extension		-		-								-			-
Net loss		-		-		-		-		-		(1,411,077	)		(1,411,077	)

Balance September 30, 2020		-	$	-		25,052,746	$	2,055	$	44,540,746	$	(43,254,249	)	$	1,289,080

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

F-3

Coro Global Inc.

Consolidated Statements of Changes in Stockholders’ Equity / (Deficit)

For the Nine Months Ended September 30, 2020 and 2019

(Unaudited)

	Preferred Series C				Common Stock				Additional
	Shares		Par		Shares		Par		Paid-in		Accumulated
	Outstanding		Amount		Outstanding		Amount		Capital		Deficit			Total
Balance December 31, 2018		-	$	-		22,848,246	$	2,285	$	33,798,526	$	(34,275,432	)	$	(474,621	)
Common stock issued for services		-		-		20,000		2		99,998		-			100,000
Common stock issued for the conversion of deferred compensation		-		-		750,000		75		2,162,408		-			2,162,408
Amortization of stock compensation		-		-		-		-		391,552					391,552
Common stock issued for the conversion of note payable						10,000		1		49,999					50,000
Sale of common stock		-		-		320,000		32		1,599,968		-			1,600,000
Net loss		-		-		-		-		-		(4,067,097	)		(4,067,097	)

Balance September 30, 2019		-	$	-		23,948,246	$	2,395	$	38,102,451	$	(38,342,529	)	$	(237,758	)

Balance December 31, 2019		-	$	-		24,122,746	$	2,412	$	39,276,685	$	(39,125,811	)	$	153,286
Common stock issued for services		-		-		100,000		10		492,115		-			492,125
Sale of common stock		-		-		717,000		72		3,584,928		-			3,585,000
Stock based compensation		-		-		-		-		622,107		-			622,107
Warrants issued for services				-		-		-		399,200		-			399,200
Exercise of warrants		-		-		80,000		8		792		-			800
Common stock issued for note extension		-		-		33,000		3		164,997		-			165,000
Net loss		-		-		-		-		-		(4,128,438	)		(4,128,438	)

Balance September 30, 2020		-	$	-		25,052,746	$	2,505	$	44,540,774	$	(43,254,249	)	$	1,289,080

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

F-4

Coro Global Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	September 30,
	2020			2019
Cash flows from operating activities
Net loss		(4,128,438	)		(4,067,097	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		1,114,232			2,252,965
Warrants issue for services		399,200			-
Common stock issued for debt extension		165,000			-
Amortization expense of debt discount		-			9,921
Depreciation		1,504			1,486
Amortization of prepaid expenses		(262,624	)		83,333
Changes in operating assets and liabilities
Increase in surety bonds		(19,237	)		-
Due to customers		86,719			-
Accounts payable and accrued liabilities		253,864			(42	)
Net cash used in operating activities		(2,389,780	)		(1,719,434	)

Cash flows from investing activities
Purchase of Equipment		(2,513	)		(588	)
Net cash used in investing activities		(2,513	)		(588	)

Cash flow from financing activities
Proceeds from exercise of warrants		800			-
Repayments on notes payable - related party		(180,382	)		(50,000	)
Proceeds from notes payable - related party		-			100,000
Proceeds from related party		-			3,000
Repayments to related party					(3,000	)
Proceeds from issuance of common stock		3,585,000			1,600,000
Net cash provided by financing activities		3,405,418			1,650,000

Net increase / (decrease) in cash and cash equivalents		1,013,125			(70,022	)
Cash and cash equivalents at beginning of period		470,800			223,576
Cash and cash equivalents at end of period	$	1,483,925		$	153,554

Supplemental disclosure of cash flow information:
Cash paid for interest	$	4,618		$	961
Cash paid for income taxes	$	-		$	-

Non-cash investing and financing activities:
Conversion of Convertible debentures related party to non convertible	$	-		$	88,241
Reclassification of derivative liability to additional paid in capital	$	-		$	2,162,408
Common stock issued conversion for conversion of notes payable - related party	$	-		$	50,000
Common stock issued for prepaid consulting services	$	-		$	100,000

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

F-5

Coro Global Inc.

Notes to the Consolidated Financial Statements
For The Three and Nine Months Ended September 30, 2020

(Unaudited)

NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Coro Global Inc., a Nevada corporation (the “Company”), have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete condensed consolidated financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s Form 10-K for the fiscal year ended December 31, 2019 filed with the SEC on April 13, 2020. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and which are necessary to present fairly the financial position of the Company as of September 30, 2020, and the results of operations and cash flows for the three and nine months ended September 30, 2020 and 2019. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the entire fiscal year.

Principle of Consolidation

The accompanying financial statements present on a consolidated basis the accounts of the Company and its wholly owned subsidiary, Coro Corp., which was organized in the State of Nevada on September 14, 2018.

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

Nature of Business Operations

Coro Global Inc. is a Nevada corporation that was originally formed on November 1, 2005. On September 14, 2018 the Company formed a wholly owned subsidiary, Coro Corp. The Company is focused on dynamic global growth opportunities in the financial technology (Fintech) industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc. The Company has developed a Fintech product that uses advanced distributed ledger technology for improved security, speed, and reliability. In August 2020 the Company released its CORO payment product and commenced its commercialization.

Covid-19 Pandemic

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

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company reported a net loss of $4,128,438 for the nine months ended September 30, 2020 and has an accumulated deficit of $43,254,249 as of September 30, 2020. The operating losses raise substantial doubt about the Company’s ability to continue as a going concern.

We will need to raise additional capital in order to continue operations. The Company’s ability to obtain additional financing may be affected by the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control. Additional capital may not be available on acceptable terms, or at all. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.

F-6

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

Cash and Cash Equivalents

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

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

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $838,292 above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $69,471, $194,852, $0 and $0, respectively for advertising costs for the three and nine months ended September 30, 2020 and 2019.

Income Taxes

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

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

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

F-7

Property and Equipment

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

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

Computer and equipment costs consisted of the following:

	September 30, 2020			December 31, 2019
Computer equipment	$	12,477		$	9,964
Accumulated depreciation		(3,746	)		(2,242	)
Balance	$	8,731		$	7,722

Depreciation expense was $508, and $499 for the three months ended September 30, 2020 and 2019, respectively. Depreciation expense was $1,504, and $1,486 for the nine months ended September 30, 2020 and 2019, respectively.

Revenue Recognition

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

Fair Value of Financial Instruments

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

The carrying amounts of these items approximated fair value.

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

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

F-8

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

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

Impairment of Long Lived Assets

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

Leases

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

Net Loss per Share

Basic and diluted loss per share amounts are computed based on net loss divided by the weighted average number of common shares outstanding. Convertible shares, if converted, totalling 0 were not included in the computation of diluted loss per share because the assumed conversion and exercise would be anti-dilutive for the three and nine months ended September 30, 2020 and 2019.

Management Estimates

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

Stock Based Compensation

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

F-9

Reclassifications

Certain 2020 balances have been reclassified in the 2019 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements

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

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

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

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

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

●

Mr. Goode would have been required to return 500,000 of such shares to the Company if he was not serving as chief executive officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and

●

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

F-10

During the nine months ended September 30, 2020, 500,000 shares of Mr. Goode common stock vested. The remaining 250,000 shares issued to Mr. Goode under his employment agreement remain subject to forfeiture.

3. NOTES PAYABLE – RELATED PARTY

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

The changes in this note payable to related party are reflected in the following at September 30, 2020 and December 31, 2019:

	At September 30, 2020		At December 31, 2019
Note Payable	$	-	$	-
Accrued interest	$	14,820	$	19,438

On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382. On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384, as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment no. 4 thereto, dated January 17, 2020; and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000 (of which $100,000 had been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of the notes due to Lyle Hauser. As of September 30, 2020 and December 31, 2019, the note dated January 14, 2019 had a balance of $0 and accrued interest of $5,438. On July 27, 2020 the maturity date of the note dated January 14, 2019 was extended to September 30, 2020.

