UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended March 31, 2020

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________________
 
Commission file number: 033-25126-D

 

Coro Global Inc.
(Exact name of registrant as specified in its charter)

 

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

 

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

 

(888) 879-8896
(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐

 

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

 

Large accelerated filer ☐   Accelerated filer ☐

Non-accelerated filer þ

Emerging growth company ☐

 

Smaller reporting company þ

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐   No þ

 

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date, 24,392,246 shares of common stock, par value $0.0001, are issued and outstanding as of May 14, 2020.

  

 

 

 

 

  

TABLE OF CONTENTS

 

        Page No.
PART I. - FINANCIAL INFORMATION
Item 1.   Financial Statements.   1
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   13
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.   15
Item 4   Controls and Procedures.   15
PART II - OTHER INFORMATION
Item 1.   Legal Proceedings.   17
Item 1A.   Risk Factors.   17
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.   17
Item 3.   Defaults Upon Senior Securities.   17
Item 4.   Mine Safety Disclosures.   17
Item 5.   Other Information.   17
Item 6.   Exhibits.   17

 

i

 

 

PART 1. - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Coro Global Inc.

Condensed Consolidated Balance Sheets

 

    March 31,     December 31,  
    2020     2019  
    (Unaudited)        
Assets            
Current assets            
Cash   $ 658,960     $ 470,800  
Prepaid expenses     30,000       6,718  
Total current assets     688,960       477,518  
                 
Equipment, net     7,224       7,722  
Deferred offering costs     85,000       -  
Dino Might program     1,979       1,979  
Total assets   $ 783,163     $ 487,219  
                 
Liabilities and Stockholders’ Equity                
Current liabilities                
Accounts payable and accrued liabilities   $ 107,143     $ 153,551  
Note payable - related party     80,382       180,382  
Total current liabilities     187,525       333,933  
                 
Commitments and Contingencies (Note 9)     -       -  
                 
Stockholders’ equity                
Preferred stock, $.0001 par value: 10,000,000 authorized, 0 shares issued and outstanding on March 31, 2020 and December 31, 2019, respectively     -       -  
Preferred stock Series C, $0.0001 par value: 7,000 designated 0 and 0 shares issued and outstanding on March 31, 2020 and December 31, 2019, respectively     -       -  
Common stock, $.0001 par value: 700,000,000 authorized; 24,322,746 issued and 23,572,746 outstanding as of March  31, 2020 and 24,122,746 issued and 23,372,746  outstanding as of December 31, 2019     2,357       2,337  
Additional paid-in capital     40,568,980       39,276,760  
Accumulated deficit     (39,975,699 )     (39,125,811 )
Total stockholders’ equity     595,638       153,286  
Total liabilities and stockholders’ equity   $ 783,163     $ 487,219  

 

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

 

1

 

 

Coro Global Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

    For the Three Months Ended  
    March 31,  
    2020     2019  
Revenue   $ -     $ -  
                 
Operating expenses                
Selling, general and administrative expenses     634,848       1,818,887  
Development expense     215,040       506,669  
Total operating expenses     849,888       2,325,556  
                 
Loss from operations     (849,888 )     (2,325,556 )
                 
Other expenses                
Interest expense     -       (11,405 )
Total other expenses     -       (11,405 )
                 
Net loss   $ (849,888 )   $ (2,336,961 )
                 
Net loss per common share: basic and diluted   $ (0.04 )   $ (0.10 )
                 
Weighted average common shares outstanding: basic and diluted     23,447,691       22,853,468  

 

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

 

2

 

 

Coro Global Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

  

    For the Three Months Ended  
    March 31,  
    2020     2019  
Cash flows from operating activities            
Net loss   $ (849,888 )   $ (2,336,961 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Common stock issued for services     292,240       1,560,183  
Amortization expense of debt discount     -       10,000  
Depreciation     498       499  
Changes in operating assets and liabilities                
Increase in prepaid expenses     (23,282 )     -  
Increase in deferred offering costs     (85,000 )     -  
Accounts payable and accrued liabilities     (46,408 )     390,321  
Net cash used in operating activities     (711,840 )     (375,958 )
                 
Cash flows from investing activities                
                 
Cash flow from financing activities                
Bank overdraft     -       4,993  
Repayments on  notes payable - related party     (100,000 )     -  
Proceeds from notes payable - related party     -       100,000  
Proceeds from related party     -       3,000  
Proceeds from issuance of common stock     1,000,000       50,000  
Net cash provided by financing activities     900,000       157,993  
                 
Net increase / (decrease) in cash and cash equivalents     188,160       (217,965 )
Cash and cash equivalents at beginning of period     470,800       223,576  
Cash and cash equivalents at end of period   $ 658,960     $ 5,611  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ -     $ 961  
Cash paid for income taxes   $ -     $ -  
                 
Non-cash investing and financing activities:                
Conversion of Convertible debentures related party to non convertible   $ -     $ 88,164  

 

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

 

3

 

 

Coro Global Inc.

