0001213900-19-006167.txt : 20190411 0001213900-19-006167.hdr.sgml : 20190411 20190411132009 ACCESSION NUMBER: 0001213900-19-006167 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 61 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190411 DATE AS OF CHANGE: 20190411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hash Labs Inc. CENTRAL INDEX KEY: 0000842013 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 850368333 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-25126-D FILM NUMBER: 19743415 BUSINESS ADDRESS: STREET 1: 78 SW 7TH STREET CITY: MIAMI STATE: FL ZIP: 33431 BUSINESS PHONE: 888-879-8896 MAIL ADDRESS: STREET 1: 78 SW 7TH STREET CITY: MIAMI STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: Tech Town Holdings Inc. DATE OF NAME CHANGE: 20171027 FORMER COMPANY: FORMER CONFORMED NAME: Medefile International, Inc. DATE OF NAME CHANGE: 20060307 FORMER COMPANY: FORMER CONFORMED NAME: OMNIMED INTERNATIONAL, INC. DATE OF NAME CHANGE: 20051122 10-K 1 f10k2018_hashlabsinc.htm ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2018

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

For the transition period from _______ to ________

Commission file number: 033-25126-D

HASH LABS INC.

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)

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

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 ☒ 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 ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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 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 Act). Yes ☐ No ☒

As of June 30, 2018, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $5.6 million.

As of April 9, 2019, there were 22,858,246 shares of common stock, par value $0.0001 per share, issued and outstanding.

HASH LABS INC.

TABLE OF CONTENTS

		Page
	PART I
Item 1	Business	1
Item 1A	Risk Factors	10
Item 1B	Unresolved Staff Comments	16
Item 2	Properties	16
Item 3	Legal Proceedings	16
Item 4	Mine Safety Disclosures	16
	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6	Selected Financial Data	17
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	20
Item 8	Financial Statements and Supplementary Data	F-1 to F-19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A	Controls and Procedures	21
Item 9B	Other Information	22
	PART III
Item 10	Directors, Executive Officers, and Corporate Governance	23
Item 11	Executive Compensation	25
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13	Certain Relationships and Related Transactions, and Director Independence	28
Item 14	Principal Accountant Fees and Services	29
	PART IV
Item 15	Exhibits	30
	Signatures	31

PART I

This report may contain forward-looking statements. Investors are cautioned that such forward-looking state to all comments are based on our management’s beliefs and assumptions and on information currently available to our management and involve risks and uncertainties. Forward-looking statements include statements regarding our plans, strategies, objectives, expectations and intentions, which are subject to change at any time at our discretion. Forward-looking statements include our assessment, from time to time of our competitive position, the industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, undue reliance should not be placed on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,” “Hash Labs,” or the “Company” refer to Hash Labs Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars

Item 1. Business.

Overview

Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties.

Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company narrowed its focus to financial technology, or Fintech, with an emphasis on emerging Blockchain or distributed ledger technology, or DLT. Effective March 2, 2018, the Company changed its name to Hash Labs Inc.

Our Fintech development project is a digital gold payment platform program. The Company is completing development of a mobile application, that will convert gold into a price-stable, scalable digital currency, 100% backed by physical gold. The digital gold payment platform will operate on the world’s most advanced DLT, known as Hashgraph.

The payment platform we are developing will be called Coro and its digital gold unit of account will be CXAU. 1 CXAU will be equal to 1 Troy Ounce of physical gold. The Company anticipates that the Coro payment platform will operate on a mobile application referred to as a “digital vault.”

These products are not yet operational and they have not yet generated any revenues.

Coro Development Status

The Company is developing Coro as a digital gold payment platform. The Company began development of the Coro mobile application, data base, infrastructure and the associated distributed private permissioned network in August of 2018. The Coro application has been developed on Azure’s cloud-based app development platform. The technology and network development process includes a series of 20 design and development stages, knowns as “sprints.” To date, 18 development sprints have been accomplished. Existing functionality includes: the onboarding and account activation process; identity verification; AML/KYC screening; login and change passcode process; digital account funding; conversion of USD to CXAU digital golds units; conversion of CXAU units to USD; and redemption of CXAU units for physical gold. The Coro / CXAU distributed ledger network has already been activated with an initial 12 nodes. We are conducting testing and quality assurance on the Coro mobile application and private permissioned node network. To date, the Company has paid more than $1,000,000 for the development of the Coro/CXAU digital gold payment platform and its private permissioned distributed ledger network. The Company paid such expenses from the Company’s working capital. The Company anticipates that, in April 2019, the Company will finalize testing and quality assurance in prelude to launching the mobile application and payment platform.

We anticipate that we will incur additional expenses of approximately $500,000 to complete development of and launch Coro. We will need to obtain the funds for such additional expenses by raising additional capital. There is no assurance such additional capital will be available on acceptable terms, or at all.

Subject to raising such additional capital, and subject to our determination, in consultation with legal counsel, that the launch of Coro, will be in compliance with applicable securities law, we anticipate that we will launch Coro / CXAU on or about June 1, 2019.

The Company is relying upon both employees and contractors to design and develop the Coro / CXAU digital gold payment platform and distributed network. Coordination of the design and development has been led by the Company’s Chief Executive Officer, who has coordinated the Company’s technology development resources and team of consultants. The Company intends to increase its technology development team during 2019, as it continues to improve the functionality and performance of the Coro / CXAU digital payment platform, post-launch.

The Company’s Planned Coro Digital Gold Platform--Overview

The Company is developing Coro, its first Fintech solution using Hashgraph DLT. The Company anticipates that Coro will be a 100% gold-backed digital payment platform. We anticipate that the Coro mobile application will operate on Hashgraph, the world’s fastest and most secure form of distributed ledger technology. We anticipate that Coro account holders will be able to instantly and securely convert fiat currency to “CXAU,” a digital gold currency unit of exchange. CXAU digital gold units will be price-stable, and 100% backed by physical gold.

The Company believes the cryptocurrency market, particularly in relation to Initial Coin Offerings (or ICOs), is volatile, with a high incidence of fraud and market manipulation. By comparison, there will never be a coin offering or token sale related to Coro or its CXAU digital gold units.

The Coro community of users will operate on a permission-based peer to peer private network, with the highest level of security and compliance.

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

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

●

The need for a decentralized digital currency solution that offers true stability. The leading cryptocurrencies are wildly volatile with speculation driving wide swings in valuation. CXAU will offer a truly stable, asset-backed digital currency. The value of one CXAU unit will always correspond to the daily London spot price of 1 Troy Ounce of gold. Each CXAU unit will be 100% backed by physical gold, held by an independent custodian within an insured vault at the Royal Canadian Mint. Coro gold reserves will be confirmed daily by the Royal Canadian Mint and independently audited on a quarterly basis. The independent audit will be published for review by all CXAU members.

●

We anticipate that the Coro technology will allow for potentially tens of millions of global gold investors holding trillions of value in gold bars and coins to safely digitize their physical gold holdings. Under the Coro platform, global gold investors (individual, institutional and governmental) will have the opportunity to efficiently hold and transact with a 100% gold-backed digital currency. Owners of physical gold will be able to conveniently convert their gold into CXAU. If Coro members wish to liquidate their CXAU units, they will simply withdraw their CXAU balance via conversion to physical gold or CUSD.

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

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

●

Convert physical gold into CXAU: Under this process, members could send physical gold to fund a CXAU account. Pursuant to our master services agreement with Dillon Gage (discussed below), Dillon Gage will coordinate and manage the deposit and transfer of CXAU users’ physical gold into digital / crypto gold. This will include the acceptance, testing and verification of the physical gold presented for conversion to CXAU units. Dillon Gage will coordinate delivery of the physical gold for storage at the Royal Canadian Mint, for reserve on behalf of the CXAU.

●

Convert US Dollars into CXAU within the Digital Vault: Under this process, Dillon Gage will coordinate and manage the acquisition and deposit of physical gold in direct proportion to the users’ CXAU digital vault capitalization, with fiat currency. Dillon Gage will coordinate purchase and delivery of physical gold to vaults operated by the Royal Canadian Mint, for reserve on behalf of the Coro members.

●

Convert CXAU into physical gold for redemption: From time to time users may wish to liquidate their Coro digital gold account. Once the redemption order is received, Dillon Gage will convert the CXAU unit value into physical gold.

●

Convert CXAU into fiat currency: Under this process, by way of example, a customer has $10,000 worth of CXAU and hits the ’Sell’ button within the app to convert the CXAU into $10,000 into the USD Digital Vault. Dillon Gage will receive the order to purchase $10,000 worth of physical gold and deliver $10,000 into the Coro Custody USD bank account. CXAU will allocate $10,000 worth of gold in the vault for Dillon Gage, and instantly the client will receive $10,000 into their CUSD Digital Vault.

Dillon Gage Collaboration

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

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

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

Revenue Model

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

Objectives

Our objectives are to:

Successfully launch Coro Digital Vault, as a stable, transparent, immutable, scalable, secure and decentralized solution by June 1, 2019. We anticipate that, by this date, we will launch the fully functional application on the iPhone and Android app stores, including the following features: Enrollment, Login, Track the Current Price of Gold, Create and Capitalize the Wallet, History, News, Purchase CXAU, Sell CXAU, and Peer to Peer Transactions functions. As noted above, our launch of the Coro platform will be subject to raising additional capital and our determination, in consultation with legal counsel, that such launch will be in compliance with applicable securities laws.

Achieve Long-term growth through building an engaged user base, securing key strategic partnerships and creating institutional and governmental user networks.

DLT and Stable-Coins

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

Under DLT technology, two or more parties can forge agreements, make transactions, build value, establish trust, and perform critical business logic, through using smart contracts, without relying on intermediaries to verify their identities. We believe that by reducing transaction costs among all participants in the economy, DLT protocol supports models of peer-to-peer mass collaboration that could make many of the existing financial organization forms redundant.

While Bitcoin, Etherum and other popular cryptocurrency trading platforms based on Blockchain technologies continue to grab headlines, we believe that it is the next generation DLT that will fully disrupt and transform how commerce and the Internet work together.

Numerous crypto ventures promise to change the landscape of the global financial system and the way the world economy is organized. However, we believe most of their crypto products lack conditions to serve as a store of value and as a unit of account, precluding even the most basic financial contracts, such as loans, salaries, or any other contract, where participants care about value over time, to be upheld.

The current cryptocurrency market is composed of ICOs and Token sales that are:

	●	Highly volatile;

	●	Speculation driven;

	●	Have high incidence of fraud;

	●	Void of inherent asset value;

	●	Subject to market manipulation; and

	●	Issued on non-compliant basis

At the same time we believe the global demand for DLT in finance and investing is greatly outpacing the supply. Thus, we believe growing acceptance of cryptocurrencies as a legitimate form of tender is fueling a need for user-friendly payment applications, Fintech solutions and specialty products and services to better support and secure the growing crypto ecosystem while reducing current valuation volatility and risks.

We believe individuals, institutions and governments are in urgent need of truly stable cash alternatives to conduct transactions and store value.

Stable-Coin Cryptocurrencies

The Coro platform we are developing will be a fully compliant Digital Vault platform to hold, transact and transfer asset-backed, redeemable, stable and scalable Crypto-Gold.

Stable-coins are a class of crypto currencies that seek to maintain price stability with respect to a value indicator. A stable-coin is supposed to provide price stability characteristics for purposes of avoiding volatility and acting as a better unit of account as well as a store of value.

Several solutions claiming to be stable-coins are currently available on the market, but most of them do not actually hold physical assets or do not allow their users to redeem their holdings fully.

There are 3 common types of stable-coins:

●

Fiat-collateralized: require users to trust a centralized third party to hold their fiat currency and also to trust the stability of the fiat in itself, which is inherently unstable

●

Crypto-collateralized: create a dependency on the stability of the cryptocurrency on the other side of the equation, which is inherently unstable.

●

Non-collateralized: require continual network growth in the form of new investors who can provide capital to support a falling currency value, which is unsustainable.

None of these 3 types of stable-coins are fully asset backed, redeemable, stable, or scalable

We anticipate that CXAU will be different from other stable-coins in the following ways:

●

Coro will be a decentralized, secure and easy to use digital currency 100% backed by physical gold.

●

Coro will operate on the world’s fastest and most scalable Hashgraph DLT.

●

Each Coro user will have a 100% secure digital vault, 100% backed by physical gold.

●

The value of the Coro account will not be correlated to equities, bonds, fiat currencies, supply and demand, or cryptocurrencies, but derived from the value of the physical gold that will secure it.

●

Coro account holders will be able to redeem their full account value for physical gold at any time.

●

Hash Labs will operate Coro on a fully compliant basis.

●

The highest standard of security will be applied to ensure that bad actors cannot use the Coro platform.

●

Each digital vault will be activated only after a user has successfully completed full OFAC, KYC, AML screening, and identity verification.

●

All physical gold assets will be held in fully licensed and insured physical vaults owned and protected by world-leading security storage companies.

●

All gold assets on deposits will be audited on a quarterly basis.

We believe that with a more predictable value, Coro will contribute to a global digital currency economy capable of supporting credit and debt markets, trust-based peer to peer transactions and credible long-term investments.

Use Cases

We anticipate that uses for Coro will include the following:

●

Global Payment Network: Since the key characteristics of price stability, liquidity, and scalability will be met, CXAU will have the potential to be foundational for global payments, serving as a unit of account, a store of value, and a medium of exchange.

●

Fueling Future Decentralized Applications: Price-stable CXAU units could be used as a payment for using different DLTs, instead of those applications creating their own native currencies. For example in insurance, and lending markets.

●

Lending: Coro can enable global access to secure and price-stable loans.

Gold History & Present

CXAU is derived from the letter “C,” the universal reference for Cryptocurrency, and the letters “XAU,” which is the symbol used under the ISO 4217 currency standard for one troy ounce of gold.

Gold has managed to maintain its value through the ages and unlike paper currency, coins or other assets it has been a stable way to pass on and preserve the value of wealth from one generation to the next. A central bank or a nation often held gold reserves in order to store value as a guarantee to redeem promises to pay depositors or to secure a currency. The United States is one of the countries with the largest gold reserves amounting to over eight thousand tons.

Historically gold has been an excellent hedge against inflation because of its tendency to increase in value when the cost of living increases. Because of its stability and the rate of return as an investment, it is an attractive commodity.

Gold offers:

●

Safety: As a high-quality, liquid asset, gold helps preserve capital, diversify portfolios, mitigate risks, and serves as valuable collateral.

●

Liquidity: Operating in large markets that rival those of major sovereign bonds, gold is one of the most highly traded financial assets, with low transactional costs and universal acceptance.

●

Return: Since 1997, the average annual return on gold, in US dollar terms, has consistently outperformed the average returns on US Treasuries, Eurobonds, Japanese government bonds, and UK gilts over 10-year, 5-year and 1-year time horizons.

Digital currencies, such as Bitcoin and Litecoin, have been successful at leveraging Blockchain technology for the transfer of value across borders. But the inherent volatility, lack of asset backing and low transaction speeds have made them a poor choice for real business to be executed through their networks.

Hashgraph Partnership

CXAU is being built on world’s next generation DLT solution Hashgraph Algorithm, which we believe is superior to the early generation Blockchain DLT. Hashgraph is owned by Swirlds, Inc., (“Swirlds”). In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform.

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

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

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

Stability: Hashgraph relies on both technical and legal controls to ensure the stability of the platform. This system prevents forking and illegal modifications of the algorithm.

Regulatory Compliance: The Hashgraph technical framework includes an Opt-In Escrow Identity mechanism that gives users a choice to bind verified identities to otherwise anonymous cryptocurrency accounts, which is designed to provide governments with the oversight necessary to ensure regulatory compliance. This is optional, and each user will be able decide what kinds of credentials, if any, to reveal. Hashgraph intends to work with governments to provide the same level of protection in distributed public ledgers as is currently present in the financial system.

The Hashgraph algorithm accomplishes being fair, fast, efficient, inexpensive, timestamped, and DoS resistant.

Hashgraph private-permissioned ledger provides the strongest foundation for the CXAU protocol. We believe it will enable CXAU to achieve unprecedented speed with fractional cost per transaction, all while maintaining bank-grade security.

Government regulation

The Company has registered with Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of the Treasury) as a Money Service Business. The Company is in the process of applying for the Money Transmitter License with State government regulators throughout the US.

Blockchain and cryptocurrency regulations are in a nascent state with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses and in cryptocurrencies generally. Regulations will certainly increase, in many cases, although it is presently not possible to know how they will increase, how regulations will apply to our businesses, or when they will be effective. As the regulatory and legal environment evolves, we may become subject to new laws, and regulation by the SEC and other agencies.