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

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

F-11

4. INTELLECTUAL PROPERTY

In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might asset pursuant to which the Company agreed to pay to Vantage, for the Company’s 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might asset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of September 30, 2020 and December 31, 2019, the Dino Might asset balance was $1,979.

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

5. EQUITY

On September 29, 2017, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada (the “Series C Certificate of Designation”). The Company authorized 7,000 shares of preferred stock as Series C Preferred Stock. The Company issued 7,000 shares of Series C Preferred Stock on September 29, 2017. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018. No shares of Series C Preferred Stock are outstanding as of September 30, 2020 and December 31, 2019, and no such shares may be re-issued.

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

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

●

On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. The Company recorded $622,107 for the additional value of the common stock for the vesting of the award during the nine months ended September 30, 2020. As of September 30, 2020 and December 31, 2019 the unvested amount of the awards was $278,482 and $900,589, respectively.

F-12

During the nine months ended September 30, 2020, 500,000 shares of common stock issued to Mr. Goode vested.

For the nine months ended September 30, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 717,000 shares of common stock for an aggregate purchase price of $3,585,000.

On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser was extended to June 30, 2020. See Note 3. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to September 30, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of September 30, 2020 the note balance has been repaid.

During the nine months ended September 30, 2020 the Company issued a total of 68,500 shares of common stock valued at $342,500 ($5.00 per share) to various consultant for consulting and business development.

During the nine months ended September 30, 2020 the Company issued a total of 9,000 shares of common stock valued at $42,750 ($4.75 per share) to a consultant for business development services.

During the nine months ended September 30, 2020 the Company issued a total of 22,500 shares of common stock valued at $106,875 ($4.75 per share) to the Company’s three independent directors for services as directors.

On June 22, 2020, the Company issued, to a consultant for services, six-month warrants to purchase 30,000 shares of common stock with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $149,700 ($5.00 per share), the current fair value for common stock.

On June 22, 2020, the Company issued to Niquana Noel, the Company’s chief operating officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01. The warrants were exercised and the Company recognized an expense of $249,500 ($5.00 per share), the current fair value for common stock.

6. COMMITMENTS AND CONTINGENCIES

In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform, and on June 23, 2020, the agreement was amended and restated (as amended, the “Swirlds Agreement”). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company’s Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the “Order Form”), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year.

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

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

F-13

7. RELATED PARTY

During the three and nine months ended September 30, 2020 and 2019 the Company paid Dorr Asset Management consulting fees and expenses of $75,000, $218,367, $0, and $0, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.

F-14

CORO GLOBAL INC.

CONTENTS

	PAGE

Report of Independent Registered Public Accounting Firm	F-15

Financial Statements

Consolidated Balance Sheets as of December 31, 2019 and 2018	F-16

Consolidated Statement of Operations for the years ended December 31, 2019 and 2018	F-17

Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2019 and 2018	F-18

Consolidated Statement of Cash Flows for the years ended December 31, 2019 and 2018	F-19

Consolidated Notes to the Financial Statements	F-20 - F-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of Coro Global Inc. (formerly Hash Labs, Inc.)

Opinion on the Financial Statements

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

Going Concern Matter

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

/s/ MaloneBailey, LLP

www.malonebailey.com

We served as the Company’s auditor from 2016 through 2019 and were re-engaged in 2020.

Houston, Texas

January 25, 2021

F-15

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Balance Sheets

	December 31,			December 31,
	2019			2018

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

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

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

Commitments and Contingencies (Note 7)		-			-

Stockholders’ Equity (deficit)
Preferred stock, $.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively		-			-
Preferred stock Series C, $0.0001 par value: 7,000 designated 0 and 0 shares issued and outstanding on December 31, 2019 and December 31, 2018, respectively		-			-
Common stock, $.0001 par value: 700,000,000 authorized; 24,122,746 issued and outstanding as of December 31, 2019 and 22,848,246 issued and outstanding as of December 31, 2018		2,412			2,285
Additional paid-in capital		39,276,685			33,798,526
Accumulated deficit		(39,125,811	)		(34,275,432	)
Total stockholders’ Equity (deficit)		153,286			(474,621	)
Total liabilities and stockholders’ Equity (deficit)	$	487,219		$	235,270

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

F-16

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Statements of Operations

	For the years ended
	December 31,
	2019			2018
Revenue	$	-		$	6,485

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

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

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

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

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

Weighted average common shares outstanding: basic and diluted		23,528,209			15,650,460

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

F-17

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Years Ended December 31, 2019 and 2018

	Preferred Series C						Common Stock				Additional
	Shares			Par			Shares		Par		Paid-in			Accumulated
	Outstanding			Amount			Outstanding		Amount		Capital			Deficit			Total
Balance December 31, 2017		7,000			1			151,277	$	15	$	29,328,064		$	(30,251,465	)	$	(923,385	)
Forgiveness of accrued salary related party		-			-			-		-		239,000			-			239,000
Forgiveness of accrued interest related party		-			-			-		-		19,999			-			19,999
Extinguishment of derivative liability		-			-			-		-		25,494			-			25,494
Conversion of notes payable to common stock		-			-			17,950,000		1,795		482,855			-			484,650
Common stock issued for services		-			-			500,000		50		1,249,950			-			1,250,000
Beneficial conversion feature on debt		-			-			-				586,921			-			586,921
Conversion of notes payable and preferred stock to common stock		(7,000	)		(1	)		350,000		35		(34	)		-			-
Sale of common stock		-			-			3,896,969		390		1,866,277			-			1,866,667
Net loss		-			-			-		-		-			(4,023,967	)		(4,023,967	)
Balance December 31, 2018		-			-			22,848,246		2,285	$	33,798,526			(34,275,432	)		(474,621	)
Sale of common stock		-			-			482,000		48		2,409,952			-			2,410,000
Common stock issued for services		-			-			32,500		3		168,872			-			168,875
Common stock issued for conversion of deferred compensation		-			-			750,000		75		2,162,333			-			2,162,408
Common stock issued for conversion of note payable		-			-			10,000		1		49,999			-			50,000
Amortization of stock compensation		-			-			-		-		687,003			-			687,003
Net loss		-			-			-		-		-			(4,850,379	)		(4,850,379	)
Balance December 31, 2019		-		$	-			24,122,746	$	2,412	$	39,276,685		$	(39,125,811	)	$	153,286

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

F-18

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Consolidated Statements of Cash Flows

	For the years ended
	December 31,
	2019			2018
Cash flows from operating activities
Net loss		(4,850,379	)		(4,023,967	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		2,717,291			1,550,995
Amortization expense of debt discount		10,000			586,921
Depreciation		1,993			249
Change in derivative liability - convertible debentures		-			6,088
Changes in operating assets and liabilities
Prepaid expenses and other current assets		(6,178)			-
Merchant services reserve		-			2,938
Accrued interest - convertible debenture		-			5,387
Accrued interest - notes payable		-			17,688
Accounts payable and accrued liabilities		(67,183	)		200,281
Net cash used in operating activities		(2,194,996	)		(1,653,420	)

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

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

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

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

Non-cash investing and financing activities:
Exchange of convertible debentures related party to non convertible	$	88,162		$	-
Reclassification of derivative liability to additional paid in capital	$	2,162,408		$	-
Common stock issued conversion for conversion of notes payable - related party	$	50,000		$	-
Debt discount due to beneficial conversion	$	-		$	586,921
Common stock issued from conversion of preferred stock	$	-		$	1
Common stock issued from conversion of debt and accrued interest	$	-		$	484,650
Forgiveness of accrued salary related-party	$	-		$	239,000
Forgiveness of accrued interest related-party	$	-		$	19,999
Extinguishment of derivative associated with related party note	$	-		$	25,494

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

F-19

Coro Global Inc.