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

For the Three Ended March 31, 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     -       -       10,000       1       49,999       -       50,000  
Net loss for the three months ended March 31, 2019     -       -       -       -       -       (2,336,961 )     (2,336,961 )
Balance March 31, 2019     -     $ -       22,858,246     $ 2,286     $ 33,848,525     $ (36,612,393 )   $ (2,761,582 )
                                                         
Balance December 31, 2019     -     $ -       23,372,746     $ 2,337     $ 39,276,760     $ (39,125,811 )   $ 153,286  
Sale of common stock     -       -       200,000       20       999,980       -       1,000,000  
Stock based compensation     -       -                       292,240       -       292,240  
Net loss for the three months ended March 31, 2020     -       -       -       -       -       (849,888 )     (849,888 )
Balance March 31, 2020     -     $ -       23,572,746     $ 2,357     $ 40,568,980     $ (39,975,699 )   $ 595,638  

 

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

 

4

 

 

Coro Global Inc.

Notes to the Condensed Consolidated Financial Statements

For The Three Months Ended March 31, 2020

 

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 March 31, 2020, and the results of operations and cash flows for the three months ended March 31, 2020 and 2019. The results of operations for the three months ended March 31, 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. (the “Company”) is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. 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, or Fintech industry. The Company is developing products and technology solutions for global payments and the financial industry. Effective January 9, 2020, the Company changed its name to Coro Global Inc.

 

Covid-19 Pandemic

 

The Company’s operation has been materially and adversely impacted by the Covid-19 pandemic. The Company is located in Dade County, Florida which is subject to a “stay at home” order effective March 26, 2020, until the expiration of the existing State of Emergency. The Company is not considered an “essential” business and has closed its office. Until this stay at home order is lifted and the Company can resume its normal operations, the impact of the Covid-19 pandemic on the Company is unknown.

 

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 $849,888 for the three months ended March 31, 2020 and has an accumulated deficit of $39,975,699 as of March 31, 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.

 

5

 

 

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

  

Cash and Cash Equivalents

 

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

 

Concentrations of Credit Risk

 

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Currently our operating accounts are approximately $368,500 above the FDIC limit.

 

Advertising

 

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred $0 and $0, respectively for advertising costs for the three months ended March 31, 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. 

 

6

 

 

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.

 

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

 

Computer and equipment costs consisted of the following:

 

    March 31,
2020
    December 31,
2019
 
             
Computer equipment   $ 9,964     $ 9,964  
Accumulated depreciation     (2,740 )     (2,242 )
Balance   $ 7,224     $ 7,722  

 

Depreciation expense was $498 and $499 for the three months ended March 31, 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.

 

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.

  

7

 

 

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, totaling 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 months ended March 31, 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.

 

8

 

 

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). Under the terms of the employment agreement as originally executed, 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 March 31, 2019 and December 31, 2018 the Company accrued $1,861,178 and $300,995, respectively 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. During the three months March 31, 2019 the Company recorded and expensed $1,560,183 for these awards.

  

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 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. The Company recorded $292,240 for the additional value of the common stock for the vesting of the award during the three months ended March 31, 2020. As of March 31, 2020 and December 31, 2019 the unvested amount of the awards was $608,349 and $900,598, respectively.

  

9

 

 

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, an adviser to the Company and its then-largest stockholder.

  

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

  

    At
March 31,
2020
    At
December 31,
2019
 
Note Payable   $ -     $ -  
Accrued interest   $ 19,438     $ 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. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 8), and bears interest at the rate of 7% per year, due upon maturity. As of March 31, 2020 and December 31, 2019, the note had a balance of $70,382 and accrued interest of $5,438.

 

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 three months ended March 31, 2020 the Company repaid a total of $100,000. As of March 31, 2020 and December 31, 2019, the note had a balance of $10,000 and $110,000, respectively. The remaining amount of the note was repaid in May 2020.

 

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

 

4. 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 March 31, 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.