To prevent fraud and illegal activities on the Coro platform, the Company is developing a state of the art compliance on-boarding and transaction monitoring solution to:

●

Ensure that no digital vaults issued to Coro customers are activated until each new customer has undergone comprehensive Know Your Customer/Anti-Money Laundering screening;

●

Monitor Coro transactions and report any suspicious activity

●

Conduct routine security audits of its DLT environment; and

●

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

The Company has hired a Chief Compliance Officer, who has developed the Company’s compliance program and manual. The CCO has been instrumental in the design and development of the compliance on-boarding and monitoring solution. The CCO is also in communication with State regulators, related to the Company’s Money Transmitter license applications.

Marketing and Sales Strategy

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

Initially, our marketing efforts will focus on individual gold investors and crypto enthusiasts needing access to an easy to use, secure, stable, and transparent digital currency. In this market, the Company will launch the CXAU mobile app and perfect its functionality.

Eventually we will expand such marketing efforts to include institutional and governmental markets. Currently, the Company is analyzing key trends and related secondary information that will compliment and aid defining its market opportunities and user needs.

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

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

●

Engage highly rated and specialized branding, media, web design, and digital marketing agencies to work in synchrony with the in-house marketing team

●

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

●

Design and develop a website to serve as an education resource for media, influencers and general public and as a point of entry for users; and

●

Develop, activate and execute integrated launch and growth marketing campaigns to reach key audiences for awareness and demand for the product.

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

Launch Strategy: This is currently being executed in anticipation of the April, 2019 Coro mobile app launch. This includes the following:

August to September 2018:

Brand strategy: Under this phase, which we completed, we sought to promote and develop our brand discovery, brand design including messaging and visual identity, and brand content creation.

October to November 2018:

Under this phase, which we completed, we built and developed our CXAU Website, including with respect to website discovery and content, website design, and website development, hosting trials, and website live launch.

December 2018 to May 2019 (Marketing Activation, Execution and Launch) (currently in progress):

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

●

Paid media (search engine ads, social media ads, display ads, sponsored content, geo-fencing);

●

Earned media (media, investor, blogger, influencer relations);

●

Shared media (advocates, partnerships, social media); and

●

Owned media (proprietary content strategically created and distributed)

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

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

Competition

We anticipate that the primary competition for Coro in the digital payment sector will include CashApp, Venmo, TransferWise and Circle. CashApp is a US based digital payment platform offering peer to peer payments. CashApp operates exclusively in the US offering digital payments in US Dollars. The CashApp platform operates on traditional centralized server technology, slower and less secure. Venmo is the US based digital payment platform, owned and operated by PayPal. Venmo operates in the US and offers users digital peer to peer payments in US Dollars. The Venmo platform also operates on a traditional centralized network. TransferWise is a UK based payment platform. The Company intends to operate on a global basis and offer payments in a variety of currencies. TransferWise also operates on a traditional centralized network. Circle is a US based digital platform offering payments in both US Dollars and British Pounds. The Circle platform operates on a form of Blockchain technology known as Ethereum.

Employees

As of the date of this filing, we have six employees all of whom are full-time. We consider our relationship with our employees to be good.

Corporate Information

Our principal executive offices are located at 78 SW 7^th Street, Miami, FL 33130, and our telephone number is 888-879-8896. Our website address is https://hashlabs.net. Information on our website is not part of this report.

Item 1A. Risk Factors.

An investment in the Company’s common stock involves a high degree of risk. Our business, operating results and financial condition could be harmed and the value of our stock could go down as a result of the risk factors described below. This means shareholders could lose all or a part of their investment.

Risks Related to Our Business

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

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

We will need to raise additional capital, which may not be available.

As of December 31, 2018, we had a working capital deficit of $486,315. We will need to raise additional funds to complete development of and launch Coro, execute our business plan and maintain and expand our operations. Additional financing may not be available to us on favorable terms, or at all. If we cannot raise needed funds on acceptable terms, the Company’s business and prospects may be materially adversely affected and we may need to curtail or cease operations.

We may not succeed in developing the Coro platform.

The development of the Company’s decentralized distributive ledger technology, or DLT, on the Coro platform, and gold-backed CXAU cryptocurrency will be a costly, complex, and time-consuming process, and investments in product development often involve a long period of time until completed and a return, if any, can be achieved on such an investment. We may face difficulties or delays in the development process of the DLT, Coro and CXAU, which could result in our inability to timely offer products or services that satisfy the market. We have been making and anticipate making significant investments in developing the DLT, Coro and CXAU, but such an investment is inherently speculative and requires substantial capital expenditures. Any unforeseen technical obstacles and challenges that we encounter in the development process could result in delays in, or the abandonment of, the development and launch of the DLT, Coro and CXAU, and may substantially increase development costs, which could negatively affect our business, financial condition and results of operations. We may not succeed in launching the Coro platform by our anticipated launch date, or at all.

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

There are many alternative gold-backed crypto assets, distributive ledger technology platforms and blockchain based platforms, and more such alternatives are under development by our competitors. Some of our competitors have considerably more financial resources than us, and the backing of traditional large financial institutions. As a result, we may not be able to successfully compete in our market, which could result in our failure to launch the DLT and CXAU, or otherwise fail to successfully compete. There can be no assurances that we will be able to compete successfully in this environment.

The DLT, Coro and CXAU and any blockchain or distributive ledger technology on which the Company’s products may rely may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which could result in security breaches and the loss or theft of any cryptocurrencies we may launch (including the CXAU). If such attacks occur or security is compromised, this could expose us to liability and reputational harm and could seriously curtail the utilization of the DLT, Coro and CXAU, resulting in users reducing their use of the Coro platform or stopping using the Coro platform altogether.

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

Some market participants may oppose the development of distributed ledger or blockchain-based systems like those central to the Company’s commercial mission.

Many participants in the global securities and commodities trading market, many of which have significantly greater resources, including financial resources and political influence, than the Company, may oppose the development of capital markets and commodities systems and processes that utilize distributed ledger and blockchain-based systems. The ability of the Company to operate and achieve its commercial goals could be adversely affected by any actions of any such market participants that result in additional regulatory requirements or other activities that make it more difficult for the Company to operate, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

If the DLT is unable to satisfy data protection, security, privacy, and other government and industry-specific requirements, its growth could be harmed.

There are a number of data protection, security, privacy, and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Company’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract new users, or cause existing users to stop using the Coro platform, any of which could adversely affect the Company’s business, financial condition and results of operations.

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

A disruption of the Internet may affect our Coro digital gold payment platform. A significant disruption in Internet connectivity could disrupt Coro’s network operations until the disruption is resolved.

The impact of geopolitical events on the supply and demand for cryptocurrencies is uncertain.

As an alternative to currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is largely uncertain but could be harmful to us and investors in our securities. Political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events could have a material adverse on our business, prospects or operations.

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

We anticipate that, when Coro is launched, the CXAU will be backed by physical gold stored securely within a vault, controlled by a custodial trust account. Any failure by the custodian to properly secure or insure the gold reserves backing the CXAU, resulting in part or all of the gold backing the CXAU being lost, damaged or stolen, or access to such gold being restricted, whether by natural events (such as an earthquake) or human actions (such as a terrorist attack), could result in a decrease in the value of the CXAU, which could expose the Company to liability and reputational harm and seriously curtail the utilization of the DLT, which could have a material adverse effect on our business, financial condition, or results of operations.

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

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

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

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

The successful operation and development of our business will be dependent primarily upon the operating and management skills of our managers, advisors, and technical staff. The loss of the services of any one of our key personnel, in particular our chief executive officer, J. Mark Goode, could have a material adverse impact on our ability to realize our objectives, including the ability to develop and launch the Coro digital gold payment platform, which could have a material adverse effect on our business, financial condition and results of operations.

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

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

Other companies may claim that we infringe their intellectual property.

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

We will be subject to numerous risks associated with operating a digital asset network.

Digital asset networks are a new and rapidly evolving industry and technology. The growth of the crypto asset industry is subject to a high degree of uncertainty. The factors affecting the further development of this industry include, among other things:

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continued worldwide growth in the adoption and use of digital assets;

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government and quasi-government regulation of crypto assets and their use, or restrictions on or regulation of access to and operation of crypto asset systems;

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changes in consumer demographics and public tastes and preferences;

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the availability and popularity of other forms or methods of exchange, including new means of using fiat currencies; and

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general economic conditions and the regulatory environment relating to crypto assets.

We have an evolving business model.

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

We may be vulnerable to the development of quantum computing.

Like all cryptographic systems, crypto assets may be vulnerable to quantum computing. While quantum computers have not been proven to exist at the date of the date hereof, in the event that they are invented, crypto assets, along with the cryptography used to protect other financial institutions, may be vulnerable and therefore adversely affected unless steps are taken to secure them against such technologies. If quantum computers are developed it is likely that the Company’s business, financial condition and results of operations may be adversely affected.

The regulatory regime governing blockchain technologies, cryptocurrencies, tokens and token offerings is uncertain, and new regulations or policies may materially adversely affect the development of the DLT, Coro and CXAU.

Regulation of tokens, token offerings, cryptocurrencies, blockchain technologies, and distributive ledger technology is currently undeveloped and likely to rapidly evolve, varies significantly among international, federal, state, and local jurisdictions, and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, guidance, or other actions, which could severely impact the development, launch and growth of the DLT, Coro or other platforms that the Company may develop, which could adversely affect the Company’s business, financial condition and results of operations. Failure by the Company to comply with any laws, rules, and regulations, some of which could not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

As blockchain networks and assets have grown in popularity and market size, federal and state agencies have begun to take interest in, and in some cases regulate, their use and operation. The SEC has taken various actions against persons or entities misusing crypto assets in connection with fraudulent schemes (i.e., Ponzi scheme), inaccurate and inadequate publicly disseminated information and the use of unregistered securities. The Commodity Futures Trading Commission (“CFTC”), likewise, has determined that bitcoin and other virtual currencies can be treated as commodities under the Commodities Exchange Act (“CEA”), and, based on this determination, the CFTC has applied CEA provisions and CFTC regulations that apply to transactions in commodity options and swaps to the conduct of a bitcoin derivatives trading platform.

Local state regulators such as the New York State Department of Financial Services, Texas, New Hampshire, North Carolina, and Washington have also initiated examinations of crypto assets, blockchain networks, and the regulation thereof, or otherwise amended existing regulatory regimes to include crypto assets and networks within the scope of their purview.

Crypto assets currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union, China, and Russia. Various foreign jurisdictions may, in the near future, adopt laws, regulations, or directives that could adversely affect the DLT, Coro and CXAU. Such laws, regulations, or directives may conflict with those of the United States or may directly and negatively impact our business, financial condition and results of operations. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development, launch and growth of the DLT, Coro and CXAU.

To the extent that future regulatory actions or policies limit the ability to exchange certain crypto assets or utilize them for payments, the demand for such assets will be reduced, therefore potentially adversely affecting the viability of the DLT, Coro and CXAU. Furthermore, regulatory actions may limit the ability of end-users to convert crypto assets into fiat currency (e.g., U.S. Dollars) or use them to pay for goods and services. Similarly, regulatory actions could prevent the Company from accessing, purchasing, selling, or transferring crypto assets, and could result in a loss of funds and/or the inability of the Company to operate, therefore affecting the viability of the DLT, Coro and CXAU.

We are currently evaluating, in consultation with legal counsel, the applicability of federal securities laws to our planned Coro platform. Our launch of Coro will be subject to our determination, in consultation with legal counsel, that such launch will be in compliance with federal securities law.

It may be illegal now, or in the future, to acquire, own, hold, sell, or use crypto assets in one or more countries, and ownership of, holding, or trading of crypto assets, such as the CXAU if developed and launched may be considered illegal and subject to sanction.

One or more countries such as China and Russia may take regulatory actions in the future that severely restricts the right to acquire, own, hold, sell, or use certain (or all) crypto assets or to exchange them for fiat currency. Such an action may also result in the restriction of ownership, holding, or trading, in the CXAU. Such a restriction could harm the Company’s business, financial condition and results of operations.

Risks Related to Our Common Stock

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

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

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

The market price of our common stock is highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

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variations in our quarterly operating results;

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

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general economic slowdowns;

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sales of large blocks of our common stock; and

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

Our common stock has in the paste been, and may in the future be s 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 OTC Pink, has in the past been, and may 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 the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board of Directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any shares of preferred stock or to create any series of preferred stock, we may create such series and issue such shares in the future.

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

Given our plans and expectations that we will need additional capital and personnel, we 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 beneficially own an aggregate of approximately 89.8 % of our outstanding common stock (see “Security Ownership of Certain Beneficial Owners and Management”). In particular, our largest stockholders (Lyle Hauser (directly and through Vantage (an entity he owns), Brian Dorr, and David Dorr) collectively beneficially own an aggregate of approximately 86.1% of our outstanding common stock. As a result, such principal stockholders will be able to exert significant control over the election of the members of our board of directors, our management, and our affairs, and other corporate transactions (such as mergers, consolidations, or the sale of all or substantially all of our assets) that are submitted to shareholders for approval, and their interests may differ from the interests of other stockholders.

Item 1B. Unresolved Staff Comments.

Not required for smaller reporting companies.

Item 2. Properties.

We sub-lease, on a month-to-month basis under an arrangement with WeWork, office space located at 78 SW 7th Street, Miami, FL 33130. Our current monthly rent is approximately $1,200. We believe these facilities are suitable and adequate to meet our current business requirements.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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

As of March 27, 2019, there were approximately 1,086 holders of record of our common stock.

Dividend Policy

The Company has never declared or paid any cash dividends on its common stock and does not expect to pay and any cash dividends for the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2018, except with respect to Mr. Goode’s employment agreement as set forth below, the Company did not have any securities authorized under any equity compensation plan.

In January 2019, the Company adopted the Hash Labs Inc. 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.

Recent Sales of Unregistered Securities

In January 2019, the Company sold 5,000 shares of common stock to an accredited investor for a purchase price of $25,000. In March 2019 the Company sold 5,000 shares of common stock to an accredited investor for a purchase price of $25,000.

In connection with the foregoing, the Company 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.

Purchases by Issuer and Its Affiliates

None.

Item 6. Selected Financial Data.

Not required for smaller reporting companies.

Item 7. 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 Item 8 of this Form 10-K. This discussion contains forward-looking statements. Please see the explanatory note concerning “Forward-Looking Statements” in Part I of this Annual Report on Form 10-K and Item 1A. Risk Factors for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Business Overview

The Company is developing its first Fintech solution using Hashgraph DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

Results of Operations for the years ended December 31, 2018 and 2017

Revenues

Revenues for the year ended December 31, 2018 totaled $6,485 compared to revenues of $42,030 during the year ended December 31, 2017. The decrease of $35,545 is related to the Company’s shift in business. We previously generated revenues from professional service specializing in HIPAA compliant retrieval, reproduction and release of information.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended December 31, 2018 totaled $2,455,774, an increase of $1,976,755 or approximately 413% compared to selling, general and administrative expenses of $479,019 for the year ended December 31, 2017. During the year ended December 31, 2018 legal expense, consulting fees and compensation to our Chief Executive Office increased significantly. During the year ended December 31, 2017, the Company incurred expensed of $818,472 related to the impairment of the software application referred to as the Dino Might program.

Development Expense

Development expenses for the year ended December 31 2018 totaled $962,063 compared to $0 for the year ended December 31, 2017. During the year ended December 31, 2018, the Company began the development of the Coro gold-back digital asset platform.

Interest Expense

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

Other Expense

Loss on change in fair value of derivate liabilities for the year ended December 31, 2018 and 2017 was $6,088 and $6,839 respectively.

Net Loss

For the reasons stated above, our net loss for the year ended December 31, 2018 was ($4,023,967) or ($0.26) per share, an increase of $2,707,611, compared to net loss of ($1,316,356), or ($8.70) per share, during the year ended December 31, 2017.

Liquidity and Capital Resources

As of December 31, 2018, we had cash of $223,576, which compared to cash of $730 as of December 31, 2017. 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 $300,395, note payable – related party of $100,000, and derivative liability of $0. From June 2018 to July 2018 the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 3,030,303 shares of common stock, for a purchase price of $0.33 per share, and aggregate gross proceeds of $1,000,000. From August 2018 to September 2018, the Company entered into and closed subscription agreements with accredited investors pursuant to which the Company sold to the investors an aggregate of 866,666 shares of common stock for a purchase price of $1.00 per share, and aggregate gross proceeds of $866,666. The investors included JMG Horseshoe, LLC, which purchased 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG Horseshoe, LLC is J. Mark Goode, who is the Company’s chief executive officer. A related party converted $484,651 of convertible notes, accrued interest and preferred stock into common stock. The Company repaid two related parties a total of $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

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

Stock-Based Compensation

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

Impairment of long-lived assets

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

Recently Issued Accounting Pronouncements

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

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09 is a comprehensive revenue recognition standard that has superseded nearly all existing revenue recognition guidance under current U.S. GAAP and replaced it with a principle based approach for determining revenue recognition. ASU 2014-09 requires that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.