(Formerly known as Hash Labs Inc.)

Notes to the Audited Consolidated Financial Statements

For The Years Ended December 31, 2019 and 2018

NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements present the balance sheets, statements of operations, changes in stockholder’s deficit and cash flows of the Company. The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

Principle of Consolidation

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

Nature of Business Operations

Going Concern

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

F-20

Cash and Cash Equivalents

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

Concentrations of Credit Risk

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $8,994 and $0, respectively for advertising costs for the years ended December 31, 2019 and 2018.

Income Taxes

Property and Equipment

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

F-21

Computer and equipment costs consisted of the following:

	December 31, 2019			December 31, 2018

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

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

Revenue Recognition

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

Fair Value of Financial Instruments

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

The carrying amounts of these items approximated fair value.

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

Impairment of Long Lived Assets

F-22

Leases

Net Loss per Share

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

Management Estimates

Stock Based Compensation

Reclassifications

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

Recent Accounting Pronouncements

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

F-23

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

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

●

Mr. Goode will return 500,000 of such shares to the Company if he is not serving as Chief Executive Officer of the Company pursuant to the employment agreement as of May 17, 2020 (the second anniversary of the agreement); and

●

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

F-24

3. NOTES PAYABLE – RELATED PARTY

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

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

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

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

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

4. INTELLECTUAL PROPERTY

In September 2017, the Company entered into and closed an asset purchase agreement with Vantage. Pursuant to the asset purchase agreement, the Company purchased from Vantage a software application referred to as Dino Might and related intellectual property. As consideration for the purchase, the Company issued to Vantage 7,000 shares of newly created Series C Preferred Stock, valued at $820,451, and granted to Vantage a revenue sharing interest in the Dino Might asset pursuant to which the Company agreed to pay to Vantage, for the Company’s 2017 fiscal year and the following nine years, 30% of the revenue generated by the Dino Might asset. In 2017 the Company recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years. As of December 31, 2019, the Dino Might asset balance was $1,979.

F-25

5. EQUITY

In January 2019, the Company adopted the Company’s 2019 Equity Incentive Plan. 2,400,000 shares are available for awards under the plan. The plan was approved by the Company’s stockholders in February 2019. As of December 31, 2019 and 2020 the Company has not issued any options pursuant to the plan.

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

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

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

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

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

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

F-26

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

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

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

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

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

●

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

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

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

F-27

6. DERIVATIVE LIABILITIES

The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value quarterly based on the Black Scholes Model and increases or decreases the liability to the new value and records a corresponding gain or loss (see below for variables used in assessing the fair value).

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

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

The change in fair value of the conversion option derivative liability consisted of the following during the year ended December 31, 2018:

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

Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018.

7. COMMITMENTS AND CONTINGENCIES

On August 3, 2018, the Company entered into a master services agreement with REQ a Washington, DC-based creative and digital marketing agency, pursuant to which the Company engaged REQ to develop a branding and digital marketing strategy. As of December 31, 2019, REQ has completed its engagement with the Company and the Company owed $17,500 to REQ, which has since been paid.

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

F-28

8. RELATED PARTY

On July 15, 2016, the Company issued an unsecured 7% promissory note to a significant shareholder in the amount of $100,000. The note had an initial one-year term. On April 9, 2019, the maturity date of the note was extended to June 30, 2019. On April 12, 2019, the Company entered into an exchange agreement with Vantage, which held the note, pursuant to which Vantage exchanged a portion of this note, in the amount of $50,000, for 10,000 newly issued shares of common stock of the Company. The Company repaid the remaining balance of $50,000.

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

On February 28, 2019, the Company issued a promissory note in the principal amount of $110,000 to Lyle Hauser with an original issue discount of $10,000, for a purchase price of $100,000. The note has a 0% interest rate until maturity and had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 10). Following the maturity date, the note bears a 9% annual interest rate until paid in full. Accrued interest at December 31, 2019 amounted to $4,927.

During the year ended December 31, 2019 the Company paid Dorr Asset Management consulting fees and expenses of $107,306. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.

9. INCOME TAXES

A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate of 21% is as follows for the years ended December 31:

	2019			2018

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

The significant components of the Company’s net deferred tax assets are as follows for the years ended December 31:

	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	5,514,632		$	4,966,666
Total deferred tax assets		5,514,632			4,666,666
Valuation allowance		(5,514,632	)		(4,966,666	)
Net deferred tax assets	$	-		$	-

F-29

FASB ASC 740, Income Taxes, requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a full valuation allowance of $5,514,632 and $4,966,666 against its net deferred taxes is necessary as of December 31, 2018 and December 31, 2017, respectively. The change in valuation allowance for the years ended December 31, 2019 and 2018 is $547,966 and $1,191,315, respectively.

At December 31, 2019 and December 31, 2018, respectively, the Company had approximately $21,758,000 and $19,956,000, respectively, of U.S. net operating loss carryforwards remaining.

As a result of certain ownership changes, the Company may be subject to an annual limitation on the utilization of its U.S. net operating loss carryforwards pursuant to Section 382 of the Internal Revenue Code. A study to determine the effect, if any, of this change, has not been undertaken.

Tax returns for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 are subject to examination by the Internal Revenue Service.

10. SUBSEQUENT EVENTS

On April 7, 2020, the maturity date of outstanding notes held by Lyle Hauser was extended to June 30, 2020. See Note 3. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. From April 1, 2020 to December 31, 2020, the Company repaid $73,382 of notes due to Lyle Hauser. As of December 31, 2020 the note balance has been repaid.

On June 23, 2020, the Company entered into an amended and restated software license agreement (the “Swirlds Agreement”) with Swirlds, Inc. “Swirlds”). Pursuant to the Swirlds Agreement, the Company extended its license from Swirlds of Hashgraph technology for use in the Company’s Coro payment platform. The term and fees of such license will be as set forth in any applicable order form. In connection with the Swirlds Agreement, the Company and Swirlds executed an order form (the “Order Form”), which amends, restates and supersedes the order form between the Company and Swirlds dated December 13, 2018, whereby the Company will license 15 nodes from Swirlds, at a license fee of $15,000 per node, for a term of one (1) year, for a license fee of $225,000. Pursuant to the Order Form, the license of the nodes will automatically renew for additional one (1) year terms unless and until either party terminates the Swirlds Agreement or provides notice of non-renewal of the license then in effect. Should the license for any of the foregoing 15 nodes renew for any additional year, the license fee per node will drop to $3,000 per node per year.

Between January 1, 2020 and December 31, 2020, the Company issued a total of 68,500 shares of common stock valued at $342,500 ($5.00 per share) to various consultant for consulting and business development.

Between January 1, 2020 and December 31, 2020, the Company issued a total of 22,500 shares of common stock valued at $106,875 ($4.75 per share) to a consultant for business development services.

Between January 1, 2020 and December 31, 2020, the Company issued a total of 5,000 shares of common stock valued at $24,750 ($4.95 per share) to a consultant for business development services.

Between January 1, 2020 and December 31, 2020, the Company issued a total of 45,000 shares of common stock valued at $213,750 ($4.75 per share) to the Company’s three independent directors for services as directors.

Between January 1, 2020 and January 22, 2021, the Company entered into [and closed] securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 1,037,000 shares of common stock for an aggregate purchase price of $5,185,000. [The Company has closed on the sale of 997,000 of such shares as of January 22, 2021.]