 

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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 March 31, 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 will be required to return such 750,000 shares to the Company as follows:

 

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

 

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

 

On May 31, 2019 the Company recorded the reclassification of the derivative liability of $2,162,408 for the issuance of these share to additional paid in capital and common stock. The Company recorded $687,003 for the additional value of the common stock for the vesting of the award during the year ended December 31, 2019. The Company recorded $292,240 for the additional value of the common stock for the vesting of the award during the three months ended March 31, 2020. As of March 31, 2020 and December 31, 2019 the unvested amount of the awards was $608,349 and $900,598, respectively.

  

From January 1, 2020 to March 31, 2020, the Company entered into and closed securities purchase agreements with accredited investors pursuant to which the Company issued and sold an aggregate of 200,000 shares of common stock for an aggregate purchase price of $1,000,000.  

 

6. COMMITMENTS AND CONTINGENCIES

 

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%.

 

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 has a term that ends six months from the date thereof or upon completion of the proposed offering. As of March 31, 2020 the Company has recorded $85,000 of deferred offering costs consisting of $60,000 of legal fees and $25,000 of underwrite due diligence fees. Upon the completion of the offering the Company will reclassify to additional paid in capital.

 

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7. RELATED PARTY

 

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. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2020 (see Note 8), and bears interest at the rate of 7% per year, due upon maturity. As of March 31, 2020 and December 31, 2019, the note had a balance of $70,382 and accrued interest of $5,438.

 

On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which was extended to December 31, 2019, and bore interest at the rate of 7% per year, due upon maturity. Accrued interest at March 31, 2020 and 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 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 three months ended March 31, 2020 the Company repaid a total of $100,000. As of March 31, 2020 and December 31, 2019, the note had a balance of $10,000 and $110,000, respectively.

 

During the three months ended March 31, 2020 and 2019 the Company paid Dorr Asset Management consulting fees and expenses of $68,367 and $0, respectively. Dorr Asset Management is controlled by Brian and David Dorr, related parties to the Company.

 

8. SUBSEQUENT EVENTS

 

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 has been repaid, leaving an outstanding balance of $10,000), as amended by amendment No. 1 thereto, dated April 9, 2019, amendment No. 2 thereto, dated July 3, 2019, amendment No. 3 thereto, dated October 1, 2019, and amendment No. 4 thereto, dated January 17, 2020, was extended to June 30, 2020. In consideration for the extension of the maturity date of the notes, the Company issued to the designee of Lyle Hauser 33,000 shares of common stock. Between April 1, 2020 to May 14, 2020, the Company repaid $25,000 of loans due to Lyle Hauser.

 

From April 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 10,000 shares of common stock for an aggregate purchase price of $50,000.

 

On May 5, 2020, we issued 26,500 shares of common stock to consultants pursuant to two consulting agreements, including one issuance of 22,500 shares and one issuance of 4,000 shares, for business development consulting services.

 

 

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

 

Forward-Looking Statements

 

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

 

These forward-looking statements reflect our management’s beliefs and views with respect to future events, are based on estimates and assumptions as of the date of this report 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 under “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2019, filed with the SEC on April 13, 2020. 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 law.

 

Overview

 

We are developing financial technology products and solutions that use distributed ledger technologies for improved security, speed, and reliability.

 

We have not yet commenced sales of any current products. We are developing the following planned products:

 

1. Coro is a global money transmitter that will allow customers to send, receive, and exchange currencies faster, cheaper and more securely. We believe Coro will be the world’s first global payment application that includes gold, the oldest and most trusted currency. Following licensure and launch in the United States, we will pursue money transmission licenses in foreign countries such as Mexico and Canada. Coro’s technology facilitates money transmission and exchange with faster speeds, better security, and lower costs than existing options in the marketplace. At launch, Coro will provide the ability to send, receive and exchange U.S. dollars and gold. The exchange rate between U.S. dollars and gold is transparent and set by the London Bullion Market Association (LBMA) and the global banks that are market makers in foreign currency exchange. The initial development of our money transmission technology and mobile application functionality is now complete. Coro is now undergoing an intensive phase of integrations and testing. We anticipate commercial launch of Coro by the end of the second quarter of 2020.