The Company’s primary source of revenue has been from providing a professional service that specializes in HIPAA compliant retrieval, reproduction and release of information. Orders are fulfilled as requested, then invoiced. Once payment is received, revenue is recognized when records are delivered. (The Company no longer performs this service and has not yet begun generating revenue under its new business focus.)

During the fourth quarter of 2017, the Company finalized its assessment related to the new standard and determined that the timing of revenue recognition related to the Company’s revenues will remain consistent between the new standard and the previous standard. The Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective method, and there was no cumulative adjustment to retained earnings.

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and finalizing theimpact on our results of operations, cash flows or financial condition.

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 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not required for smaller reporting companies.

Item 8. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Hash Labs, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Hash Labs, Inc. (the Company) as of December 31, 2018, and the related statements of income, comprehensive income, stockholders’ deficit, and cash flows for the year 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, 2018, and the results of its operations and its cash flows for the year 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 in the financial statements, the Company has a net loss of $4,023,967, an accumulated deficit of $34,275,342 and a working capital deficit of $486,315. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning 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/ Liggett & Webb, P.A.

Liggett & Webb, P.A.

Certified Public Accountants

We have served as the Company’s auditor since 2019.

Boynton Beach, Florida

April 11, 2019

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Hash Labs, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Hash Labs, Inc. and its subsidiary (collectively, the “Company”) as of December 31, 2017, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year 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, 2017, and the results of their operations and their cash flows for the year 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 audit. 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 audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.

/s/ MaloneBailey, LLP

www.malonebailey.com

We served as the Company’s auditor from 2016 through 2019.

Houston, Texas

May 10, 2018

F-2

Hash Labs, Inc

Consolidated Balance Sheets

	December 31,			December 31,
	2018			2017
Assets
Current assets
Cash	$	223,576		$	730
Merchant services reserve		-			2,938
Total current assets		223,576			3,668

Equipment, net		9,715			-
Dino Might program		1,979			1,979
Total assets	$	235,270		$	5,647

Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued liabilities	$	223,067		$	282,849
Bank overdraft		-			1,577
Deferred compensation		300,995			-
Note payable - related party		100,000			606,145
Convertible debenture, net - related party		85,829			19,055
Derivative liability convertible note		-			19,406
Total current liabilities		709,891			929,032

Commitments and Contingencies (Note 9)		-			-

Stockholders’ deficit
Preferred stock, $.0001 par value: 10,000,000 authorized, no shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		-			-
Preferred stock Series C, $0.0001 par value: 7,000 authorized, 0 and 7,000 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		-			1
Common stock, $.0001 par value: 700,000,000 authorized; 22,848,246 and 151,277 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively		2,285			15
Additional paid-in capital		33,798,526			29,328,064
Accumulated deficit		(34,275,432	)		(30,251,465	)
Total stockholders’ deficit		(474,621	)		(923,385	)
Total liabilities and stockholders’ deficit	$	235,270		$	5,647

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

F-3

Hash Labs, Inc.

Consolidated Statements of Operations

	For the years ended
	December 31,
	2018			2017
Revenue	$	6,485		$	42,030

Operating expenses
Selling, general and administrative expenses		2,455,774			479,019
Amortization expenses		-			5,614
Development expense		962,063			-
Impairment of Dino Might Program		-			818,472
Write off of Domain names		-			12,231
Total operating expenses		3,417,837			1,315,336

Loss from operations		(3,411,352	)		(1,273,306	)

Other expenses
Interest expense		(606,527	)		(36,211	)
Change in fair value of derivative liabilities		(6,088	)		(6,839	)
Total other expenses		(612,615	)		(43,050	)

Net loss	$	(4,023,967	)	$	(1,316,356	)

Net loss per common share: basic and diluted	$	(0.26	)	$	(8.70	)

Weighted average common shares outstanding: basic and diluted		15,650,460			151,277

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

F-4

Hash Labs, Inc.

Consolidated Statements of Cash Flows

	For the years ended
	December 31,
	2018			2017
Cash flows from operating activities
Net loss		(4,023,967	)		(1,316,356	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		1,550,995			-
Amortization expense of debt discount		586,921			5,614
Impairment of Dino Might Program		-			818,472
Write off of Domain names		-			12,231
Change in derivative liability		-			6,839
Depreciation		249			-
Change in derivative liability - convertible debentures		6,088			-
Changes in operating assets and liabilities
Merchant services reserve		2,938			-
Accrued interest - convertible debenture		5,387			1,768
Accrued interest - note payable		17,688			34,443
Accounts payable and accrued liabilities		200,281			159,924
Net cash used in operating activities		(1,653,420	)		(277,065	)

Cash flows from investing activities
Purchase of Equipment		(9,964	)		-
Cash paid for Domain names		-			(17,845	)
Net cash used in investing activities		(9,964	)		(17,845	)

Cash flow from financing activities
Bank overdraft		(1,577	)		1,577
Repayments on notes payable - related party		(101,935	)		(4,330	)
Proceeds from notes payable - related party		82,075			285,275
Proceeds from convertible note - related party		41,000			-
Proceeds from issuance of common stock		1,866,667			-
Net cash provided by financing activities		1,886,230			282,522

Net increase (decrease) in cash and cash equivalents		222,846			(12,388	)
Cash and cash equivalents at beginning of period		730			13,118
Cash and cash equivalents at end of period	$	223,576		$	730

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

Non-cash investing and financing activities:
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	$	25,494		$	-
Purchase from related party of Dino Might program with preferred stock issuance	$	-		$	820,451
Adjustment for fractional shares issued due to reverse split	$	-		$	1
Expenses paid by Director	$	-		$	3,200

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

F-5

Hash Labs, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2018 and 2017

	Preferred Series C						Common Stock				Additional
	Shares			Par			Shares		Par		Paid-in			Accumulated
	Outstanding			Amount			Outstanding		Amount		Capital			Deficit			Total
Balance December 31, 2016		-		$	-			143,780	$	14	$	28,507,615		$	(28,935,109	)	$	(427,480	)
Preferred shares series C issued for purchase of intangible asset		7,000			1			-		-		820,450			-			820,451
Shares issued for fractional shares from stock split		-			-			7,497		1		(1	)		-			-

Net loss		-			-			-		-		-			(1,316,356	)		(1,316,356	)
Balance December 31, 2017		7,000		$	1			151,277	$	15	$	29,328,064		$	(30,251,465	)	$	(923,385	)

Foregivenss of accrued salary related party		-			-			-		-		239,000			-			239,000
Foregivenss of accrued interest related party		-			-			-		-		19,999			-			19,999
Extingishment 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	)

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

F-6

Hash Labs, Inc.

Notes to the Consolidated Financial Statements

For The Years Ended December 31, 2018 and 2017

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

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. The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger.

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

Nature of Business Operations

In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects.

Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has since concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

Going Concern

The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on 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.

F-7

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

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 account is not above the FDIC limit.

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017.

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-8

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 10 years.

		Depreciation/
		Amortization
Asset Category		Period
Computer equipment		5 Years

Computer and equipment costs consisted of the following:

	December 31, 2018

Computer equipment	$	9,964
Accumulated depreciation		(249	)
Balance	$	9,715

Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively.

Revenue Recognition

The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements.

Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold.

The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company’s statements of operations during the year ended December 31, 2018.

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).

F-9

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.

The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2018 and December 31, 2017 are described below:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2018:
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

December 31, 2017:
Liabilities
Derivative Liabilities	$	-	$	-	$	19,406	$	19,406
Total	$	-	$	-	$	19,406	$	19,406

Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.

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. At December 31, 2017, the Company determined there was an impairment on the Domain Name assets. As a result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized for the Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated.

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 145,712,968 and 4,563 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 ending December 31, 2018 and 2017.

F-10

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.

Reclassifications

Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.

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

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

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). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. 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.

F-11

3. NOTES PAYABLE – RELATED PARTY

During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder totaling $222,000. During the year ended December 31, 2017, the Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. The notes mature four to twelve months from issuance and total $437,500. As of December 31, 2017, $300,000 of the notes were in default. 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

	December 31, 2017

Notes payable – related party at beginning of period		222,000
Borrowings on notes payable – related party		215,500
Notes payable – related party		437,500
Accrued interest	$	33,103

On July 15, 2016, the Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. The note had a one-year term and was in default as of December 31, 2017 and December 31, 2018.

The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018 and 2017:

	At December 31, 2018		At December 31, 2017
Notes payable	$	100,000	$	100,000
Accrued interest	$	17,688	$	10,688

During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the then-CEO of the Company; total expenses paid directly by the then-CEO of the Company was $3,200. During the year ended December 31, 2017, the Company repaid $4,330 to the then-CEO, and the amount due to the then-CEO was $3,145 as of December 31, 2017. 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. CONVERTIBLE DEBENTURE – RELATED PARTY

During the year ended December 31, 2016, the Company entered into eight unsecured 7% promissory notes with a significant shareholder (the Vantage Group Ltd. (“Vantage”)). During the year ended December 31, 2017, the Company entered into additional unsecured 7% promissory notes with Vantage totaling $215,500. During the first quarter of 2018, the Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. The notes matured four to 12 months from issuance. 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. As of December 31, 2018 the Company amortized $518,225 of the debt discount.

The Company evaluated the modification under ASC 470-50 and concluded the addition 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.

The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” and determined that the instrument does not qualify for derivative accounting.

The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

F-12

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 (which had been originally held by Vantage) in the principal amount (including accrued interest) of $243,000.

During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.

The balance of these notes payable to related party as of December 31, 2018 and 2017 is as follows:

	December 31, 2018

Notes payable – related party at beginning of period	$	437,500
Reclassification of accrued interest to note balance		39,725
Borrowings on notes payable – related party		41,000
Beneficial conversion feature		(518,225	)
Reclassification to paid in capital of beneficial conversion for conversion to common stock		492,745
Conversion to common stock		(484,650	)
Repayments		(16,715	)
Amortization of beneficial conversion feature		25,480
Notes payable – related party	$	16,860
Accrued interest	$	1,816

During the year ended December 31, 2017, the Company entered into five unsecured 7% promissory notes with a significant shareholder (Lyle Hauser, who owns Vantage) totaling $65,500 was in default. 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. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $68,696 of the debt discount.

F-13

The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018:

	December 31, 2018			December 31, 2017
Notes payable at beginning of period	$	68,969		$	-
Borrowings on notes payable		-			65,500
Beneficial conversion		(68,696	)		-
Amortization of beneficial conversion feature		68,696			-
Notes payable – related party	$	68,969		$	65,500

Accrued interest	$	3,571		$	3,469

The Company entered into two 10% convertible debentures with a significant shareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. On June 29, 2018 the significant shareholder forgave the amounts owed, which was effective as of April 3, 2018. The Company recorded a capital contribution of $19,999 during the year ended December 31, 2018.

The changes in these outstanding convertible notes payable to related party consisted of the following during years ended December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
Convertible debenture – related party at beginning of period	$	19,055		$	17,287
Forgiveness		(19,999	)		-
Accumulated interest		944			1,768
Convertible debenture – related party at end of period	$	-		$	19,055

5. INTELLECTUAL PROPERTY

In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845. Amortization expense for the year ended December 31, 2017 totaled $5,614 As of December 31, 2017, the domain names were written off in the amount of $12,231.

F-14

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. The Company has recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years.

Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. The properties will be depreciated over their estimated useful lives being 3 years.

As noted above, the Company entered into two 10% convertible debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price. During the year ended December 31, 2015 $40,000 of the note was converted and $70,000 was repaid. On June 29, 2018 the significant shareholder forgave the accrued interest, which was effective as of April 3, 2018. The Company recorded a capital contribution of $25,494 during the year ended December 31, 2018.

6. DERIVATIVE LIABILITIES

In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012, the Company granted warrants with ratchet provisions. The warrants expired four years from the date of grant. During the first two years of grant, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years following the issuance date, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants was also subject to adjustment.

Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the warrant 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 ratchet provisions, the Company treats the warrants 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.

These warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2015.

As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price.

F-15

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 the year ended December 31, 2018 and 2017.

	December 31, 2018			December 31, 2017
Risk-free interest rate at grant date		0.45	%		0.45	%
Expected stock price volatility		244	%		228	%
Expected dividend payout		-			-
Expected option in life-years		1			1

The change in fair value of the conversion option derivative liability consisted of the following during the years ended December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
Conversion option liability (beginning balance)	$	19,406		$	12,567
Reclassification to additional paid in capital		(25,494	)
Loss on changes in fair market value of conversion option liability		6,088			6,839
Net conversion option liability	$	-		$	19,406

Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018 and $6,839 for the year ended December 31, 2017.

F-16

7. 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, as discussed below. The Series C Preferred Stock was convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock would be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued.

On September 29, 2017, the Company issued 7,000 shares of Series C Preferred Stock in connection with an asset purchase agreement (see Note 5). The value of the shares issued amount to $820,451. The valuation of the shares was determined by an independent financial analyst. The shares were converted to common stock in April 2018, as discussed below.

On October 25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which a one-for-200 reverse split of its common stock was affected, and the Company changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split.

On May 18, 2018, the Company appointed 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 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. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature.

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. See Note 4. The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 5.

F-17

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 $1,866,666. 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

8. COMMITMENTS AND CONTINGENCIES

From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. (“BIG”) to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019.

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 for the Company’s intended digital gold project. During the 3^rd quarter of 2018, the Company collaborated with REQ to create Coro as the new brand for its intended digital gold technology platform and mobile application. REQ is supporting the Company with the creative design, website development, video production, marketing, public relations and advertising strategy related to the launch of its intended Coro digital gold transaction platform. REQ receives monthly payments which will total $230,500 for services performed for 12 months of services, leading up to the launch of the intended Coro mobile application.

In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%.

9. INCOME TAXES

2017 U.S. Tax Reform

The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.

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

	2018			2017
Deferred tax assets:
Net operating loss carryforwards	$	4,966,666		$	3,775,351
Total deferred tax assets		4,966,666			3,775,351
Valuation allowance		(4,966,666	)		(3,775,351	)
Net deferred tax assets	$	-		$	-

F-18

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 $4,966,666 and $3,775,351 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, 2018 and 2017 is $1,191,315 and $1,320,415, respectively.

At December 31, 2018 and December 31, 2017, respectively, the Company had approximately $19,596,000 and $17,977,860, 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, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service.

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

	2018			2017

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
		-	%		-	%

10. RELATED PARTY

Michael Delin, a former director of the Company, provided accounting services to the Company through an entity he owned. During the years ended December 31, 2017 the Company paid Mr. Delin $9,500 for such services.

11. SUBSEQUENT EVENTS

On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company’s largest stockholder.

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 June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser.

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

On February 28, 2019, the Company executed a $110,000 related party promissory note 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 June 30, 2019. Following the maturity date, the note bears a 9% annual interest rate until paid in full.

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

F-19

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure and Control Procedures

Management of the Company conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, management concluded that the design and operation of our disclosure controls and procedures are not effective due to the following material weaknesses:

	●	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. While this control deficiency did not result in any audit adjustments to our financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties.

	●	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.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).

A material weakness is defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In conducting his evaluation, our principal executive officer and principal financial officer noted the following material weaknesses in our internal controls over financial reporting:

	●	While certain accounting procedures have been adopted, compliance with such procedures has been inconsistent.

	●	The Board of Directors has not established an Audit Committee. Accordingly, the entire Board, rather than an independent body, has reviewed our financial statements.

	●	Segregation procedures could be improved by strengthening cross approval of various functions, including cash disbursements and internal audit procedures where appropriate.

As a result of these deficiencies in our internal controls, our officer concluded that our internal control over financial reporting was not effective.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s internal control over financial reporting was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the fourth quarter of the fiscal year ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

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
J. Mark Goode	Chief Executive Officer, President and Chairman of Board of Directors	58
Niquana Noel	Chief Operating Officer, Director	37

J. Mark Goode has served as the Company’s the president, chief executive officer, and chairman of the board of directors, since May 18. 2018. Mr. Goode, a decorated former Captain in the United States Marine Corps, joined the Company from The Peninsula Group, LLC (“Peninsula”), an investment origination and management company focused on the life insurance settlement market, where he was the founder and Chief Executive Officer. During his 15-year tenure as Peninsula’s CEO, Mr. Goode’s team completed approximately 500 individual insurance investment transactions, representing more than $1 billion in life policy benefit value. Mr. Goode is also the founder and managing member of JMG Strategies, LLC, a Miami-based alternative investment management firm, and the founder of Life Premium Solutions, an independent insurance advisory firm that specializes in customized, innovative premium finance solutions for the advanced life insurance market. Mr. Goode has served as an elected member of the Board of Directors of the Life Insurance Settlement Association and previously served as the Association’s Vice President and as Chairman of its Political Action Committee. Mr. Goode was recognized in 2010 by Life Settlement Review as one of the “10 Most Influential Leaders” in the life settlement industry and previously, after eight years of military service, he was awarded the Navy Commendation Medal. Mr. Goode holds an Master of Arts Degree from The George Washington University. Mr. Goode’s business executive experience qualifies him to serve as a director of the Company.