On December 29, 2020, the Company entered into amendment No. 2 to the Company’s employment agreement with J. Mark Goode. Pursuant to the amendment, Mr. Goode’s employment with the Company will continue until January 31, 2021, and 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.

F-30

2,912,621 Shares of Common Stock

PROSPECTUS

Maxim Group LLC

, 2021

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses paid or payable by us in connection with the sale of the securities being registered, other than underwriting discounts and commissions. All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Nasdaq listing fee, and the FINRA filing fee.

Expense	Amount Paid or to be Paid
SEC registration fee	$	1,882
FINRA filing fee		3,088
Nasdaq Listing Fee		5,000
Legal fees and expenses		225,000
Accounting fees and expenses		35,000
Miscellaneous expenses		5,000
Expense reimbursement to underwriters		100,000
Total	$	374,970

Item 14. Indemnification of Directors and Officers.

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

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

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

II-1

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

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

Item 15. Recent Sales of Unregistered Securities.

On April 3, 2018, we entered into an exchange agreement with The Vantage Group Ltd. (“Vantage”). Pursuant to the exchange agreement, Vantage exchanged outstanding promissory notes of the Company in the aggregate principal amount of $518,225 (including accrued interest) held by Vantage for a new convertible promissory note of the Company in the principal amount of $518,225. The convertible note was convertible into shares of common stock of the Company at a conversion price of $0.027.

On April 3, 2018, we entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged outstanding promissory notes of the Company in the aggregate principal amount of $68,969 (including accrued interest) held by Mr. Hauser for a new convertible promissory note of the Company in the principal amount of $68,969. The convertible note was convertible into shares of common stock of the Company at a conversion price of $0.0005. This note matured in October 2018 and was subsequently exchanged for a new note, as discussed below.

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

On April 6, 2018, we issued 4,500,000 shares of common stock to David Dorr, and 4,500,000 shares of common stock to Brian Dorr, upon the conversion of convertible notes held by each in the amount of $121,500.

In May 2018 we issued 500,000 shares of common stock to J. Mark Goode in connection with entering into an employment agreement with Mr. Goode.

From August 2018 to September 2018, we entered into and closed subscription agreements with accredited investors pursuant to which we 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 $866,667.

On January 14, 2019, we entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,382 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,382.

On January 14, 2019, we entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780.

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

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On February 28, 2019, we 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.

On March 6, 2019, we entered into a subscription agreement with an accredited investor pursuant to which we sold 5,000 shares of our common stock for an aggregate purchase price equal to $25,000.

On April 12, 2019, we 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, we 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.

On April 24, 2019, we entered into a subscription agreement with Advantage Life and Annuity Company, for the benefit of ALIP 1704-1138 SP (“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.

On May 8, 2019, we issued 20,000 shares of common stock pursuant to an investor relations agreement.

Effective May 31, 2019, we entered into an amendment to our employment agreement with J. Mark Goode, pursuant to which we issued 750,000 shares of common stock to Mr. Goode and his designee.

On June 5, 2019, we entered into and closed a subscription agreement with an accredited investor pursuant to which we sold to the investor 50,000 shares of common stock for a purchase price of $250,000.

On August 13, 2019, we issued to an accredited investor 30,000 shares of common stock for a purchase price of $150,000.

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

On October 23, 2019, we issued to a consultant 12,500 shares of common stock pursuant to a consulting agreement.

On September 17, 2019, we issued 20,000 shares of common stock to an accredited investor for a purchase price of $100,000.

From November 13, 2019 to December 31, 2019, we entered into and closed securities purchase agreements with accredited investors pursuant to which we issued and sold an aggregate of 112,000 shares of common stock for an aggregate purchase price of $560,000.

From January 1, 2020 to May 5, 2020, we entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 210,000 shares of common stock for an aggregate purchase price of $1,050,000.

On April 7, 2020, we issued to the designee of Lyle Hauser 33,000 shares of common stock in connection with the extension of the maturity date of promissory notes.

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During the three months ended June 30, 2020, we issued and sold an aggregate of 237,000 shares of common stock to accredited investors at a purchase price of $5.00 per share for aggregate gross proceeds of $1,185,000.

During the three months ended June 30, 2020, we issued 29,500 shares of common stock to consultants for services.

On June 22, 2020, we issued, to a consultant for services, six-month warrants to purchase 30,000 shares of common stock with an exercise price of $0.01.

On June 22, 2020, we issued to Niquana Noel, the Company’s Chief Operating Officer, for services provided, six-month warrants to purchase 50,000 shares of common stock, with an exercise price of $0.01.

On June 30, 2020, we issued 50,000 shares of common stock to Niquana Noel, upon exercise of Ms. Noel’s warrants, at an exercise price of $0.01 per share.

In the three months ended September 30, 2020, we issued and sold an aggregate of 298,000 shares of common stock to accredited investors for a purchase price of $5.00 per share for aggregate gross proceeds of $1,490,000.

On July 22, 2020, we issued 30,000 shares of common stock to a consultant upon exercise of warrants with an exercise price of $0.01 per share.

On September 30, 2020, we issued 7,500 shares of common stock to each of our three independent directors for services as directors.

On September 30, 2020, we issued 9,000 shares of common stock to a consultant for services.

In the three months ended December 31, 2020, we issued and sold an aggregate of 22,000 shares of common stock to accredited investors for a purchase price of $5.00 per share for aggregate gross proceeds of $110,000.

On December 31, 2020, we issued 7,500 shares of common stock to each of our three independent directors for services as directors.

On December 31, 2020, we issued 13,500 shares of common stock to consultants for services.

From January 15, 2021 to January 21, 2021, the Company entered into securities purchase agreements with accredited investors for the sale by the Company to the investors of an aggregate of 300,000 shares of common stock at a purchase price of $5.00 per share for an aggregate purchase price of $1,500,000.

In connection with the foregoing, we relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

II-4

Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits.

1.1		Form of Underwriting Agreement (to be filed by amendment)

2.1		Agreement and Plan of Merger made as of November 1, 2005 among Bio-Solutions International, Inc., OmniMed Acquisition Corp., OmniMed International, Inc., and the shareholders of OmniMed International, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 3, 2005)

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

3.2		Amended and Restated Bylaws

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.17		Certificate of Amendment to Articles of Incorporation (incorporated by reference to 8-K filed January 10, 2020)

5.1		Opinion of Sichenzia Ross Ference LLP (to be filed by amendment)

II-5

10.1		Employment Agreement, dated May 17, 2018, between the Company and J. Mark Goode (incorporated by reference to 8-K filed May 23, 2018)

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

10.3		Amended and Restated Software License Agreement, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed June 23, 2020)

10.4		Software Order Form, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed June 23, 2020)

10.5		2019 Equity Incentive Plan (incorporated by reference to 8-K filed February 6, 2019)

10.6		Amendment No. 2 to Employment Agreement between the Company and J. Mark Goode (incorporated by reference to 8-K filed December 31, 2020)

16.1		Letter from MaloneBailey, LLP (incorporated by reference to 8-K filed January 23, 2019)

16.2		Letter from Liggett & Webb, P.A. (incorporated by reference to 8-K filed September 17, 2020)

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

23.1		Consent of MaloneBailey, LLP

23.2		Consent of Sichenzia Ross Ference LLP (to be filed by amendment)

EX-101.INS		XBRL INSTANCE DOCUMENT

EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE

EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

II-6

(b) Financial statement schedule.

None.

Item 17. Undertakings.

(a)

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

If the registrant is relying on Rule 430B (§230.430B of this chapter):

(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on January 25, 2021.

	CORO GLOBAL INC.