 

2. Financial Crime Risk Management (FCRM) platform – We believe there are currently two problems with anti-money laundering/know your customer (or AML/KYC) solutions. The first problem is that the laws and compliance regulations have increased faster than compliance officers have been able to respond. The result is a bottle-neck, slowing global financial transactions. Onboarding new clients of financial institutions is both complex and difficult. Once onboarded the ongoing monitoring of transactions for suspicious activity has become an even greater challenge. The technology industry has been rushing to provide solutions to meet compliance requirements. Unfortunately, most of the compliance solutions offered are fragmented and inefficient. Even the best solutions only excel at one element of the AML/KYC process. With this need in mind we are developing our FCRM platform, an integrated AML/KYC onboarding and transaction monitoring solution that provides an affordable and fully integrated compliance solution for compliance departments that meet the rigorous demands of government regulators, while supporting customers. A form of the FCRM technology will be built into Coro, but FCRM will require additional development as a stand-alone product. We anticipate launching FCRM as a stand-alone product during late 2020.

 

References in this report to “we,” “us,” the “Company” and “our” refer to Coro Global Inc. together with its wholly-owned subsidiaries.

 

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Results of Operations for the three months ended March 31, 2020 and 2019

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the three months ended March 31, 2020 totaled $634,848, a decrease of $1,184,039 or approximately 65% compared to selling, general and administrative expenses of $1,818,887 for the three months ended March 31, 2019. During the three months ended March 31, 2020 stock compensation due to consulting fees decreased by $1,267,943 to $292,240 for the three months ended March 31, 2020 from $1,581,183 for the three months ended March 31, 2019, This was partially offset by other consulting fees increasing by $111,766 to $184,265 for the three months ended March 31, 2020 compared to $72,499 for the three months ended March 31, 2019 in connection with the expansion of our operations. The remaining operating costs remained constant. 

 

Development Expense

 

Development expenses for the three months ended March 31, 2020 totaled $215,040 compared to $506,669 for the three months ended March 31, 2019. We incurred significantly higher development expenses, including fees paid to vendors, for our planned Coro product during the three months ended March 31, 2019 compared to the three months ended March 31, 2020.

 

Interest Expense

 

Interest expense on debentures for the three months ended March 31, 2020 and 2019, was $0 and $11,405, respectively. Interest expense during three months ended March 31, 2019 included the amortization of $10,000 of beneficial conversion of convertible loans.

 

Other Expense

 

Net Loss

 

For the reasons stated above, our net loss for the three months ended March 31, 2020 was ($849,888) or ($0.04) per share, a decrease of $(1,487,073) or 63%, compared to net loss of ($2,336,961), or ($0.10) per share, during the three months ended March 31, 2019.

 

Liquidity and Capital Resources

 

As of March 31, 2020, we had cash of $658,960, compared to cash of $470,800 as of December 31, 2019. Net cash used in operating activities for the three months ended March 31, 2020 was $711,840. Our current liabilities as of March 31, 2020 of $187,525 consisted of: $107,143 for accounts payable and accrued liabilities, and note payable – related party of $80,382.

 

During the three months ended March 31, 2020 we entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 200,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $1,000,000. We repaid $100,000 of the $110,000 outstanding principal of a note payable from a then-related party.

  

As of March 31, 2019, we had cash of $5,611, which compared to cash of $223,576 as of December 31, 2018. Net cash used in operating activities for the three months ended March 31, 2019 was $375,958.

 

During the three months ended March 31, 2019 the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 10,000 shares of common stock, for a purchase price of $5.00 per share, and aggregate gross proceeds of $50,000. A related party advanced the Company $3,000 and the Company issued a $110,000 promissory note to a then-related partywith an original issue discount of $10,000.

 

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.

 

14

 

 

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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not required for a smaller reporting company.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

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

 

 

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

     
 

We were unable to maintain full segregation of duties within our financial operations due to our reliance on limited personnel in the finance function.

     
  Documentation of all proper accounting procedures is not yet complete.

 

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

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

There are no material legal proceedings the Company is party to or any of its property is subject to.

 

Item 1A. Risk Factors.

 

Not required for a smaller reporting company.

 

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

 

During the three months ended March 31, 2020, we sold 200,000 shares of common stock to accredited investors at a purchase price of $5.00 per share (including previously reported sales).

 

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

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

No.   Description
31.1   Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer*
32.1   Section 1350 Certification of Chief Executive Officer**
EX-101.INS   XBRL INSTANCE DOCUMENT*
EX-101.SCH   XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.LAB   XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

 

* Filed herewith.
** Furnished herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Coro Global Inc.

     
Date: May 15, 2020 By:   /s/ J. Mark Goode
    J. Mark Goode
    Chief Executive Officer (principal executive officer, principal financial officer, and principal accounting officer)

 

 

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