Niquana Noel has served as the Company’s chief operating officer since May 18, 2018 and as a director of the Company since August 2013. Ms. Noel served as the Company’s chief executive officer and president from January 2014 to May 2018. Prior to serving in that capacity, Ms. Noel served as operations manager of the Company from 2008. Prior to joining the Company, Ms. Noel was the Executive Assistant to a Florida-based serial entrepreneur who had business interests ranging from the ownership and operation of cemeteries in Maryland, Virginia and Florida to the ownership and operation of exotic, high performance car dealerships and auto accessory businesses. Ms. Noel’s operational experience qualifies her to serve on the Company’s board of directors.

Corporate Governance

Board of Directors’ Term of Office

Directors are elected at our annual meeting of shareholders and serve for one year until the next annual meeting of shareholders or until their successors are elected and qualified.

Committees of our Board of Directors

We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committees performing similar functions. The functions of those committees are currently undertaken by Board of Directors as a whole. We do have an audit committee financial expert because we do not have the resources to retain one.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the chair of the board of directors and chief executive officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to combine these roles. Mr. Goode has served as our chair and chief executive officer since May 2018. We believe it is in the best interest of the Company to have the chair and chief executive officer roles combined due to our small size and limited resources.

Our board of directors is primarily responsible for overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our company’s assessment of risks. The board of directors focuses on the most significant risks facing our company and our company’s general risk management strategy, and also ensures that risks undertaken by our company are consistent with the Board’s appetite for risk. While the board oversees our company, our company’s management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and that our board leadership structure supports this approach.

No Family Relationships

There is no family relationship between any director and executive officer or among any directors or executive officers.

Involvement in Certain Legal Proceedings

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

	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 Commodity Futures Trading Commission 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.

Compliance with Section 16(A) of the Exchange Act

Because we do not have a class of equity securities registered pursuant to Section 12 of the Exchange Act, we are not subject to Section 16(a) of the Exchange Act.

Code of Ethics

The Company has adopted a Code of Ethics for adherence by its Chief Executive Officer to ensure honest and ethical conduct; full, fair and proper disclosure of financial information in the Company’s periodic reports filed pursuant to the Exchange Act; and compliance with applicable laws, rules, and regulations. Any person may obtain a copy of our Code of Ethics, without charge, by mailing a request to the Company at the address appearing on the front page of this Annual Report on Form 10-K or by viewing it on our website found at www.hashlabs.net.

Item 11. Executive Compensation.

The following table sets forth compensation information for services rendered by certain of our executive officers in all capacities during the last two completed fiscal years. The following information includes the dollar value of base salaries and certain other compensation, if any, whether paid or deferred. The executive officers of the Company did not receive any stock award, option award, non-equity incentive plan compensation, or nonqualified deferred compensation earnings during the last two completed years.

Name and Position(s)	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)			Other ($)		Total Compensation ($)
J. Mark Goode	2018		60,000		-		300,395	⁽²⁾		-		360,395
Chief Executive Officer ⁽¹⁾	2017		-		-		-			-		-
Niquana Noel	2018		15.000		-		-			-		15,000
Chief Operating Officer, former Chief Executive Officer ⁽³⁾	2017		96,000		-		-			-		96,000

(1) Mr. Goode was appointed as our chief executive officer on May 18, 2018.

(2) Mr. Goode received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. 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.

(3) For the year ended December 31, 2017, all compensation for Niquana Noel was accrued. There was no payroll paid to Niquana Noel during 2017. Ms. Noel subsequently waived this accrued compensation. Ms. Noel resigned as chief executive officer in May 2018 and currently serves as the Company’s chief operating officer.

Employment Agreements

The Company entered into an employment agreement on May 18, 2018, with J. Mark Goode, the Company’s chief executive officer. 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. After one year of employment by the Company as the chief executive officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the chief executive officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the chief executive officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance.

Outstanding Equity Awards at 2018 Fiscal Year-End

The following table sets forth our outstanding equity awards to our executive officers as of December 31, 2018.

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 ⁽¹⁾		-		-		-	$	-		-		262,686		-		798,289		-

Director Compensation

The Company did not pay any compensation to any director of the Company in 2018, for services as director.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information, as of March 27, 2019, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group.

The table lists applicable percentage ownership based on 22,858,246 shares of common stock outstanding as of March 27, 2019. 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 March 27, 2019. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Except as otherwise noted below, the address for persons listed in the table is c/o Hash Labs Inc., 78 SW 7^th Street, Miami, FL 33130.

Name and address of beneficial owner	Number of shares of common stock beneficially owned			Percentage of common stock beneficially owned
Greater than 5% Stockholders:
Lyle Hauser 1005 Kane Course, Suite 207 Bay Harbor, FL 33154		9,335,157	⁽¹⁾		40.8	%
The Vantage Group Ltd. 1005 Kane Course, Suite 207 Bay Harbor, FL 33154		2,000,000			8.7	%
David Dorr 936 SW 1^st Ave, Ste 1072 Miami, FL 33130		5,843,434	⁽³⁾		25.6	%
Brian Dorr 936 SW 1^st Ave, Ste 1072 Miami, FL 33130		5,843,434	⁽⁴⁾		25.6	%
Advantage Life & Annuity SPC FBO ALIP 1704-1138 5304 18 Forum Lane Camana Bay Grand Cayman 9006		1,343,434			5.9	%
Directors and Executive Officers:
J. Mark Goode		833,333	⁽⁵⁾		3.6	%
Niquana Noel		11,250			*
All Directors and Officers as a Group (2 persons)		844,583			3.7	%

*	Less than 1%.

(1)	Includes 2,000,000 shares owned by The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser.

(2)

Mr. Dorr’s beneficial ownership includes 1,343,434 shares held by Advantage Life & Annuity SPC fbo ALIP 1704-1138 9 (“Advantage Life”). Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.

(3)

Mr. Dorr’s beneficial ownership includes 1,343,434 shares held by Advantage Life. Brian Dorr and David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company.

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

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Certain Relationships and Related Transactions

During the year ended December 31, 2017, the Company entered into unsecured 7% promissory notes totaling $215,500 with Lyle Hauser and The Vantage Group Ltd. (“Vantage”), an entity owned by Mr. Hauser, who is the Company’s largest stockholder. During the first quarter of 2018, the Company entered into five additional notes totaling $41,000 with an interest rate of 7% with Mr. Hauser or Vantage. The notes had maturity dates of four to 12 months from issuance.

Vantage sold a portion of its newly issued convertible note to David Dorr, and a portion of its newly issued convertible note to Brian Dorr. Mr. Brian Dorr and Mr. David Dorr are the owners and managing directors of Dorr Asset Management SEZC, which is the investment advisor to Advantage Life and has investment discretion over the account that holds the shares of the Company held by Advantage Life. On April 6, 2018, the Company issued 4,500,000 shares of common stock to David Dorr, and 4,500,000 shares of common stock to Brian Dorr, upon the conversion of convertible notes held by each in the amount of $121,500.

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

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

During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.

On July 23, 2018, Niquana Noel, the Company’s chief operating officer, waived all compensation owed to her as of such date.

On August 7, 2018, Lyle Hauser waived accrued and unpaid interest on convertible debentures owed to him by the Company, in the amount of $19,999.

On August 15, 2018, the Company entered into a subscription agreement with JMG Horseshoe, LLC (“JMG”), pursuant to which the Company sold to JMG 333,333 shares of common stock for a purchase price of $333,333. The managing member of JMG is J. Mark Goode, who is the Company’s chief executive officer.

On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity.

On January 14, 2019 the Company entered into an exchange agreement with Vantage. Pursuant to the exchange agreement, Vantage exchanged the remaining amount due on a convertible promissory note of the Company, equal to $17,780 (including accrued interest) held by Vantage for a new non-convertible promissory note of the Company in the principal amount of $17,780. The new note had an original maturity date of March 31, 2019, which has been extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity.

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

Michael Delin, a former director of the Company, provided accounting services to the Company through an entity he owns. During the year ended December 31, 2017, we paid Mr. Delin $9,500 for such services. Mr. Delin resigned as a director of the Company on May 21, 2018.

Director Independence

Currently, none of our directors qualify as independent directors under listing standards of The NASDAQ Capital Market and Rule 10A-3 and Rule 10C-1 of the Exchange Act.

Item 14. Principal Accounting Fees and Services.

Audit Fees

The following table shows the fees that were billed to the Company by its independent auditor for professional services rendered in 2018 and 2017.

Fiscal Year	Audit Fees		Audit-Related Fees		Tax Fees		All Other Fees
2018 - Liggett & Webb	$	15,000	$	-	$	-	$	-
2018 - MaloneBailey, LLP	$	31,200	$	-	$	-	$	-
2017- MaloneBailey, LLP	$	20,000	$	-	$	-	$	-

Audit fees. Audit fees represent fees for professional services performed by MaloneBailey, LLP or Liggett & Webb, P.A., as applicable, for the audit of our annual financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-related fees. Audit-related fees represent fees for assurance and related services performed that are reasonably related to the performance of the audit or review of our financial statements.

Tax Fees. MaloneBailey, LLP and Liggett & Webb, P.A. did not perform any tax compliance services for us during the years ended December 31, 2018 or 2017.

All other fees. MaloneBailey, LLP and Liggett & Webb, P.A., did not receive any other fees from us for the years ended December 31, 2018 or 2017.

PART IV

Item 15. Exhibits.

Exhibit No.		Description

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		Bylaws of the Issuer (incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on April 17, 2006).

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 to10-K/A filed July 15, 2011)

3.9		Certificate of Amendment to Articles of Incorporation filed July 20, 2010 (incorporated by reference to10-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)

10.1		Asset Purchase Agreement, dated September 29, 2017 (incorporated by reference to 8-K filed on October 4, 2017)

10.2		Exchange Agreement between the Company and Lyle Hauser (incorporated by reference to 8-K filed on April 3, 2018)

10.3		Original Issue Discount Promissory Note (incorporated by reference to 8-K filed March 7, 2019)

10.3		Exchange Agreement, dated January 14, 2019, between the Company and Lyle Hauser (incorporated by reference to 8-K filed January 14, 2019)

10.4		Hash Labs Inc. 2019 Equity Incentive Plan (incorporated by reference to 8-K filed February 4, 2019)

10.5		Exchange Agreement, dated January 14, 2019, between the Company and The Vantage Group Ltd. (incorporated by reference to 8-K filed January 14, 2019)

10.6		Software License Agreement, dated December 19, 2018, between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)

10.7		Software Order Form between the Company and Swirlds, Inc. (incorporated by reference to 8-K filed December 21, 2018)

10.8		Master Services Agreement, dated October 17, 2018, among the Company, CXAU Corp., and Dillon Gage Incorporated (incorporated by reference to 8-K filed October 23, 2018)

10.9		Form of Subscription Agreement (incorporated by reference to 8-K filed August 22, 2018)

10.10		Form of Subscription Agreement (incorporated by reference to 8-K filed June 29, 2018)

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

10.12		Amendment No. 1 to Promissory Notes between the Company and Lyle Hauser

10.13		Amendment No. 1 to Promissory Notes between the Company and The Vantage Group Ltd.

14		Code of Ethics

16.1		Letter from RBSM LLP (incorporated by reference to 8-K filed March 21, 2016)

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

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

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HASH LABS INC.
Date: April 11, 2019
	By:	/s/ J. Mark Goode
		J. Mark Goode
		President and Chief Executive Officer (principal executive, financial and accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/ J. Mark Goode	President, Chief Executive Officer and Director	April 11, 2019
J. Mark Goode	(Principal executive, financial and accounting officer)

/s/ Niquana Noel	Director	April 11, 2019
Niquana Noel

EX-10.12 2 f10k2018ex10-12_hashlabs.htm AMENDMENT NO. 1 TO PROMISSORY NOTES BETWEEN THE COMPANY AND LYLE HAUSER

Exhibit 10.12

AMENDMENT NO. 1 TO PROMISSORY NOTES

This Amendment No. 1 to Promissory Notes (this “Amendment”) dated this 9th day of April, 2019, by and among Hash Labs Inc., a Nevada corporation (the “Company”) and Lyle Hauser, an individual (the “Holder”).

W I T N E S S E T H:

WHEREAS, the Holder is the holder of certain outstanding promissory notes (collectively, the “Notes”) of the Company, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $70,384.32, and (ii) an original issue discount promissory note, dated on or about February 28, 2019, in the original principal amount of $110,000.

WHEREAS, the Company and the Holder desire to amend the Notes as more particularly set forth below;

WHEREFORE, the parties do hereby agree as follows:

1. The maturity date of each of the Notes is hereby amended to be June 30, 2019.

2. Except as modified herein, the terms of the Notes shall remain in full force and effect.

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

HASH LABS INC.

By:	/s/ J. Mark Goode
Name:	J. Mark Goode
Title:	Chief Executive Officer

	/s/ Lyle Hauser
	Lyle Hauser

EX-10.13 3 f10k2018ex10-13_hashlabs.htm AMENDMENT NO. 1 TO PROMISSORY NOTES BETWEEN THE COMPANY AND THE VANTAGE GROUP LTD.

Exhibit 10.13

AMENDMENT NO. 1 TO PROMISSORY NOTES

This Amendment No. 1 to Promissory Notes (this “Amendment”) dated this 9th day of April, 2019, by and among Hash Labs Inc., a Nevada corporation (the “Company”) and The Vantage Group Ltd., a Delaware corporation (the “Holder”).

W I T N E S S E T H:

WHEREAS, the Holder is the holder of certain outstanding promissory notes (collectively, the “Notes”) of the Company, consisting of (i) a promissory note, dated on or about January 14, 2019, in the original principal amount of $17,780.25, and (ii) a promissory note, issued on or about July 15, 2016, in the original principal amount of $100,000.

WHEREAS, the Company and the Holder desire to amend the Notes as more particularly set forth below;

WHEREFORE, the parties do hereby agree as follows:

1. The maturity date of each of the Notes is hereby amended to be June 30, 2019.

2. Except as modified herein, the terms of the Notes shall remain in full force and effect.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

HASH LABS INC.

By:	/s/ J. Mark Goode
Name:	J. Mark Goode
Title:	Chief Executive Officer


THE VANTAGE GROUP LTD.

By:	/s/ Lyle Hauser
Name:	Lyle Hauser
Title	Chief Executive Officer

EX-14 4 f10k2018ex14_hashlabs.htm CODE OF ETHICS

Exhibit 14

Hash Labs Inc.
Code of Ethics

Hash Labs Inc., (the “Company”) has adopted this Code of Ethics (“Code”) for the following purposes:

●

to deter wrongdoing

●

to promote the honest and ethical conduct of all the Company’s employees, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

●

to promote full, fair, accurate, timely and understandable disclosure in public reports and communications issued by the Company; and

●

to promote compliance with all applicable laws, rules, and regulations.

This Code is being adopted in order to comply with Section 406 of the Sarbanes-Oxley Act of 2002, related rules promulgated by the Securities and Exchange Commission.

This Code is applicable to all employees. In addition, certain provisions of this Code are specifically directed to the Company’s Chief Executive Officer, Chief Financial Officer, and financial managers.

All employees are expected to abide by this Code. Although this Code provides standards of conduct for many situations, it does not cover all possible situations that may arise. Accordingly, all employees are expected to conduct themselves in a manner consistent with the spirit and letter of this Code and avoid even the appearance of improper behavior.

All the Company’s employees must become familiar with, and abide by this Code. Each existing employee and each new employee, when hired, must certify, as a condition of employment, that he or she has received, read, understands, and agrees to comply with the Code.

Failure to provide a timely certification constitutes a violation of the Code and can result in disciplinary action. When there is any doubt whether a particular transaction or course of conduct complies with or is subject to this Code, the employee should consult the Chairman of the Audit Committee.

The CEO, CFO, and financial managers are responsible for maintaining the Company’s accounting records in accordance with all applicable laws, and ensure that the accounting records are proper, supported, classified, and do not contain any false or misleading entries.

The CEO, CFO, and financial managers are responsible for the Company’s system of internal financial controls and shall promptly bring to the attention of the Chairman of the Audit Committee, any information he or she may have concerning:

●

significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data; and

●

any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal control over financial reporting.

The CEO, CFO, and all financial managers are responsible for full, fair, accurate, timely and understandable disclosure in:

●

reports and documents that the Company files with or submits to the SEC; and

●

the Company’s other communications with the public, including both written and oral disclosures, statements, and presentations.

The following guidelines for employees are to assist in the implementation of this provision:

●

No employee may make any false or misleading entry in the Company’s books and records;

●

No employee may approve or make any payment with the agreement or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment; and

●

No employee shall use the Company’s funds for any unlawful purpose.