	By:	/s/ David Dorr
		David Dorr
		Chief Executive Officer

Each person whose signature appears below constitutes and appoints David Dorr, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, and in any and all capacities, to sign for him and in him name in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ David Dorr	Chief Executive Officer and Director	January 25, 2021
David Dorr	(Principal Executive, Financial and Accounting Officer)

/s/ Brian Dorr	Director	January 25, 2021
Brian Dorr

/s/ Rudolf Hüppi	Director	January 25, 2021
Rudolf Hüppi

/s/ Lou Naser	Director	January 25, 2021
Lou Naser

/s/ Carlos Naupari	Director	January 25, 2021
Carlos Naupari

II-9

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

CORO GLOBAL INC.

(effective as of January 22, 2021)

ARTICLE I - CORPORATE OFFICES

1.1 REGISTERED OFFICE. The registered office of Coro Global Inc., a Nevada corporation (the “Corporation:”) shall be fixed and located at 552 East Charleston Blvd, Las Vegas, NV, 89104. The Board of Directors is hereby granted power and authority to change said principal office from one location to another in the state of Nevada.

1.2 OTHER OFFICES. The Corporation’s Board of Directors (the “Board”) may at any time establish other offices at any place or places where the Corporation is qualified to do business.

ARTICLE II — MEETINGS OF STOCKHOLDERS

2.1 PLACE OF MEETINGS. Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Directors may from time-to-time fix. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized in the Nevada Revised Statutes (the “NRS”). If no designation is made, the meeting shall be held at the Corporation's registered office in the state of Nevada.

2.2 ANNUAL MEETING. The annual meeting of stockholders shall be held each year on a date and at a time designated by the Board. At the annual meeting, Directors shall be elected and any other proper business may be transacted.

2.3 SPECIAL MEETING.

2.3.1 Unless otherwise required by law or the Articles of Incorporation, special meetings of the stockholders may be called at any time, for any purpose or purposes, only by (i) the Board, (ii) the Chairman of the Board, (iii) the Chief Executive Officer of the Corporation, or (iv) holders of more than fifty percent (50%) of the total voting power of the outstanding shares of capital stock of the Corporation then entitled to vote. If any person(s) other than the Board calls a special meeting, the request shall:

(a) be in writing;

Page 1 of 27

(b) specify the general nature of the business proposed to be transacted; and

2.3.2 Upon receipt of such a request, the Board shall determine the date, time and place of such special meeting, which must be scheduled to be held on a date that is within ninety (90) days of receipt by the secretary of the request therefor, and the secretary of the Corporation shall prepare a proper notice thereof. No business may be transacted at such special meeting other than the business specified in the notice to stockholders of such meeting.

2.4 NOTICE OF STOCKHOLDERS’ MEETINGS.

2.4.1 Written or printed notice of each meeting of shareholders, whether annual or special, signed by the Chief Executive Officer, vice president or secretary, stating the time when and place where it is to be held, as well as the purpose or purposes for which the meeting is called, shall be served either personally or by mail, by or at the direction of the Chief Executive Officer, the secretary, or the officer or the person calling the meeting, not less than ten (10) or more than sixty (60) days before the date of the meeting, unless the lapse of the prescribed time shall have been waived before or after the taking of such action, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, addressed to the shareholder as it appears on the share transfer records of the Corporation or to the current address, which a shareholder has delivered to the Corporation in a written notice.

2.4.2 Further notice to a shareholder is not required when notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him or her during the period between those two consecutive annual meetings; or all, and at least two payments sent by first-class mail of dividends or interest on securities during a 12-month period have been mailed addressed to him or her at his or her address as shown on the records of the Corporation and have been returned undeliverable.

2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

2.5.1 Notice of any meeting of stockholders shall be given:

(a) if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Corporation’s records;

(b) if electronically transmitted, as provided in Section 8.1 of these Bylaws;

Page 2 of 27

2.5.2 An affidavit of the secretary or an assistant secretary of the Corporation or of the transfer agent or any other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.5.3 Notice may be waived in accordance with Section 7.16 of these Bylaws.

2.6 QUORUM.

2.6.1 Except as otherwise provided herein, or by law, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), a quorum shall be present at all meetings of shareholders of the Corporation, if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy.

2.6.2 The subsequent withdrawal of any shareholder from the meeting, after the commencement of a meeting, or the refusal of any shareholder represented in person or by proxy to vote, shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

2.6.3 Despite the absence of a quorum at any meeting of shareholders, the shareholders present may adjourn the meeting.

2.7 ADJOURNED MEETING; NOTICE. Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting. When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save us aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

2.8 ADMINISTRATION OF THE MEETING.

2.8.1 Meetings of stockholders shall be presided over by the Chairman of the Board or, in the absence thereof, by such person as the Chairman of the Board shall appoint, or, in the absence thereof or in the event that the Chairman shall fail to make such appointment, any officer of the Corporation elected by the Board. In the absence of the secretary of the Corporation, the secretary of the meeting shall be such person as the Chairman of the meeting appoints.

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2.8.2 The Board shall, in advance of any meeting of stockholders, appoint one (1) or more inspector(s), who may include individual(s) who serve the Corporation in other capacities, including without limitation as officers, employees or agents, to act at the meeting of stockholders and make a written report thereof. The Board may designate one (1) or more persons as alternate inspector(s) to replace any inspector, who fails to act. If no inspector or alternate has been appointed or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one (1) or more inspector(s) to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector(s) or alternate(s) shall have the duties prescribed pursuant to Section 231 of the NRS or other applicable law.

2.8.3 The Board shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations, if any, the Chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all acts as, in the judgment of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including without limitation establishing an agenda of business of the meeting, rules or regulations to maintain order, restrictions on entry to the meeting after the time fixed for commencement thereof and the fixing of the date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting (and shall announce such at the meeting).

2.9 VOTING.

2.9.1 Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, any corporate action, the affirmative vote of the majority of shares entitled to vote on that matter and represented either in person or by proxy at a meeting of shareholders at which a quorum is present, shall be the act of the shareholders of the Corporation.

2.9.2 Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, at each meeting of shareholders, each shareholder of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation.

2.9.3 Where appropriate communication facilities are reasonably available, any and all shareholders shall have the right to participate in any shareholders' meeting, by means of conference telephone or any means of communications by which all persons participating in the meeting are able to hear each other.

2.9.4 The stockholders of the Corporation shall not have the right to cumulate their votes for the election of Directors of the Corporation.

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2.10 NO STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action required or permitted to be taken by the stockholders of the Corporation (if the Corporation has more than one stockholder at such time) must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

2.11.1 In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

2.11.2 If the Board does not fix a record date in accordance with these Bylaws and applicable law:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

2.11.3 A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

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2.12 PROXIES. Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so either in person or by proxy, so long as such proxy is executed in writing by the shareholder himself, his authorized officer, Director, employee or agent or by the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature, or by his attorney-in-fact there unto duly authorized in writing. Every proxy shall be revocable at will unless the proxy conspicuously states that it is irrevocable and the proxy is coupled with an interest. A telegram, telex, cablegram, electronic mail, or similar transmission by the shareholder, or a photographic, photostatic, facsimile, shall be treated as a valid proxy, and treated as a substitution of the original proxy, so long as such transmission is a complete reproduction executed by the shareholder. If it is determined that the telegram, cablegram or other electronic transmission is valid, the persons appointed by the Corporation to count the votes of shareholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied. No proxy shall be valid after the expiration of six (6) months from the date of its execution, unless otherwise provided in the proxy. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. If any shareholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if one is present, then that one has and may exercise all of the powers conferred by the shareholder upon all of the persons so designated unless the shareholder provides otherwise.

2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

2.13.1 The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal place of business.

2.13.2 In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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2.14 ADVANCE NOTICE OF STOCKHOLDER BUSINESS.

2.14.1 Only such business shall be conducted as shall have been properly brought before a meeting of the stockholders of the Corporation. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) a proper matter for stockholder action under the NRS that has been properly brought before the meeting by a stockholder (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.14 and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.14. For such business to be considered properly brought before the meeting by a stockholder such stockholder must, in addition to any other applicable requirements, have given timely notice in proper form of such stockholder’s intent to bring such business before such meeting. To be timely, such stockholder’s notice must be delivered to or mailed and received by the secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first.

2.14.2 To be in proper form, a stockholder’s notice to the secretary shall be in writing and shall set forth:

(a) the name and record address of the stockholder who intends to propose the business and the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder;

(b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice;

(c) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

(d) any material interest of the stockholder in such business; and

(e) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.14.3 Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder’s meeting, stockholders must provide notice as required by, and otherwise comply with the requirements of, the Exchange Act and the regulations promulgated thereunder.

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2.14.4 No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.14. The Chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.

2.15 ADVANCE NOTICE OF DIRECTOR NOMINATIONS.

2.15.1 Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Corporation. To be properly brought before an annual meeting of stockholders, or any special meeting of stockholders called for the purpose of electing Directors, nominations for the election of Director must be (a) specified in the notice of meeting (or any supplement thereto) and (b) made by or at the direction of the Board (or any duly authorized committee thereof).

2.15.2 No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.15. If the Chairman of the meeting properly determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

ARTICLE III— DIRECTORS

3.1 POWERS. The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except such as those stated under Nevada state law, are in the Articles of Incorporation or by these Bylaws, expressly conferred upon or reserved to the shareholders or any other person or persons named therein.

3.2 NUMBER, ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

3.2.1 The first Board of Directors and all subsequent Boards of the Corporation shall consist of, not less than one (1) nor more than fifteen (15), unless and until otherwise determined by vote of a majority of the entire Board of Directors. A majority of the Board of Directors must consist of “Independent Directors” as defined by Rule 5605 of the Nasdaq Stock Market Rulebook. The Board of Directors or shareholders all have the power, in the interim between annual and special meetings of the shareholders, to increase or decrease the number of Directors of the Corporation. A Director need not be a shareholder of the Corporation unless the Articles of Incorporation of the Corporation or these Bylaws so require.

3.2.2 Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered in the Articles of Incorporation of the Corporation or these Bylaws, by a plurality of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

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3.2.3 The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of Directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders nest succeeding his election, unless their terms are staggered in the Articles of Incorporation of the Corporation (so long as at least one-fourth in number of the are elected at each annual shareholders' meeting) or these Bylaws, or until his prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

3.2.4 All Directors of the Corporation shall have equal voting power unless the Articles of Incorporation of the Corporation provide that the voting power of individual Directors or classes of Directors are greater than or less than that of any other individual Directors or classes of Directors, and the different voting powers may be stated in the Articles of Incorporation or may be dependent upon any fact or event that may be ascertained outside the Articles of Incorporation if the manner in which the fact or event may operate on those voting powers is stated in the Articles of Incorporation. If the Articles of Incorporation provide that any Directors have voting power greater than or less than other Directors of the Corporation, every reference in these Bylaws to a majority or a proportion of Directors shall be deemed to refer to majority or other proportion of the voting power of all the Directors or classes of Directors, as may be required by the Articles of Incorporation.

3.3 RESIGNATION AND VACANCIES.

3.3.1 Any Director may resign at any time upon written notice or by electronic transmission to the Chairman of the Board, with a copy to the secretary of the Corporation.

3.3.2 Unless the Board otherwise determines, newly created Directorships resulting from any increase in the authorized number of Directors, or any vacancies on the Board resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law, be filled by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board, or by a sole remaining Director. When one or more Directors resigns and the resignation is effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office as provided in this section in the filling of other vacancies.

3.4 PLACE OF MEETINGS; MEETINGS BY TELEPHONE. The Board may hold meetings, both regular and special, either within or outside the State of Nevada as designated from time to time by resolution of the Board or by written consent of all members of the Board. Unless otherwise restricted by these Bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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3.5 REGULAR MEETINGS. Regular meetings of the Board may be held with at least ten (10) business days prior notice at such time and at such place as shall from time to time be determined by the Board.

3.6 SPECIAL MEETINGS; NOTICE.

3.6.1 Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, or any two (2) Directors. The person(s) authorized to call special meetings of the Board may fix the place and time of the meeting. Notice of the time and place of special meetings shall be:

(a) delivered personally by hand, by courier or by telephone;

(b) sent by United States first-class mail, postage prepaid;

(d) electronically transmitted, as provided in Section 8.1 of these Bylaws.

3.6.2 If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice may be communicated either to the Director or to a person at the office of the Director who the person giving notice has reason to believe will promptly communicate such notice to the Director. The notice need not specify the place of the meeting if the meeting is to be held at the Corporation’s principal executive office nor the purpose of the meeting.

3.7 QUORUM. A majority of the authorized number of Directors are necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.

3.8 WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though a meeting had been duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Unless otherwise restricted by these Bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 ADJOURNED MEETING; NOTICE. If a quorum is not present at any meeting of the Board, then a majority of the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.11 FEES AND COMPENSATION OF DIRECTORS. Directors shall not receive any stated salary for their services as Directors. However, by resolution of the Board, a fixed fee, with or without expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation, therefor.

3.12 REMOVAL OF DIRECTORS.

3.12.1 Any Director or the entire Board may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation then entitled to vote in the election of Directors.

3.12.2 Any Director may be immediately removed from office at any time, by unanimous consent of all disinterested Directors (written, or at a duly called meeting), for commission of any act:

(a) involving (i) misuse or misappropriation of money or other property of Corporation or (ii) a felony or repeated use of drugs or intoxicants; or

(b) which disparages the business integrity of Corporation, its parent (if any), subsidiaries or affiliates or their officers, directors, employees and/or customers, and materially and adversely affects the business reputation of Corporation.

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3.13 CORPORATE GOVERNANCE COMPLIANCE. Without otherwise limiting the powers of the Board set forth in Section 3.1 and provided that shares of capital stock of the Corporation are listed for trading on either the NASDAQ Stock Market (“NASDAQ”) or the New York Stock Exchange (“NYSE”), the Corporation shall comply with the corporate governance rules and requirements of the NASDAQ or the NYSE, as applicable.

ARTICLE IV— COMMITTEES

4.1 COMMITTEES OF DIRECTORS. The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise such lawfully delegable powers and duties as the Board may confer. Each committee will comply with all applicable provisions of: the Sarbanes-Oxley Act of 2002, the rules and regulations of the Securities and Exchange Commission, and the rules and requirements of NASDAQ or NYSE, as applicable, and will have the right to retain independent legal counsel and other advisers at the Corporation’s expense.

4.2 COMMITTEE MINUTES. Each committee shall ensure that the Secretary, or his/her designee, is present at each of its meetings, to record regular minutes and report to the Board when required.

4.3 MEETINGS AND ACTION OF COMMITTEES.

4.3.1 Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of the following with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its member:

(a) Section 3.4 (place of meetings and meetings by telephone);

(b) Section 3.5 (regular meetings);

(d) Section 3.7 (quorum);

(e) Section 3.8 (waiver of notice);

(f) Section 3.9 (action without a meeting); and

(g) Section 3.10 (adjournment and notice of adjournment).