The CEO, CFO, all financial managers and employees are not permitted, directly or indirectly, to take any action to fraudulently influence, coerce, manipulate, or mislead any independent public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company that are required to be filed with the SEC if such person knew or was unreasonable in not knowing that such action could, if successful, result in rendering such financial statements materially misleading.

For purposes of this Code of Ethics, actions that “could, if successful, result in rendering such financial statements materially misleading” include, but are not limited to, actions taken at any time with respect to the professional engagement period to fraudulently influence, coerce, manipulate, or mislead an auditor:

●

to issue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards, or other applicable standards);

●

not to perform audit, review or other procedures required by generally accepted auditing standards or other applicable professional standards;

●

not to withdraw an issued report; or

●

not to communicate matters to the Audit Committee.

The CEO, CFO, each financial manager and each employee shall promptly bring to the attention of the Chairman of the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company or its employees or agents, or any violation of this Code of Ethics.

The CEO, CFO, financial managers, and employees shall not, during the term of their employment with the Company, compete with the Company and may never let business dealings on behalf of the Company be influenced, or even appear to be influenced, by personal or family interests. The CEO, CFO, financial managers and employees shall promptly bring to the attention of the Chairman of the Audit Committee any information he or she may have concerning any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

The Company is committed to complying with both the letter and the spirit of all applicable laws, rules, and regulations. The Company intends to prevent the occurrence of conduct not in compliance with this Code of Ethics and to halt any such conduct that may occur as soon as reasonably possible after its discovery. Allegations of non-compliance will be investigated whenever necessary and evaluated at the proper level(s). Those found to be in violation of this Code of Ethics, including failures to report potential violations by others, are subject to appropriate disciplinary action, up to and including termination of employment. Criminal misconduct may be referred to the appropriate legal authorities for prosecution.

The Company will strive to keep confidential the identity of anyone reporting a possible violation. To facilitate the fullest compliance possible, and encourage employees to ask questions when presented with potential violations, the Company will not tolerate retaliation against any employee asking questions or making a good faith report in an attempt to comply with this code. Open communication of issues and concerns by all employees without fear of retribution or retaliation is vital to the successful implementation of this Code. All employees are required to cooperate with the internal investigation of misconduct and unethical behavior.

Any waiver of this Code of Ethics may be made only by the Audit Committee and will be promptly disclosed as required pursuant to federal securities laws, regulations and applicable listing standards.

EX-31.1 5 f10k2018ex31-1_hashlabs.htm CERTIFICATION

EXHIBIT 31.1

CERTIFICATION OF PRINCIPLE EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Mark Goode, certify that:

I have reviewed this report on Form 10-K of Hash Labs Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 11, 2019	By:	/s/ J. Mark Goode
		J. Mark Goode
		Chief Executive Officer (principal executive and financial officer)

EX-32.1 6 f10k2018ex32-1_hashlabs.htm CERTIFICATION

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Hash Labs Inc. (the “Company”) on Form 10-K for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Mark Goode, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 11, 2019	By:	/s/ J. Mark Goode
		J. Mark Goode
		Chief Executive Officer (principal executive and financial officer)

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The Company entered into two 10% convertible debentures with a significant shareholder

The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder.

The Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500.

The Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000.

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 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 entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%.

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The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price.

The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day's closing price.

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<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"><tr style="vertical-align: bottom"><td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">Notes payable – related party at beginning of period</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">222,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Borrowings on notes payable – related party</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">215,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 0; padding-left: 9pt">Notes payable – related party</td><td style="padding-bottom: 0"> </td> <td style="border-bottom: Black 4pt double; text-align: left; padding-bottom: 0"> </td><td style="border-bottom: Black 4pt double; text-align: right; padding-bottom: 0">437,500</td><td style="padding-bottom: 0; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 0; padding-left: 9pt">Accrued interest</td><td style="padding-bottom: 0"> </td> <td style="border-bottom: Black 4pt double; text-align: left; padding-bottom: 0">$</td><td style="border-bottom: Black 4pt double; text-align: right; padding-bottom: 0">33,103</td><td style="padding-bottom: 0; text-align: left"> </td></tr></table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">At December 31, 2018</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">At December 31, 2017</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding: 0; text-indent: 0">Notes payable</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">100,000</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">100,000</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Accrued interest</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">17,688</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">10,688</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr></table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"><tr style="vertical-align: bottom"><td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">Notes payable – related party at beginning of period</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">437,500</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Reclassification of accrued interest to note balance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">39,725</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Borrowings on notes payable – related party</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">41,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Beneficial conversion feature</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(518,225</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Reclassification to paid in capital of beneficial conversion for conversion to common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">492,745</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Conversion to common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(484,650</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Repayments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,715</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Amortization of beneficial conversion feature </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; border-bottom: Black 1.5pt solid"> </td><td style="text-align: right; border-bottom: Black 1.5pt solid">25,480</td><td style="text-align: left; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 9pt">Notes payable – related party</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">16,860</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Accrued interest</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,816</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr></table> <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2018</td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2017</td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding: 0; text-indent: 0">Notes payable at beginning of period</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">68,969</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">-</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Borrowings on notes payable</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">65,500</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0; text-indent: 0">Beneficial conversion</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">(68,696</td><td style="text-align: left; padding: 0; text-indent: 0">)</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0">Amortization of beneficial conversion feature</td><td style="padding: 0 0 1.5pt; text-indent: 0"> </td> <td style="text-align: left; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0"> </td><td style="text-align: right; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0">68,696</td><td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-indent: 0"> </td> <td style="text-align: left; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0"> </td><td style="text-align: right; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Notes payable – related party</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">68,969</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">65,500</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="padding: 0 0 1.5pt; text-align: left; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-align: right; text-indent: 0"> </td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="padding: 0 0 1.5pt; text-align: left; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-align: right; text-indent: 0"> </td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 9pt; padding-bottom: 4pt">Accrued interest</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; text-align: left; border-bottom: Black 4pt double">$</td><td style="width: 9%; text-align: right; border-bottom: Black 4pt double">             3,571</td><td style="width: 1%; text-align: left; padding-bottom: 4pt"> </td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; text-align: left; border-bottom: Black 4pt double">$</td><td style="width: 9%; text-align: right; border-bottom: Black 4pt double">3,469</td><td style="width: 1%; text-align: left; padding-bottom: 4pt"> </td></tr></table>

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518225

68696

25480 68696 65500 41000 65500

9300000

9000000

17950000

518225

68969

68696

7000

230500

606527

36211

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. The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger.   All significant intercompany accounts and transactions have been eliminated in consolidation.

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 account is not above the FDIC limit.

Advertising   The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017.

Income Taxes   The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.   The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.   The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Property and Equipment   Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years.   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; width: 50%; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif; width: 49%">Depreciation/</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">Amortization</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center">Asset Category</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Period</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">Computer equipment</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">5 Years</td></tr> </table>   Computer and equipment costs consisted of the following:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2018</td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding: 0; text-indent: 0">Computer equipment</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">9,964</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Accumulated depreciation</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0"> </td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">(249</td><td style="padding: 0; text-align: left; text-indent: 0">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Balance</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">9,715</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>   Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively.

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 145,712,968 and 4,563 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 ending December 31, 2018 and 2017.

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.

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="14" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Fair Value Measurements</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center; padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 1</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 2</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 3</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Total</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">December 31, 2018:</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">     -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">   -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0; text-indent: 0">December 31, 2017:</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 52%; text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>

<table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; width: 50%; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif; width: 49%">Depreciation/</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">Amortization</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center">Asset Category</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Period</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">Computer equipment</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">5 Years</td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2018</td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding: 0; text-indent: 0">Computer equipment</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">9,964</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Accumulated depreciation</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0"> </td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">(249</td><td style="padding: 0; text-align: left; text-indent: 0">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Balance</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">9,715</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>

216000

2.50

96000

After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance.

484650

241650

1795

482855

7000

7497

820451

The notes mature four to twelve months from issuance and total $437,500.

One-year term

One-for-200 reverse split

19999

35294

239000

From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. ("BIG") to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019.

we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%.

3775351

4966666

The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.

3775351

4966666

950000

2019-03-31

9964

9715

P5Y

P10Y

P3Y

The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.

249

818422

4275

3200

4330

3220

3145

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Conversion option liability (beginning balance)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">19,406</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">12,567</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Reclassification to additional paid in capital</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(25,494</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Loss on changes in fair market value of conversion option liability</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,088</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,839</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 10pt">Net conversion option liability</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">19,406</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table> 17845

5614

0.30 The properties will be depreciated over their estimated useful lives being 3 years.

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70000 No No Yes false 5600000 0.0045 0.0045 2.28 2.44 P1Y P1Y

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<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Risk-free interest rate at grant date</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.45</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.45</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected stock price volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">244</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">228</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected dividend payout</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected option in life-years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1</td><td style="text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Deferred tax assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 76%; text-align: left; padding-bottom: 1.5pt">Net operating loss carryforwards</td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; text-align: right">4,966,666</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; text-align: right">3,775,351</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,966,666</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,775,351</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,966,666</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,775,351</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net deferred tax assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table>

<table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left"> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Federal statutory taxes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.00</td><td style="width: 1%; text-align: left">)%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.00</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">State income taxes, net of federal tax benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4.35</td><td style="text-align: left">)%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4.35</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Nondeductible items</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in tax rate estimates</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25.35</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25.35</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr> </table>

3775351

4966666

0.21

-0.0435

0.2535

1320415

1191315

17977860

19596000

Following the maturity date, the note bears a 9% annual interest rate until paid in full.

-6839 5387 1768

17688

34443

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   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. The Company is developing a financial technology, or Fintech, solution using a Hashgraph digital ledger.   All significant intercompany accounts and transactions have been eliminated in consolidation.    Nature of Business Operations   Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties.   In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects.   Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has since concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.   Going Concern   The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018.   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control.   We will need to raise additional capital in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.   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 account is not above the FDIC limit.   Advertising   The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017.   Income Taxes   The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.   The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. A valuation allowance is established against deferred tax assets that do not meet the criteria for recognition. In the event the Company were to determine that it would be able to realize deferred income tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.   The Company follows the accounting guidance which provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized initially and in subsequent periods. Also included is guidance on measurement, recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.   Property and Equipment   Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives being 3 years up to 10 years.   <table cellspacing="0" cellpadding="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; width: 50%; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; width: 1%; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif; width: 49%">Depreciation/</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">Amortization</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif"> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; border-bottom: Black 1.5pt solid; text-align: center">Asset Category</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="padding-bottom: 1pt; font: 10pt Times New Roman, Times, Serif; text-align: center; border-bottom: Black 1.5pt solid">Period</td></tr> <tr style="vertical-align: bottom; font: 10pt Times New Roman, Times, Serif; background-color: rgb(204,238,255)"> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center">Computer equipment</td> <td style="font: 10pt Times New Roman, Times, Serif; text-align: center"> </td> <td style="text-align: center; font: 10pt Times New Roman, Times, Serif">5 Years</td></tr> </table>   Computer and equipment costs consisted of the following:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2018</td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; padding: 0; text-indent: 0">Computer equipment</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">9,964</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Accumulated depreciation</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0"> </td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">(249</td><td style="padding: 0; text-align: left; text-indent: 0">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Balance</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">9,715</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>   Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively.   Revenue Recognition   The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements.   Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold.   The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company’s statements of operations during the year ended December 31, 2018.   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.   The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2018 and December 31, 2017 are described below:     <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="14" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Fair Value Measurements</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center; padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 1</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 2</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 3</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Total</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">December 31, 2018:</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">     -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">   -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0; text-indent: 0">December 31, 2017:</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 52%; text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>   Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.   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. At December 31, 2017, the Company determined there was an impairment on the Domain Name assets. As a result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized for the Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated.   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 145,712,968 and 4,563 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 ending December 31, 2018 and 2017.   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.   Reclassifications   Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.   Recent Accounting Pronouncements   In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.   All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

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.

Nature of Business Operations   Hash Labs Inc. is a Nevada corporation that was originally formed on November 1, 2005 when Bio-Solutions International, Inc. (“Bio-Solutions”) entered into an Agreement and Plan of Merger with OmniMed Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Bio-Solutions, OmniMed International, Inc. (“OmniMed”) and the shareholders of OmniMed. On January 17, 2006, OmniMed changed its name to MedeFile International, Inc. The Company’s business following the closing of this agreement was the sale of an Internet-enabled Personal Health Record (iPHR) system for gathering, digitizing, maintaining, accessing and sharing an individual’s medical records, and in connection therewith, providing a professional service specializing in HIPAA compliant retrieval, reproduction and release of information. Under this service, Company personnel went onsite to physicians’ offices weekly to reproduce the records requested by third parties.   In October 2017, the name of the Company was changed to Tech Town Holdings, Inc. to reflect a new business strategy centered on identifying and fostering new or early stage business opportunities being fueled by digital reinvention and innovation. To that end, our business-building platform was segmented into six categories, for which we planned to advance numerous technology development projects.   Following close scrutiny of emerging business opportunities, coupled with evaluation of market trends, the Company determined that a more prudent strategy was to narrow its focus. The Company has since concentrated its focus on dynamic global growth opportunities in the financial technology, or Fintech industry, with an emphasis on emerging Blockchain or distributed ledger technology (“DLT”). Effective March 2, 2018, the Company changed its name to Hash Labs Inc. The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset. Going Concern   The accompanying financial statements have been prepared contemplating a continuation of the Company as a going concern. The Company has reported a net loss of $4,023,967 for the year ended December 31, 2018 and has negative working capital of $486,315 as of December 31, 2018.   The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The operating losses and working capital deficit raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to obtain additional financing depends on the success of its growth strategy and its future performance, each of which is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond the Company’s control.   We will need to raise additional capital in order to continue operations. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms.   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.

Revenue Recognition   The Company recognizes revenue from product sales to customers, distributors and resellers when products that do not require further services or installation by the Company are shipped, when there are no uncertainties surrounding customer acceptance and when collectability is reasonably assured. Cash received by the Company prior to shipment is recorded as deferred revenue. Sales are made to customers under terms allowing certain limited rights of return and other limited product and performance warranties for which provision has been made in the accompanying financial statements.   Amounts billed to customers in sales transactions related to shipping and handling, represent revenues earned for the goods provided and are included in net sales. Costs of shipping and handling are included in cost of products sold.   The Company accounts for revenue in accordance with Topic 606 which was adopted at the beginning of fiscal year 2018 using the modified retrospective method. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company did not recognize any cumulative-effect adjustment to retained earnings upon adoption as the effect was immaterial. The adoption of these standards did not have a material impact on the Company’s statements of operations during the year ended December 31, 2018.

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.   The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2018 and December 31, 2017 are described below:     <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="14" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Fair Value Measurements</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: center; padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 1</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 2</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Level 3</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">Total</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">December 31, 2018:</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">     -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">   -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">    -</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0">$</td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding: 0; text-indent: 0">December 31, 2017:</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0; text-indent: 0">Liabilities</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0"> </td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 52%; text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Derivative Liabilities</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">-</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding: 0 0 0 0.125in; text-indent: 0">Total</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">-</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">19,406</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>   Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.

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. At December 31, 2017, the Company determined there was an impairment on the Domain Name assets. As a result, an impairment was recorded in the amount of $12,231. Additionally, an impairment was recognized for the Dino Might program in the amount of $818,422. The impairment on both assets was due to limited to no cash flow expected to be generated.

Reclassifications   Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements   In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.   All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY   On May 18, 2018, the Company appointed 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 received 500,000 shares of common stock of the Company valued at $1,250,000 ($2.50 per share). After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance. 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. 5. INTELLECTUAL PROPERTY   In January 2017, the Company purchased a website and two domain names including the intellectual property. In March 2017, the Company purchased two additional domain names. The Company has purchased a website and domain names for a total purchase price of $17,845. Amortization expense for the year ended December 31, 2017 totaled $5,614 As of December 31, 2017, the domain names were written off in the amount of $12,231.   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. The Company has recognized an impairment loss of $818,472, on the transaction based on the future discounted cash flows over the next three years.   Intellectual property is stated at cost. When retired or otherwise disposed, the related carrying value and accumulated amortization are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Minor additions and renewals are expensed in the year incurred. The properties will be depreciated over their estimated useful lives being 3 years.   As noted above, the Company entered into two 10% convertible debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price. During the year ended December 31, 2015 $40,000 of the note was converted and $70,000 was repaid. On June 29, 2018 the significant shareholder forgave the accrued interest, which was effective as of April 3, 2018. The Company recorded a capital contribution of $25,494 during the year ended December 31, 2018.

1271

400

8. COMMITMENTS AND CONTINGENCIES   From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. (“BIG”) to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019.   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 for the Company’s intended digital gold project. During the 3rd quarter of 2018, the Company collaborated with REQ to create Coro as the new brand for its intended digital gold technology platform and mobile application. REQ is supporting the Company with the creative design, website development, video production, marketing, public relations and advertising strategy related to the launch of its intended Coro digital gold transaction platform.  REQ receives monthly payments which will total $230,500 for services performed for 12 months of services, leading up to the launch of the intended Coro mobile application.   In December 2018, we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%.

9. INCOME TAXES   2017 U.S. Tax Reform   The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.   The significant components of the Company’s net deferred tax assets are as follows for the years ended December 31:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Deferred tax assets:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 76%; text-align: left; padding-bottom: 1.5pt">Net operating loss carryforwards</td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; text-align: right">4,966,666</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1.5pt"> </td> <td style="width: 1%; border-bottom: Black 1.5pt solid; text-align: left">$</td><td style="width: 9%; border-bottom: Black 1.5pt solid; text-align: right">3,775,351</td><td style="width: 1%; padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Total deferred tax assets</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4,966,666</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,775,351</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(4,966,666</td><td style="padding-bottom: 1.5pt; text-align: left">)</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">(3,775,351</td><td style="padding-bottom: 1.5pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt">Net deferred tax assets</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table>   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 $4,966,666 and $3,775,351 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, 2018 and 2017 is $1,191,315 and $1,320,415, respectively.   At December 31, 2018 and December 31, 2017, respectively, the Company had approximately $19,596,000 and $17,977,860, 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, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service.   A reconciliation of the Company’s income taxes to amounts calculated at the federal statutory rate is as follows for the years ended December 31:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td style="text-align: left"> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td><td> </td> <td colspan="2" style="text-align: right"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify">Federal statutory taxes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.00</td><td style="width: 1%; text-align: left">)%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">(21.00</td><td style="width: 1%; text-align: left">)%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">State income taxes, net of federal tax benefit</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4.35</td><td style="text-align: left">)%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(4.35</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Nondeductible items</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Change in tax rate estimates</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Change in valuation allowance</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25.35</td><td style="padding-bottom: 1.5pt; text-align: left">%</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">25.35</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 4pt"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left">%</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left"> </td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left">%</td></tr></table>

10. RELATED PARTY   Michael Delin, a former director of the Company, provided accounting services to the Company through an entity he owned. During the years ended December 31, 2017 the Company paid Mr. Delin $9,500 for such services.   On May 18, 2018, the Company appointed 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 has entered into an employment agreement on May 18, 2018 with Mr. Goode. See Note 2 above.

-6088

-6839

6. DERIVATIVE LIABILITIES   In connection with certain securities purchase agreements entered into during the third quarter of 2011 and the second quarter of 2012, the Company granted warrants with ratchet provisions. The warrants expired four years from the date of grant. During the first two years of grant, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted to equal the average price per share received by the Company for the additional shares issued. After the first two years following the issuance date, if the Company were to issue any additional shares of common stock at a price per share less than the exercise price in effect, the exercise price would be adjusted using a formula based on the existing exercise price, the outstanding shares before and after the issuance of such shares, and the average price during the issuance of such shares. In addition to the exercise price adjustment, the number of shares upon exercise of the warrants was also subject to adjustment.   Upon grant, the Company assesses the fair value of the warrants using the Black Scholes pricing model and records a warrant liability for the value. The Company then assesses the fair value of the warrants quarterly based on the Black Scholes Model and increases or decreases the warrant 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 ratchet provisions, the Company treats the warrants 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.   These warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2015.   As noted above, the Company entered into two 10% Secured Convertible Debentures with a significant shareholder, one in the amount of $50,000 on November 4, 2013 and the other in the amount of $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day’s closing price.   The Company assesses the fair value of the convertible debenture using the Black Scholes pricing model and records a derivative liability for the value. The Company then assesses the fair value 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 the year ended December 31, 2018 and 2017.   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Risk-free interest rate at grant date</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.45</td><td style="width: 1%; text-align: left">%</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">0.45</td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected stock price volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">244</td><td style="text-align: left">%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">228</td><td style="text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Expected dividend payout</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Expected option in life-years</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1</td><td style="text-align: left"> </td></tr> </table>   The change in fair value of the conversion option derivative liability consisted of the following during the years ended December 31, 2018 and 2017:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Conversion option liability (beginning balance)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">19,406</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">12,567</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Reclassification to additional paid in capital</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(25,494</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Loss on changes in fair market value of conversion option liability</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,088</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">6,839</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 10pt">Net conversion option liability</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">19,406</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table>   Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018 and $6,839 for the year ended December 31, 2017.

7. 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, as discussed below. The Series C Preferred Stock was convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock would be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued.   On September 29, 2017, the Company issued 7,000 shares of Series C Preferred Stock in connection with an asset purchase agreement (see Note 5). The value of the shares issued amount to $820,451. The valuation of the shares was determined by an independent financial analyst. The shares were converted to common stock in April 2018, as discussed below.   On October 25, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada, pursuant to which a one-for-200 reverse split of its common stock was affected, and the Company changed its name to Tech Town Holdings Inc, effective November 2, 2017. All share and per share amounts herein retroactively reflect the split.   On May 18, 2018, the Company appointed 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 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. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. 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. See Note 4. The Company recorded a capital contribution of $35,294 during the year ended December 31, 2018 for the extinguishment of the derivative. See Note 5.   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 $1,866,666. 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

The Series C Preferred Stock was convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock would be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued.

4. CONVERTIBLE DEBENTURE – RELATED PARTY   During the year ended December 31, 2016, the Company entered into eight unsecured 7% promissory notes with a significant shareholder (the Vantage Group Ltd. (“Vantage”)). During the year ended December 31, 2017, the Company entered into additional unsecured 7% promissory notes with Vantage totaling $215,500. During the first quarter of 2018, the Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%. The notes matured four to 12 months from issuance. 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. As of December 31, 2018 the Company amortized $518,225 of the debt discount.   The Company evaluated the modification under ASC 470-50 and concluded the addition 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.   The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” and determined that the instrument does not qualify for derivative accounting.   The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.   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 (which had been originally held by Vantage) in the principal amount (including accrued interest) of $243,000.   During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.   The balance of these notes payable to related party as of December 31, 2018 and 2017 is as follows:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">Notes payable – related party at beginning of period</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">437,500</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Reclassification of accrued interest to note balance</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">39,725</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Borrowings on notes payable – related party</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">41,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Beneficial conversion feature</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(518,225</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">Reclassification to paid in capital of beneficial conversion for conversion to common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">492,745</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">Conversion to common stock</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(484,650</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td>Repayments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(16,715</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Amortization of beneficial conversion feature </td><td style="padding-bottom: 1.5pt"> </td> <td style="text-align: left; border-bottom: Black 1.5pt solid"> </td><td style="text-align: right; border-bottom: Black 1.5pt solid">25,480</td><td style="text-align: left; padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 9pt">Notes payable – related party</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">16,860</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 4pt; padding-left: 0.125in">Accrued interest</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">1,816</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr> </table>   During the year ended December 31, 2017, the Company entered into five unsecured 7% promissory notes with a significant shareholder (Lyle Hauser, who owns Vantage) totaling $65,500 was in default. 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. Lyle Hauser (directly and through Vantage, which he owns) is the Company’s largest stockholder. The Company recorded a debt discount of $68,696 for the fair value of the beneficial conversion feature. As of December 31, 2018 the Company amortized $68,696 of the debt discount.   The Company evaluated the modification under ASC 470-50 and concluded the addition 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.   The Company analyzed the conversion option in the notes for derivative accounting treatment under ASC Topic 815, “Derivatives and Hedging” and determined that the instrument does not qualify for derivative accounting.   The Company therefore performed an analysis to determine if the conversion option was subject to a beneficial conversion feature and determined that the instrument does have a beneficial conversion feature equivalent. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.   The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2018</td><td style="padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">December 31, 2017</td><td style="padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding: 0; text-indent: 0">Notes payable at beginning of period</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">68,969</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; text-align: left; padding: 0; text-indent: 0">$</td><td style="width: 9%; text-align: right; padding: 0; text-indent: 0">-</td><td style="width: 1%; text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Borrowings on notes payable</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">65,500</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0; text-indent: 0">Beneficial conversion</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">(68,696</td><td style="text-align: left; padding: 0; text-indent: 0">)</td><td style="padding: 0; text-indent: 0"> </td> <td style="text-align: left; padding: 0; text-indent: 0"> </td><td style="text-align: right; padding: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0">Amortization of beneficial conversion feature</td><td style="padding: 0 0 1.5pt; text-indent: 0"> </td> <td style="text-align: left; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0"> </td><td style="text-align: right; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0">68,696</td><td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-indent: 0"> </td> <td style="text-align: left; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0"> </td><td style="text-align: right; padding-top: 0; padding-right: 0; border-bottom: Black 1.5pt solid; padding-left: 0; text-indent: 0">-</td><td style="text-align: left; padding: 0 0 1.5pt; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0">Notes payable – related party</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">68,969</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">65,500</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0 0 0 0.125in; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="padding: 0 0 1.5pt; text-align: left; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-align: right; text-indent: 0"> </td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="padding: 0 0 1.5pt; text-align: left; text-indent: 0"> </td><td style="padding: 0 0 1.5pt; text-align: right; text-indent: 0"> </td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding-left: 9pt; padding-bottom: 4pt">Accrued interest</td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; text-align: left; border-bottom: Black 4pt double">$</td><td style="width: 9%; text-align: right; border-bottom: Black 4pt double">             3,571</td><td style="width: 1%; text-align: left; padding-bottom: 4pt"> </td><td style="width: 1%; padding-bottom: 4pt"> </td> <td style="width: 1%; text-align: left; border-bottom: Black 4pt double">$</td><td style="width: 9%; text-align: right; border-bottom: Black 4pt double">3,469</td><td style="width: 1%; text-align: left; padding-bottom: 4pt"> </td></tr> </table>   The Company entered into two 10% convertible debentures with a significant shareholder in the amount of $50,000 on November 4, 2013 and $60,000 on December 17, 2013. The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day’s closing price. On June 29, 2018 the significant shareholder forgave the amounts owed, which was effective as of April 3, 2018. The Company recorded a capital contribution of $19,999 during the year ended December 31, 2018.   The changes in these outstanding convertible notes payable to related party consisted of the following during years ended December 31, 2018 and 2017:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2018</td><td style="padding-bottom: 1.5pt"> </td><td style="padding-bottom: 1.5pt"> </td> <td colspan="2" style="text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left">Convertible debenture – related party at beginning of period</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">19,055</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">17,287</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td>Forgiveness</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(19,999</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1.5pt">Accumulated interest</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">944</td><td style="padding-bottom: 1.5pt; text-align: left"> </td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">1,768</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 4pt">Convertible debenture – related party at end of period</td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">-</td><td style="padding-bottom: 4pt; text-align: left"> </td><td style="padding-bottom: 4pt"> </td> <td style="border-bottom: Black 4pt double; text-align: left">$</td><td style="border-bottom: Black 4pt double; text-align: right">19,055</td><td style="padding-bottom: 4pt; text-align: left"> </td></tr></table>

11. SUBSEQUENT EVENTS    On January 14, 2019, the Company entered into an exchange agreement with Lyle Hauser. Pursuant to the exchange agreement, Mr. Hauser exchanged an outstanding convertible promissory note of the Company in the aggregate amount of $70,384 (including accrued interest) held by Mr. Hauser for a new non-convertible promissory note of the Company in the principal amount of $70,384. The new note had an original maturity date of March 31, 2019, which was extended to June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Mr. Hauser is the Company’s largest stockholder.   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 June 30, 2019, and bears interest at the rate of 7% per year, due upon maturity. Vantage is owned by Lyle Hauser.   On January 21, 2019 the Company entered into a subscription agreement with an investor pursuant to which the Company sold 5,000 shares of the Company’s common stock, for an aggregate purchase price equal to $25,000.   On February 28, 2019, the Company executed a $110,000 related party promissory note 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 June 30, 2019. Following the maturity date, the note bears a 9% annual interest rate until paid in full.   On March 6, 2019 the Company entered into a subscription agreement with an investor pursuant to which the Company sold 5,000 shares of the Company common stock for an aggregate purchase price equal to $25,000.

10000

39725 -484650

16715

437500

16860

68969

3. NOTES PAYABLE – RELATED PARTY   During the year ended December 31, 2016, the Company entered into eight unsecured 7% Promissory Notes with a significant shareholder totaling $222,000. During the year ended December 31, 2017, the Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500. The notes mature four to twelve months from issuance and total $437,500. As of December 31, 2017, $300,000 of the notes were in default. 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   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1.5pt"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">December 31, 2017</td><td style="padding-bottom: 1.5pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2"> </td><td> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left">Notes payable – related party at beginning of period</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">222,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1.5pt">Borrowings on notes payable – related party</td><td style="padding-bottom: 1.5pt"> </td> <td style="border-bottom: Black 1.5pt solid; text-align: left"> </td><td style="border-bottom: Black 1.5pt solid; text-align: right">215,500</td><td style="padding-bottom: 1.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 0; padding-left: 9pt">Notes payable – related party</td><td style="padding-bottom: 0"> </td> <td style="border-bottom: Black 4pt double; text-align: left; padding-bottom: 0"> </td><td style="border-bottom: Black 4pt double; text-align: right; padding-bottom: 0">437,500</td><td style="padding-bottom: 0; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 0; padding-left: 9pt">Accrued interest</td><td style="padding-bottom: 0"> </td> <td style="border-bottom: Black 4pt double; text-align: left; padding-bottom: 0">$</td><td style="border-bottom: Black 4pt double; text-align: right; padding-bottom: 0">33,103</td><td style="padding-bottom: 0; text-align: left"> </td></tr> </table>   On July 15, 2016, the Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000. The note had a one-year term and was in default as of December 31, 2017 and December 31, 2018.   The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018 and 2017:   <table cellpadding="0" cellspacing="0" style="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif"> <tr style="vertical-align: bottom"> <td style="padding: 0; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">At December 31, 2018</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td><td style="font-weight: bold; padding: 0; text-indent: 0"> </td> <td colspan="2" style="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid; padding: 0; text-indent: 0">At December 31, 2017</td><td style="padding: 0; font-weight: bold; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; padding: 0; text-indent: 0">Notes payable</td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">100,000</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td><td style="width: 1%; padding: 0; text-indent: 0"> </td> <td style="width: 1%; border-bottom: Black 4pt double; padding: 0; text-align: left; text-indent: 0">$</td><td style="width: 9%; border-bottom: Black 4pt double; padding: 0; text-align: right; text-indent: 0">100,000</td><td style="width: 1%; padding: 0; text-align: left; text-indent: 0"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding: 0; text-indent: 0">Accrued interest</td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">17,688</td><td style="padding: 0; text-align: left; text-indent: 0"> </td><td style="padding: 0; text-indent: 0"> </td> <td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: left; text-indent: 0">$</td><td style="border-bottom: Black 1.5pt solid; padding: 0; text-align: right; text-indent: 0">10,688</td><td style="padding: 0; text-align: left; text-indent: 0"> </td></tr> </table>   During the year ended December 31, 2017, the Company borrowed a total of $4,275 from the then-CEO of the Company; total expenses paid directly by the then-CEO of the Company was $3,200. During the year ended December 31, 2017, the Company repaid $4,330 to the then-CEO, and the amount due to the then-CEO was $3,145 as of December 31, 2017. 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. 22858246

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related party Convertible debenture, net - related party Derivative liability convertible note Total current liabilities Commitments and Contingencies (Note 9) Stockholders' deficit Preferred stock, value Common stock, $.0001 par value: 700,000,000 authorized;22,848,246 and 151,277 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively Additional paid-in capital Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit Preferred stock, par value Preferred stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common stock, par value Common stock, shares authorized Common stock, shares issued Common stock, shares outstanding Income Statement [Abstract] Revenue Operating expenses Selling, general and administrative expenses Amortization expenses Development expense Impairment of Dino Might Program Write off of Domain names Total operating expenses Loss from operations Other expenses Interest expense Change in fair value of derivative liabilities Total other expenses Net loss Net loss per common share: basic and diluted Weighted average common shares outstanding: basic and diluted Statement of Cash Flows [Abstract] Cash flows from operating activities Net loss Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued for services Amortization expense of debt discount Change in derivative liability Depreciation Change in derivative liability - convertible debentures Changes in operating assets and liabilities Merchant services reserve Accrued interest - convertible debenture Accrued interest - note payable Accounts payable and accrued liabilities Net cash used in operating activities Cash flows from investing activities Purchase of Equipment Cash paid for Domain names Net cash used in investing activities Cash flow from financing activities Bank overdraft Repayments on notes payable - related party Proceeds from notes payable - related party Proceeds from convertible note - related party Proceeds from issuance of common stock Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period Supplemental disclosure of cash flow information: Cash paid for interest Cash paid for income taxes Non-cash investing and financing activities: Debt discount due to beneficial conversion Common stock issued from conversion of preferred stock Common stock issued from conversion of debt and accrued interest Forgiveness of accrued salary related-party Forgiveness of accrued interest related-party Extinguishment of derivative Purchase from related party of Dino Might program with preferred stock issuance Adjustment for fractional shares issued due to reverse split Expenses paid by Director Additional Paid-in Capital Accumulated Deficit Balance Balance, shares Preferred shares series C issued for purchase of intangible asset Preferred shares series C issued for purchase of intangible asset, shares Shares issued for fractional shares from stock split Shares issued for fractional shares from stock split, shares Foregivenss of accrued salary related party Foregivenss of accrued interest related party Extingishment of derivative liability Conversion of notes payable to common stock Conversion of notes payable to common stock, shares Common stock issued for services Common stock issued for services, shares Beneficial conversion feature on debt Conversion of notes payable and preferred stock to common stock Conversion of notes payable and preferred stock to common stock, shares Sale of common stock Sale of common stock, shares Balance Balance, shares Organization, Consolidation and Presentation of Financial Statements [Abstract] BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES Deferred Stock-based Compensation - 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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2018	Apr. 09, 2019	Jun. 30, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Hash Labs Inc.
Entity Central Index Key	0000842013
Trading Symbol	HLAB
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2018
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2018
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Public Float			$ 5,600,000
Entity Common Stock, Shares Outstanding		22,858,246