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4.3.2 Notwithstanding the foregoing:

(a) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(b) special meetings of committees may also be called by resolution of the Board; and

(c) notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

4.4 AUDIT COMMITTEE. The Board shall establish an Audit Committee consisting solely of Independent Directors whose principal purpose will be to oversee the Corporation’s and its subsidiaries’ accounting and financial reporting processes, internal systems of control, independent auditor relationships and audits of consolidated financial statements of the Corporation and its subsidiaries. The Audit Committee will also determine the appointment of the independent auditors of the Corporation and any change in such appointment and ensure the independence of the Corporation’s auditors. In addition, the Audit Committee will assume such other duties and responsibilities as the Board may confer upon the committee from time to time.

4.5 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE. The Board shall establish a Corporate Governance and Nominating Committee consisting solely of Independent Directors whose principal duties will be to assist the Board by identifying individuals qualified to become Board members consistent with criteria approved by the Board, to recommend to the Board for its approval the slate of nominees to be proposed by the Board to the stockholders for election to the Board, to develop and recommend to the Board the governance principles applicable to the Corporation, as well as such other duties and responsibilities as the Board may confer upon the committee from time to time. In the event the Corporate Governance and Nominating Committee will not be recommending a then incumbent Director for inclusion in the slate of nominees to be proposed by the Board to the stockholders for election to the Board, and provided such incumbent Director has not notified the Committee that he or she will be resigning or that he or she does not intend to stand for re-election to the Board, then, in the case of an election to be held at an annual meeting of stockholders, the Committee will recommend the slate of nominees to the Board at least thirty (30) days prior to the latest date required by the provisions of Sections 2.14 and 2.15 of these Bylaws for stockholders to submit nominations for Directors at such annual meeting, or in the case of an election to be held at a special meeting of stockholders, at least ten (10) days prior to the latest date required by the provisions of Sections 2.14 and 2.15 of these Bylaws for stockholders to submit nominations for Directors at such special meeting.

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4.6 COMPENSATION COMMITTEE. The Board shall establish a Compensation Committee consisting solely of Independent Directors whose principal duties will be to review employee compensation policies and programs as well as the compensation of the Chief Executive Officer and other executive officers of the Corporation, to recommend to the Board a compensation program for outside Board members, as well as such other duties and responsibilities as the Board may confer upon the committee from time to time.

ARTICLE V— OFFICERS

5.1 OFFICERS.

5.1.1 The officers of the Corporation shall be a Chief Executive Officer, Chief Financial Officer, Chairman of the Board, and a Secretary (collectively, the “Required Officers”, each, individually, a “Required Office”). The Corporation may also have, at the discretion of the Board, a chief operating officer, a vice chairman of the Board, one or more vice presidents, one or more assistant vice presidents, and any such other officers as may be appointed in accordance with the provisions of these Bylaws.

5.1.2 Any number of offices may be held by the same person, provided, however, that, except as provided in Section 5.6 below, the Chairman of the Board shall not hold any other office of the Corporation.

5.2 APPOINTMENT OF OFFICERS. The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these Bylaws, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. A failure to elect officers shall not dissolve or otherwise affect the Corporation.

5.3 SUBORDINATE OFFICERS. The Board may appoint, or empower the Chief Executive Officer of the Corporation, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.

5.4 REMOVAL AND RESIGNATION OF OFFICERS.

5.4.1 Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer appointed by the Board, by any officer upon whom such power of removal has been conferred by the Board.

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5.4.2 Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5 VACANCIES IN OFFICES. Any vacancy occurring in any Required Office of the Corporation shall be filled by the Board within ninety (90) days of such vacancy as provided in Section 5.2. Any vacancy in any office that is not a Required Office may be filled at the Board’s convenience, as provided in Section 5.2.

5.6 CHAIRMAN OF THE BOARD.

5.6.1 The Chairman of the Board shall be a member of the Board and, if present, preside at meetings of the Board and exercise and perform such other powers and duties as may from time to time be assigned to him or her by the Board or as may be prescribed by these Bylaws.

5.6.2 The Chairman shall be an Independent Director and shall not hold any other office of the Corporation unless the appointment of the Chairman is approved by two-thirds of the members of the Board then in office, provided, however, that if there is no Chief Executive Officer of the Corporation as a result of the death, resignation or removal of such officer, then the Chairman of the Board may also serve in an interim capacity as the Chief Executive Officer of the Corporation until the Board shall appoint a new Chief Executive Officer and, while serving in such interim capacity, shall have the powers and duties prescribed in Section 5.7 of these Bylaws.

5.7 CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, the Chief Executive Officer shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Corporation. He shall preside at all meetings of the shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board.

5.8 CHIEF FINANCIAL OFFICER.

5.8.1 The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any Director.

5.8.2 The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as the Board may designate. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Chief Executive Officer or, in the absence of a Chief Executive Officer or any Directors, whenever they request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

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5.8.3 The Chief Financial Officer may be the treasurer of the Corporation.

5.9 VICE PRESIDENTS. In the absence or disability of any Chief Executive Officer, the vice presidents, if any, in order of their rank as fixed by the Board or, if not ranked, a vice president designated by the Board, shall perform all the duties of a Chief Executive Officer. When acting as a Chief Executive Officer, the appropriate vice president shall have all the powers of, and be subject to all the restrictions upon, that Chief Executive Officer. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, these Bylaws, the Chairman of the Board, the Chief Executive Officer or, in the absence of a Chief Executive Officer, any president.

5.10 SECRETARY.

5.10.1 The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors, committees of Directors, and stockholders. The minutes shall show:

(a) the time and place of each meeting;

(b) whether regular or special (and, if special, how authorized and the notice given);

(d) the number of shares present or represented at stockholders’ meetings; and

(e) the proceedings thereof.

5.10.2 The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the Board, a share register, or a duplicate share register showing:

(a) the names of all stockholders and their addresses;

(b) the number and classes of shares held by each;

(d) the number and date of cancellation of every certificate surrendered for cancellation.

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5.10.3 The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board required to be given by law or by these Bylaws. The secretary shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these Bylaws.

5.11 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board, the Chief Executive Officer, Chief Financial Officer, the secretary, any vice president, or any other person authorized by the Board, the Chairman of the Board, the Chief Executive Officer, or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares or other equity interests of any other corporation or entity standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

5.12 AUTHORITY AND DUTIES OF OFFICERS. In addition to the foregoing authority and duties, all officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be designated from time to time by the Board.

ARTICLE VI— RECORDS AND REPORTS

6.1 MAINTENANCE AND INSPECTION OF RECORDS.

6.1.1 The Corporation shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws, as may be amended to date, minute books, accounting books and other records.

6.1.2 Any such records maintained by the Corporation may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to the provisions of the NRS. When records are kept in such manner, a clearly legible paper form produced from or by means of the information storage device or method shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper form accurately portrays the record.

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6.1.3 Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Nevada or at its principal executive office.

6.2 INSPECTION BY DIRECTORS. Any Director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a Director.

ARTICLE VII— GENERAL MATTERS

7.1 CHECKS; DRAFTS; EVIDENCE OF INDEBTEDNESS. From time to time, the Board shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidence of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.

7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS. Except as otherwise provided in these Bylaws, the Board, or any officers of the Corporation authorized thereby, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, provided the Corporation conducts appropriate reviews of any contracts or instruments with related parties through which conflicts of interest may arise; such authority may be general or confined to specific instances.

7.3 STOCK CERTIFICATES.

7.3.1 The shares of the Corporation’s capital stock may be represented by certificates or uncertificated. Certificates of stock shall be issued in numerical order and shall be signed by any two officers of the Corporation as may be designated from time to time by the Board of Directors and may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of such officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. If an officer who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the Corporation before the certificate is issued, it may be issued by the Corporation with the same effect as if the person were an officer on the date of issue. The certificates for such shares, if used, shall be of such tenor and design as the Board of Directors from time to time may adopt. Each such certificate of stock shall state:

(a) That the Corporation is incorporated under the laws of the State of Nevada;

(b) The name of the person to whom issued;

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(d) The par value of each share represented by such certificate, or a statement that such shares are without par value.