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Consolidated Balance Sheets - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Current assets
Cash	$ 223,576	$ 730
Merchant services reserve		2,938
Total current assets	223,576	3,668
Equipment, net	9,715
Dino Might program	1,979	1,979
Total assets	235,270	5,647
Current liabilities
Accounts payable and accrued liabilities	223,067	282,849
Bank overdraft		1,577
Deferred compensation	300,995
Note payable - related party	100,000	606,145
Convertible debenture, net - related party	85,829	19,055
Derivative liability convertible note		19,406
Total current liabilities	709,891	929,032
Commitments and Contingencies (Note 9)
Stockholders' deficit
Preferred stock, value
Common stock, $.0001 par value: 700,000,000 authorized;22,848,246 and 151,277 shares issued and outstanding on December 31, 2018 and December 31, 2017, respectively	2,285	15
Additional paid-in capital	33,798,526	29,328,064
Accumulated deficit	(34,275,432)	(30,251,465)
Total stockholders' deficit	(474,621)	(923,385)
Total liabilities and stockholders' deficit	235,270	5,647
Preferred Series C
Stockholders' deficit
Preferred stock, value		$ 1

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Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	700,000,000	700,000,000
Common stock, shares issued	22,848,246	151,277
Common stock, shares outstanding	22,848,246	151,277
Preferred Series C
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	7,000	7,000
Preferred stock, shares issued	0	7,000
Preferred stock, shares outstanding	0	7,000

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Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Income Statement [Abstract]
Revenue	$ 6,485	$ 42,030
Operating expenses
Selling, general and administrative expenses	2,455,774	479,019
Amortization expenses		5,614
Development expense	962,063
Impairment of Dino Might Program		818,472
Write off of Domain names		12,231
Total operating expenses	3,417,837	1,315,336
Loss from operations	(3,411,352)	(1,273,306)
Other expenses
Interest expense	(606,527)	(36,211)
Change in fair value of derivative liabilities	(6,088)	(6,839)
Total other expenses	(612,615)	(43,050)
Net loss	$ (4,023,967)	$ (1,316,356)
Net loss per common share: basic and diluted	$ (0.26)	$ (8.70)
Weighted average common shares outstanding: basic and diluted	15,650,460	151,277

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Cash flows from operating activities
Net loss	$ (4,023,967)	$ (1,316,356)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services	1,550,995
Amortization expense of debt discount	586,921	5,614
Impairment of Dino Might Program		818,472
Write off of Domain names		12,231
Change in derivative liability		6,839
Depreciation	249
Change in derivative liability - convertible debentures	6,088
Changes in operating assets and liabilities
Merchant services reserve	2,938
Accrued interest - convertible debenture	5,387	1,768
Accrued interest - note payable	17,688	34,443
Accounts payable and accrued liabilities	200,281	159,924
Net cash used in operating activities	(1,653,420)	(277,065)
Cash flows from investing activities
Purchase of Equipment	(9,964)
Cash paid for Domain names		(17,845)
Net cash used in investing activities	(9,964)	(17,845)
Cash flow from financing activities
Bank overdraft	(1,577)	1,577
Repayments on notes payable - related party	(101,935)	(4,330)
Proceeds from notes payable - related party	82,075	285,275
Proceeds from convertible note - related party	41,000
Proceeds from issuance of common stock	1,866,667
Net cash provided by financing activities	1,886,230	282,522
Net increase (decrease) in cash and cash equivalents	222,846	(12,388)
Cash and cash equivalents at beginning of period	730	13,118
Cash and cash equivalents at end of period	223,576	730
Supplemental disclosure of cash flow information:
Cash paid for interest	1,285
Cash paid for income taxes
Non-cash investing and financing activities:
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	25,494
Purchase from related party of Dino Might program with preferred stock issuance		820,451
Adjustment for fractional shares issued due to reverse split		1
Expenses paid by Director		$ 3,200

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Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Preferred Series C	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2016		$ 14	$ 28,507,615	$ (28,935,109)	$ (427,480)
Balance, shares at Dec. 31, 2016		143,780
Preferred shares series C issued for purchase of intangible asset	$ 1		820,450		820,451
Preferred shares series C issued for purchase of intangible asset, shares	7,000
Shares issued for fractional shares from stock split		$ 1	(1)
Shares issued for fractional shares from stock split, shares		7,497
Net loss				(1,316,356)	(1,316,356)
Balance at Dec. 31, 2017	$ 1	$ 15	29,328,064	(30,251,465)	(923,385)
Balance, shares at Dec. 31, 2017	7,000	151,277
Foregivenss of accrued salary related party			239,000		239,000
Foregivenss of accrued interest related party			19,999		19,999
Extingishment of derivative liability			25,494		25,494
Conversion of notes payable to common stock		$ 1,795	482,855		484,650
Conversion of notes payable to common stock, shares		17,950,000
Common stock issued for services		$ 50	1,249,950		1,250,000
Common stock issued for services, shares		500,000
Beneficial conversion feature on debt			586,921		586,921
Conversion of notes payable and preferred stock to common stock	$ (1)	$ 35	(34)
Conversion of notes payable and preferred stock to common stock, shares	(7,000)	350,000
Sale of common stock		$ 390	1,866,277		1,866,667
Sale of common stock, shares		3,896,969
Net loss				(4,023,967)	(4,023,967)
Balance at Dec. 31, 2018		$ 2,285	$ 33,798,526	$ (34,275,432)	$ (474,621)
Balance, shares at Dec. 31, 2018		22,848,246

XML 20 R7.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 — BUSINESS, GOING CONCERN AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principle of Consolidation

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

Nature of Business Operations

Going Concern

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 no advertising costs for the years ended December 31, 2018 and 2017.

Income Taxes

Property and Equipment

		Depreciation/
		Amortization
Asset Category		Period
Computer equipment		5 Years

Computer and equipment costs consisted of the following:

	December 31, 2018

Computer equipment	$	9,964
Accumulated depreciation		(249	)
Balance	$	9,715

Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively.

Revenue Recognition

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.

The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2018 and December 31, 2017 are described below:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2018:
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

December 31, 2017:
Liabilities
Derivative Liabilities	$	-	$	-	$	19,406	$	19,406
Total	$	-	$	-	$	19,406	$	19,406

Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.

Impairment of Long Lived Assets

Net Loss per Share

Management Estimates

Stock Based Compensation

Reclassifications

Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.

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

XML 21 R8.htm IDEA: XBRL DOCUMENT

Deferred Stock-Based Compensation - Related Party

12 Months Ended

Dec. 31, 2018

Deferred Stock-based Compensation - Related Party

DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

2. DEFERRED STOCK-BASED COMPENSATION - RELATED PARTY

XML 22 R9.htm IDEA: XBRL DOCUMENT

Notes Payable - Related Party

12 Months Ended

Dec. 31, 2018

Notes Payable - Related Party [Abstract]

NOTES PAYABLE - RELATED PARTY

3. NOTES PAYABLE – RELATED PARTY

	December 31, 2017

Notes payable – related party at beginning of period		222,000
Borrowings on notes payable – related party		215,500
Notes payable – related party		437,500
Accrued interest	$	33,103

The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018 and 2017:

	At December 31, 2018		At December 31, 2017
Notes payable	$	100,000	$	100,000
Accrued interest	$	17,688	$	10,688

XML 23 R10.htm IDEA: XBRL DOCUMENT

Convertible Debenture - Related Party

12 Months Ended

Dec. 31, 2018

Convertible Debenture - Related Party [Abstract]

CONVERTIBLE DEBENTURE - RELATED PARTY

4. CONVERTIBLE DEBENTURE – RELATED PARTY

During the year ended December 31, 2018 the Company repaid $16,715 of the convertible note.

The balance of these notes payable to related party as of December 31, 2018 and 2017 is as follows:

	December 31, 2018

Notes payable – related party at beginning of period	$	437,500
Reclassification of accrued interest to note balance		39,725
Borrowings on notes payable – related party		41,000
Beneficial conversion feature		(518,225	)
Reclassification to paid in capital of beneficial conversion for conversion to common stock		492,745
Conversion to common stock		(484,650	)
Repayments		(16,715	)
Amortization of beneficial conversion feature		25,480
Notes payable – related party	$	16,860
Accrued interest	$	1,816

The changes in these notes payable to related party consisted of the following during the years ended December 31, 2018:

	December 31, 2018			December 31, 2017
Notes payable at beginning of period	$	68,969		$	-
Borrowings on notes payable		-			65,500
Beneficial conversion		(68,696	)		-
Amortization of beneficial conversion feature		68,696			-
Notes payable – related party	$	68,969		$	65,500

Accrued interest	$	3,571		$	3,469

The changes in these outstanding convertible notes payable to related party consisted of the following during years ended December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
Convertible debenture – related party at beginning of period	$	19,055		$	17,287
Forgiveness		(19,999	)		-
Accumulated interest		944			1,768
Convertible debenture – related party at end of period	$	-		$	19,055

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Intellectual Property

12 Months Ended

Dec. 31, 2018

Notes to Financial Statements

Intellectual Property

5. INTELLECTUAL PROPERTY

XML 25 R12.htm IDEA: XBRL DOCUMENT

Derivative Liabilities

12 Months Ended

Dec. 31, 2018

Derivative Liability [Abstract]

DERIVATIVE LIABILITIES

6. DERIVATIVE LIABILITIES

These warrants expired during 2016 resulting in a derivative gain of $1,271. The fair value of the derivative liability associated with these warrants was $1,271 as of December 31, 2015.

	December 31, 2018			December 31, 2017
Risk-free interest rate at grant date		0.45	%		0.45	%
Expected stock price volatility		244	%		228	%
Expected dividend payout		-			-
Expected option in life-years		1			1

The change in fair value of the conversion option derivative liability consisted of the following during the years ended December 31, 2018 and 2017:

	December 31, 2018			December 31, 2017
Conversion option liability (beginning balance)	$	19,406		$	12,567
Reclassification to additional paid in capital		(25,494	)
Loss on changes in fair market value of conversion option liability		6,088			6,839
Net conversion option liability	$	-		$	19,406

Change in fair market value of conversion option liability resulted in a loss of $6,088 for the year ended December 31, 2018 and $6,839 for the year ended December 31, 2017.

XML 26 R13.htm IDEA: XBRL DOCUMENT

Equity

12 Months Ended

Dec. 31, 2018

Equity [Abstract]

EQUITY

7. EQUITY

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

XML 27 R14.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies

12 Months Ended

Dec. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

8. COMMITMENTS AND CONTINGENCIES

XML 28 R15.htm IDEA: XBRL DOCUMENT

Income Taxes

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

9. INCOME TAXES

2017 U.S. Tax Reform

The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.

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

	2018			2017
Deferred tax assets:
Net operating loss carryforwards	$	4,966,666		$	3,775,351
Total deferred tax assets		4,966,666			3,775,351
Valuation allowance		(4,966,666	)		(3,775,351	)
Net deferred tax assets	$	-		$	-

At December 31, 2018 and December 31, 2017, respectively, the Company had approximately $19,596,000 and $17,977,860, respectively, of U.S. net operating loss carryforwards remaining.

Tax returns for the years ended December 31, 2018, 2017, 2016, 2015, and 2014 are subject to examination by the Internal Revenue Service.

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

	2018			2017

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
		-	%		-	%

XML 29 R16.htm IDEA: XBRL DOCUMENT

Related Party

12 Months Ended

Dec. 31, 2018

Related Party

RELATED PARTY

10. RELATED PARTY

XML 30 R17.htm IDEA: XBRL DOCUMENT

Subsequent Events

12 Months Ended

Dec. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENT

11. SUBSEQUENT EVENTS

XML 31 R18.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

Principle of Consolidation

Principle of Consolidation

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

Nature of Business Operations

Nature of Business Operations

Going Concern

Going Concern

Cash and Cash Equivalents

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

Concentrations of Credit Risk

Advertising

Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company incurred no advertising costs for the years ended December 31, 2018 and 2017.

Income Taxes

Income Taxes

Property and Equipment

Property and Equipment

		Depreciation/
		Amortization
Asset Category		Period
Computer equipment		5 Years

Computer and equipment costs consisted of the following:

	December 31, 2018

Computer equipment	$	9,964
Accumulated depreciation		(249	)
Balance	$	9,715

Depreciation expense was $249 and $0 for the years ended December 31, 2018 and 2017, respectively.

Revenue Recognition

Revenue Recognition

Fair Value of Financial Instruments

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.

The application of the three levels of the fair value hierarchy under Topic 820-10-35 to our assets and liabilities as of December 31, 2018 and December 31, 2017 are described below:

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2018:
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

December 31, 2017:
Liabilities
Derivative Liabilities	$	-	$	-	$	19,406	$	19,406
Total	$	-	$	-	$	19,406	$	19,406

Derivative liability as of December 31, 2018 was $0, compared to $19,406 as of December 31, 2017.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

Net Loss per Share

Net Loss per Share

Management Estimates

Management Estimates

Stock Based Compensation

Stock Based Compensation

Reclassifications

Reclassifications

Certain 2017 balances have been reclassified in the 2018 financial statement presentation. The reclassification of accrued interest did not have any effect on the financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend 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 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU and determining the impact on our results of operations, cash flows or financial condition.