7.4 UNCERTIFICATED SHARES. The Board of Directors may authorize the issuance of uncertificated shares by the Corporation and may prescribe procedures for the issuance and registration of transfer thereof, and with respect to such other matters relating to uncertificated shares as the Board of Directors may deem appropriate. No such authorization shall affect previously issued and outstanding shares represented by certificates until such certificates shall have been surrendered to the Corporation. Within a reasonable time after the issuance or transfer of any uncertificated shares, the Corporation shall issue or cause to be issued to the holder of such shares a written statement of the information required to be included on stock certificates under the laws of the State of Nevada and these Bylaws. Notwithstanding the adoption of any resolution providing for uncertificated shares, each registered holder of stock represented by uncertificated shares shall be entitled, upon request to the custodian of the stock transfer books of the Corporation, or other person designated as the custodian of the records of uncertificated shares, to have physical certificates representing such shares registered in such holder’s name.

7.5 SPECIAL DESIGNATION ON CERTIFICATES. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 78.242 of the NRS, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

7.6 LOST CERTIFICATES. The Board of Directors may order a new certificate or certificates of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost certificate or certificates shall first cause to be given to the Corporation a bond, with surety or sureties satisfactory to the Corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the Corporation may incur by reason of the issuance of such new certificate; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters.

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7.7 FIXING RECORD DATE. In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders, such date in any case to be not more than forty days and, in the case of a meeting of shareholders, not less than ten days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

7.8 CONSTRUCTION; DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the NRS shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

7.9 DIVIDENDS.

7.9.1 The Board, subject to any restrictions contained in the NRS may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock.

7.9.2 The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

7.10 FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

7.11 SEAL. The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

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7.12 CODE OF CONDUCT. The Corporation shall adopt a Code of Conduct codifying the ethical standards to which all Directors, Officers, employees and 10% shareholders of the Corporation shall adhere.

7.13 TRANSFER OF STOCK. Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 7.5 of these Bylaws, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

7.14 REGISTERED STOCKHOLDERS.

7.14.1 The Corporation:

(a) shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

(b) shall be entitled to hold liable for calls and assessments on partly paid shares the person registered on its books as the owner of shares; and

(c) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

7.15 WAIVER OF NOTICE. Whenever notice is required to be given under any provision of the NRS or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting solely for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Articles of Incorporation or these Bylaws.

7.16 REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS. The Chief Executive Officer or any vice president and the secretary or assistant secretary of this corporation are authorized to veto, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority herein to said officers to vote or represent on behalf of the Corporation or corporations stay be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

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ARTICLE VIII— NOTICE BY ELECTRONIC TRANSMISSION

8.1 NOTICE BY ELECTRONIC TRANSMISSION.

8.1.1 Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the NRS or these Bylaws, any notice to stockholders given by the Corporation under any provision of the NRS or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and

(b) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

8.1.2 However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

8.1.3 Any notice given pursuant to the preceding paragraph shall be deemed given:

(a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

(c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(d) if by any other form of electronic transmission, when directed to the stockholder.

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8.1.4 An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

8.2 DEFINITION OF ELECTRONIC TRANSMISSION. An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX— INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 9.3 of this Article IX, the Corporation shall indemnify, to the fullest extent permitted by the NRS, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person (or the legal representative of such person) is or was a Director or officer of the Corporation or any predecessor of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director or officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

9.2 POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION. Subject to Section 9.3 of this Article IX, the Corporation shall indemnify, to the fullest extent permitted by the NRS, as now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person (or the legal representative of such person) is or was a Director or officer of the Corporation or any predecessor of the Corporation, or is or was a Director or officer of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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9.3 AUTHORIZATION OF INDEMNIFICATION. Any indemnification under this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 9.1 or Section 9.2 of this Article IX, as the case may be. Such determination shall be made, with respect to a person who is a Director or officer at the time of such determination, (i) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such Directors designated by a majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders (but only if a majority of the Directors who are not parties to such action, suit or proceeding, if they constitute a quorum of the Board, presents the issue of entitlement to indemnification to the stockholders for their determination). Such determination shall be made, with respect to former Directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.

9.4 GOOD FAITH DEFINED. For purposes of any determination under Section 9.3 of this Article IX, to the fullest extent permitted by applicable law, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 9.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a Director, officer, employee or agent. The provisions of this Section 9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 9.1 or 9.2 of this Article IX, as the case may be.

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9.5 INDEMNIFICATION BY A COURT. Notwithstanding any contrary determination in the specific case under Section 9.3 of this Article IX, and notwithstanding the absence of any determination thereunder, any Director or officer may apply to a Court in the State of Nevada for indemnification to the extent otherwise permissible under Sections 9.1 and 9.2 of this Article IX. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Director or officer is proper in the circumstances because such person has met the applicable standards of conduct set forth in Section 9.1 or 9.2 of this Article IX, as the case may be. Neither a contrary determination in the specific case under Section 9.3 of this Article IX nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 9.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

9.6 EXPENSES PAYABLE IN ADVANCE. To the fullest extent not prohibited by the NRS, or by any other applicable law, expenses incurred by a person who is or was a Director or officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that if the NRS requires, an advance of expenses incurred by any person in his or her capacity as a Director or officer (and not in any other capacity) shall be made only upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article IX.

9.7 NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The indemnification and advancement of expenses provided by or granted pursuant to this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, any bylaw, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 9.1 and 9.2 of this Article IX shall be made to the fullest extent permitted by law. The provisions of this Article IX shall not be deemed to preclude the indemnification of any person who is not specified in Section 9.1 or 9.2 of this Article IX but whom the Corporation has the power or obligation to indemnify under the provisions of the NRS, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its Directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the NRS, or by any other applicable law.

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9.8 INSURANCE. To the fullest extent permitted by the NRS or any other applicable law, the Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was a Director, officer, employee or agent of the Corporation serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article IX.

9.9 CERTAIN DEFINITIONS. For purposes of this Article IX, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors or officers, so that any person who is or was a Director or officer of such constituent corporation, or is or was a Director or officer of such constituent corporation serving at the request of such constituent corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article IX, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a Director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such Director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article IX.

9.10 SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The rights to indemnification and advancement of expenses conferred by this Article IX shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors, administrators and other personal and legal representatives of such a person.

9.11 LIMITATION ON INDEMNIFICATION. Notwithstanding anything contained in this Article IX to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 9.5 hereof), the Corporation shall not be obligated to indemnify any Director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of the Corporation.

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9.12 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article IX to Directors and officers of the Corporation.

9.13 EFFECT OF AMENDMENT OR REPEAL. Neither any amendment or repeal of any Section of this Article IX, nor the adoption of any provision of the Articles of Incorporation or the Bylaws inconsistent with this Article IX, shall adversely affect any right or protection of any Director, officer, employee or other agent established pursuant to this Article IX existing at the time of such amendment, repeal or adoption of an inconsistent provision, including without limitation by eliminating or reducing the effect of this Article IX, for or in respect of any act, omission or other matter occurring, or any action or proceeding accruing or arising (or that, but for this Article IX, would accrue or arise), prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X— AMENDMENTS

10.1 The Bylaws of the Corporation may be adopted, amended or repealed by

10.1.1 a majority of the voting power of the stockholders entitled to vote; or

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated January 25, 2021 with respect to the audited consolidated financial statements of Coro Global, Inc. for the years ended December 31, 2019 and 2018. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

January 25, 2021