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

XML 32 R19.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of three levels of fair value hierarchy to assets and liabilities

	Fair Value Measurements
	Level 1		Level 2		Level 3		Total
December 31, 2018:
Liabilities
Derivative Liabilities	$	-	$	-	$	-	$	-
Total	$	-	$	-	$	-	$	-

December 31, 2017:
Liabilities
Derivative Liabilities	$	-	$	-	$	19,406	$	19,406
Total	$	-	$	-	$	19,406	$	19,406

Schedule of property and equipment estimated useful lives

		Depreciation/
		Amortization
Asset Category		Period
Computer equipment		5 Years

Schedule of computer and equipment costs

	December 31, 2018

Computer equipment	$	9,964
Accumulated depreciation		(249	)
Balance	$	9,715

XML 33 R20.htm IDEA: XBRL DOCUMENT

Notes Payable - Related Party (Tables)

12 Months Ended

Dec. 31, 2018

Notes Payable Related Party One [Member]

Short-term Debt [Line Items]

Schedule of changes in notes payable to related party

December 31, 2017

Notes payable – related party at beginning of period		222,000
Borrowings on notes payable – related party		215,500
Notes payable – related party		437,500
Accrued interest	$	33,103

Notes Payable Related Party Two [Member]

Short-term Debt [Line Items]

Schedule of changes in notes payable to related party

	At December 31, 2018		At December 31, 2017
Notes payable	$	100,000	$	100,000
Accrued interest	$	17,688	$	10,688

XML 34 R21.htm IDEA: XBRL DOCUMENT

Convertible Debenture - Related Party (Tables)

12 Months Ended

Dec. 31, 2018

ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items]

Schedule of outstanding convertible notes payable to related party

December 31, 2018			December 31, 2017
Convertible debenture – related party at beginning of period	$	19,055		$	17,287
Forgiveness		(19,999	)		-
Accumulated interest		944			1,768
Convertible debenture – related party at end of period	$	-		$	19,055

Convertible Notes Payable Related Party[Member]

ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items]

Summary of changes in notes payable to related party

	December 31, 2018

Notes payable – related party at beginning of period	$	437,500
Reclassification of accrued interest to note balance		39,725
Borrowings on notes payable – related party		41,000
Beneficial conversion feature		(518,225	)
Reclassification to paid in capital of beneficial conversion for conversion to common stock		492,745
Conversion to common stock		(484,650	)
Repayments		(16,715	)
Amortization of beneficial conversion feature		25,480
Notes payable – related party	$	16,860
Accrued interest	$	1,816

Convertible Notes Payable Related Party One[Member]

ConvertibleDebentureRelatedPartyLineItemLineItems [Line Items]

Summary of changes in notes payable to related party

	December 31, 2018			December 31, 2017
Notes payable at beginning of period	$	68,969		$	-
Borrowings on notes payable		-			65,500
Beneficial conversion		(68,696	)		-
Amortization of beneficial conversion feature		68,696			-
Notes payable – related party	$	68,969		$	65,500

Accrued interest	$	3,571		$	3,469

XML 35 R22.htm IDEA: XBRL DOCUMENT

Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2018

Derivative Liability [Abstract]

Schedule of fair value of the conversion options

	December 31, 2018			December 31, 2017
Risk-free interest rate at grant date		0.45	%		0.45	%
Expected stock price volatility		244	%		228	%
Expected dividend payout		-			-
Expected option in life-years		1			1

Schedule of fair value of the conversion option derivative liability

	December 31, 2018			December 31, 2017
Conversion option liability (beginning balance)	$	19,406		$	12,567
Reclassification to additional paid in capital		(25,494	)
Loss on changes in fair market value of conversion option liability		6,088			6,839
Net conversion option liability	$	-		$	19,406

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
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Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579245-113959

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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n)(2))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=109980867&loc=SL5579240-113959

+ Details

XML 36 R23.htm IDEA: XBRL DOCUMENT

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of net deferred tax assets

	2018			2017
Deferred tax assets:
Net operating loss carryforwards	$	4,966,666		$	3,775,351
Total deferred tax assets		4,966,666			3,775,351
Valuation allowance		(4,966,666	)		(3,775,351	)
Net deferred tax assets	$	-		$	-

Schedule of federal statutory rate

	2018			2017

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
		-	%		-	%

XML 37 R24.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Computer equipment	$ 9,964
Accumulated depreciation	(249)
Balance	$ 9,715
Computer Equipment [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Depreciation and amortization period	5 years

XML 38 R25.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Liabilities
Derivative Liabilities		$ 19,406
Total		19,406
Fair Value Measurements, Level 1 [Member]
Liabilities
Derivative Liabilities
Total
Fair Value Measurements, Level 2 [Member]
Liabilities
Derivative Liabilities
Total
Fair Value Measurements, Level 3 [Member]
Liabilities
Derivative Liabilities		19,406
Total		$ 19,406

XML 39 R26.htm IDEA: XBRL DOCUMENT

Business, Going Concern and Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Planned CXAU platform-overview, description	The Company is developing its first Fintech solution using Hashgraph digital ledger technology, or DLT, which the Company intends to be a mobile application that will convert gold into a price-stable, scalable and 100% backed by physical gold cryptocurrency asset.
Net loss	$ (4,023,967)	$ (1,316,356)
Working capital	486,315
Derivative liability		19,406
Depreciation expense	$ 249	0
Additional impairment expenses		$ 818,422
Weighted average common shares, basic and diluted	15,650,460	151,277
Advertising expense
Convertible shares not included in the computation of diluted loss per share	145,712,968	4,563
Maximum [Member]
Property and Equipment estimated useful lives	10 years
Minimum [Member]
Property and Equipment estimated useful lives	3 years

XML 40 R27.htm IDEA: XBRL DOCUMENT

Deferred Stock-Based Compensation - Related Party (Details) - USD ($)	1 Months Ended
	May 18, 2018	Dec. 31, 2018	Dec. 31, 2017
Deferred Stock-Based Compensation - Related Party (Textual)
Common stock shares issued		22,848,246	151,277
Common stock, value		$ 2,285	$ 15
Accrued stock-based compensation		$ 300,995
Mark Goode [Member] \| Employment Agreement [Member]
Deferred Stock-Based Compensation - Related Party (Textual)
Annual base salary	$ 96,000
Increase annual base salary maximum	$ 216,000
Deferred compensation related party, description	After one year of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; after two years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance; and after three years of employment by the Company as the Chief Executive Officer, the Company will issue to Mr. Goode additional shares of common stock of the Company equal to 1% of the outstanding shares of the Company at the time of such issuance.
Common stock shares issued	500,000
Common Stock, per share	$ 2.50
Common stock, value	$ 1,250,000

XML 41 R28.htm IDEA: XBRL DOCUMENT

Notes Payable - Related Party (Details) - USD ($)	12 Months Ended
Notes Payable - Related Party (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Short-term Debt [Line Items]
Borrowings on notes payable – related party	$ 82,075	$ 285,275
Notes Payable Related Party One [Member]
Short-term Debt [Line Items]
Notes payable – related party at beginning of period	437,500	222,000
Borrowings on notes payable – related party		215,500
Notes payable – related party		437,500
Accrued interest		33,103
Notes Payable Related Party Two [Member]
Short-term Debt [Line Items]
Notes payable – related party at beginning of period	100,000	100,000
Notes payable – related party		100,000
Accrued interest	$ 17,688	$ 10,688

XML 42 R29.htm IDEA: XBRL DOCUMENT

Notes Payable - Related Party (Details Textual) - USD ($)			3 Months Ended	12 Months Ended
	Jul. 15, 2016	Nov. 04, 2013	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 17, 2013
Note Payable - Related Party (Textual)
Unsecured promissory notes, term				1 year
Percentage of advance carries interest rate		10.00%					10.00%
Unsecured Promissory Notes [Member]
Note Payable - Related Party (Textual)
Unsecured promissory notes, description			The Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%.		The Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500.
Unsecured promissory notes total					$ 300,000
Unsecured promissory notes mature, description					The notes mature four to twelve months from issuance and total $437,500.
Aggregate principal amount					$ 518,225
CEO [Member]
Note Payable - Related Party (Textual)
Total borrowings amount				$ 75	4,275
Total expenses					3,200
Repaid related party amount				$ 3,220	4,330
Amount due to the CEO					$ 3,145
Percentage of advance carries interest rate				0.00%
Shareholder [Member] \| Unsecured Promissory Notes [Member]
Note Payable - Related Party (Textual)
Unsecured promissory notes, description	The Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000.	The Company entered into two 10% convertible debentures with a significant shareholder				The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder.
Unsecured promissory notes total	$ 100,000					$ 222,000
Unsecured promissory notes mature, description	One-year term

XML 43 R30.htm IDEA: XBRL DOCUMENT

Convertible Debenture - Related Party (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible Notes Payable Related Party[Member]
Notes payable at beginning of period	$ 437,500
Reclassification Of Accrued Interest To Note Balance	39,725
Borrowings on notes payable - related party	41,000
Beneficial conversion feature	(518,225)
Reclassification to paid in capital of beneficial conversion for conversion to common stock	492,745
Conversion to common stock	(484,650)
Repayments	(16,715)
Amortization of beneficial conversion feature	25,480
Notes payable - related party	16,860	$ 437,500
Accrued interest	1,816
Convertible Notes Payable Related Party One[Member]
Notes payable at beginning of period	68,969
Borrowings on notes payable - related party		65,500
Beneficial conversion feature	(68,696)
Amortization of beneficial conversion feature	68,696
Notes payable - related party	68,969	68,969
Accrued interest	$ 3,571	$ 3,469

XML 44 R31.htm IDEA: XBRL DOCUMENT

Convertible Debenture - Related Party (Details 1) - Related Party [Member] - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017
Convertible debenture - related party at beginning of period	$ 19,055	$ 17,287
Forgiveness	(19,999)
Accumulated interest	944	1,768
Convertible debenture - related party at end of period	$ 85,829	$ 19,055

XML 45 R32.htm IDEA: XBRL DOCUMENT

Convertible Debenture - Related Party (Details Textual) - USD ($)				1 Months Ended	3 Months Ended	12 Months Ended
	Apr. 06, 2018	Jul. 15, 2016	Nov. 04, 2013	Apr. 03, 2018	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 17, 2013
Convertible Debenture - Related Party (Textual)
Convertible debenture			$ 50,000						$ 60,000
Conversion of features, description						The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price.
Amortized debt discount						$ 518,225
Common stock value for conversion						484,650
Related Party [Member]
Convertible Debenture - Related Party (Textual)
Convertible debenture						85,829	$ 19,055	$ 17,287
Forgiveness						19,999
Convertible Debt Securities [Member]
Convertible Debenture - Related Party (Textual)
Convertible debentures, description					The Company entered into five additional notes with Vantage totaling $41,000 with an interest rate of 7%.		The Company entered into seventeen additional unsecured 7% Promissory Notes totaling $215,500.
Principal amount							$ 518,225
Convertible Debt Securities [Member] \| Shareholder [Member]
Convertible Debenture - Related Party (Textual)
Convertible debentures, description		The Company entered into an unsecured 7% promissory note with a significant shareholder in the amount of $100,000.	The Company entered into two 10% convertible debentures with a significant shareholder					The Company entered into eight unsecured 7% Promissory Notes with a significant shareholder.
Convertible Debt Securities [Member] \| Related Party [Member]
Convertible Debenture - Related Party (Textual)
Convertible debenture			$ 50,000						$ 60,000
Convertible Debt Securities [Member] \| Vantage Group Ltd [Member]
Convertible Debenture - Related Party (Textual)
Convertible debentures, description				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.
Reclassification to paid in capital of beneficial conversion for conversion to common stock				$ 518,225
Principal amount	$ 243,000
Aggregate share issued of common stock	9,000,000			9,300,000
Common stock value for conversion				$ 241,650
Shares of series C preferred stock				7,000
Conversion price				$ 0.0005
Convertible Debt Securities [Member] \| Lyle Hauser [Member]
Convertible Debenture - Related Party (Textual)
Convertible debentures, description				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.
Amortized debt discount				$ 68,969		68,696
Reclassification to paid in capital of beneficial conversion for conversion to common stock				$ 68,969
Forgiveness						$ 19,999
Borrowings on notes payable - related party							$ 65,500

XML 46 R33.htm IDEA: XBRL DOCUMENT

Intellectual Property (Details) - USD ($)		1 Months Ended			12 Months Ended
Intellectual Property (Details) - USD ($)	Nov. 04, 2013	Sep. 30, 2017	Sep. 29, 2017	Dec. 17, 2013	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2015
Intellectual Property (Textual)
Website and domain names purchase price						$ 17,845
Amortization expense						5,614
Written off in amount						12,231
Impairment loss		$ 818,472				$ 818,472
Percentage of revenue		30.00%
Intellectual property, description		The properties will be depreciated over their estimated useful lives being 3 years.
Secured convertible debentures interest rate					80.00%
Conversion of features, description					The debentures had a one-year term and were convertible into common stock at conversion price equal to the lower of $400 or 80% of the previous day's closing price.
Term on secured convertible debentures					1 year
Capital contribution					$ 25,494
Convertible Debentures [Member]
Intellectual Property (Textual)
Secured convertible debentures interest rate	10.00%			10.00%
Conversion of features, description					The debentures had a one-year term and were convertible into common stock at a conversion price equal to the lower of $400 or 80% of the previous day's closing price.
Convertible debenture issued	$ 50,000			$ 60,000
Term on secured convertible debentures	1 year			1 year
Convertible notes payable							$ 40,000
Repayment of note payable							$ 70,000
Series C Preferred Stock [Member]
Intellectual Property (Textual)
Issued to vantage shares		7,000	7,000
Shares issued value		$ 820,451	$ 820,451

XML 47 R34.htm IDEA: XBRL DOCUMENT

Derivative Liabilities (Details) - Warrant [Member]	12 Months Ended
Derivative Liabilities (Details) - Warrant [Member]	Dec. 31, 2018	Dec. 31, 2017
Risk-free interest rate at grant date	0.45%	0.45%
Expected stock price volatility	244.00%	228.00%
Expected dividend payout
Expected option in life-years	1 year	1 year

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Derivative Liabilities (Details 1) - USD ($)	12 Months Ended
Derivative Liabilities (Details 1) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Conversion option liability (beginning balance)	$ 19,406
Net conversion option liability		$ 19,406
Conversion Option [Member]
Conversion option liability (beginning balance)	19,406	12,567
Reclassification to additional paid in capital	(25,494)
Loss on changes in fair market value of conversion option liability	6,088	6,839
Net conversion option liability		$ 19,406

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Derivative Liabilities (Details Textual) - USD ($)	12 Months Ended
Derivative Liabilities (Details Textual) - USD ($)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 17, 2013	Nov. 04, 2013
Derivative Liabilities (Textual)
Derivative gain			$ 1,271
Fair value of derivative liability				$ 1,271
Convertible debt percentage					10.00%	10.00%
Convertible debt					$ 60,000	$ 50,000
Debentures term	1 year
Convertible into common stock at conversion price lower	$ 400
Conversion price percentage	80.00%
Change in fair market value of conversion option liability	$ 6,088	$ 6,839

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Equity (Details) - USD ($)			1 Months Ended				12 Months Ended
Equity (Details) - USD ($)	May 18, 2018	Apr. 06, 2018	Apr. 03, 2018	Oct. 25, 2017	Sep. 30, 2017	Sep. 29, 2017	Dec. 31, 2018	Jun. 29, 2018	Dec. 31, 2017	Dec. 17, 2013	Nov. 04, 2013
Class of Stock [Line Items]
Preferred stock, shares authorized							10,000,000		10,000,000
Preferred stock, shares issued							0		0
Common stock reverse split, description				One-for-200 reverse split
Percentage of interest rate										10.00%	10.00%
Common stock, par value							$ 0.0001		$ 0.0001
Capital contribution								$ 19,999
Accrued compensation								$ 239,000
Debt discount							$ 518,225
Preferred Series C
Class of Stock [Line Items]
Preferred stock, shares authorized							7,000		7,000
Preferred stock, shares issued							0		7,000
Description of convertible preferred stock						The Series C Preferred Stock was convertible into common stock at a conversion ratio determined by dividing the Series C Original Issue Price of $100 per share by the conversion price of $2.00 (such that each share of Series C Preferred Stock was convertible into 50 shares of common stock). The Series C Preferred Stock had the right to vote on an as-converted basis with the common stock, and in the event any dividends were paid on the common stock, the Series C Preferred Stock would entitled to dividends on an as-converted basis. If a Distribution Event (as defined in the Series C Certificate of Designation) occurred, the Company would pay to the holders of Series C Preferred Stock $30,000 for every $120,000 received from such Distribution Event, and the number of outstanding shares of Series C Preferred Stock would be reduced by an amount determined by dividing the amount of such payment by the Series C Original Issue Price. A Distribution Event is defined as the receipt by the Company of $120,000 in proceeds from a financing not involving any holder of Series C Preferred Stock, or any fiscal period in which the Company generated gross profits of $120,000 or more. All outstanding shares of Series C Preferred Stock were converted to common stock in April 2018, as discussed below. No shares of Series C Preferred Stock are outstanding as of December 31, 2018, and no such shares may be re-issued.
Gross profits of shares							$ 120,000
Stock issued shares value					$ 820,451	$ 820,451
Stock Issued shares					7,000	7,000
Aggregate of common stock shares issued, value			$ 7,000
Convertible note [Member]
Class of Stock [Line Items]
Aggregate of common stock shares issued		9,000,000
Convertible promissory note principal amount		$ 243,000
Chief Executive Officer [Member]
Class of Stock [Line Items]
Employment agreement, description	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).
Lyle Hauser [Member]
Class of Stock [Line Items]
Convertible price			$ 0.0005
Aggregate principal amount			$ 68,969
Convertible promissory note principal amount			$ 68,969
Percentage of interest rate			7.00%
Fair value of the beneficial conversion feature			$ 518,225
Debt discount			$ 68,696
Vantage Group Ltd [Member]
Class of Stock [Line Items]
Aggregate of common stock shares issued			9,300,000
Aggregate of common stock shares issued, value			$ 241,650
Convertible price			$ 0.027
Aggregate principal amount			$ 518,225
Convertible promissory note principal amount			$ 518,225
Percentage of interest rate			7.00%
Extinguishment of the derivative							$ 35,294
JMG Horseshoe, LLC [Member]
Class of Stock [Line Items]
Aggregate shares sold							333,333
Aggregate gross proceeds							$ 333,333
Subscription agreement [Member]
Class of Stock [Line Items]
Aggregate shares sold							3,896,969
Aggregate gross proceeds							$ 1,866,666

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Commitments and Contingencies (Details) - USD ($)		2 Months Ended	12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Aug. 03, 2018	Sep. 11, 2018	Dec. 31, 2018
Commitments and Contingencies Textual
Monthly payments for services	$ 230,500
License Fee Agreement Description			we entered into a software license agreement with Swirlds to license Hashgraph for the Coro platform. The term on of the agreement is one year and the Company is obligated to a first year licensing fee of $225,000 for 15 nodes payable on February 28, 2019 and additional nodes at $3,000 per node. In addition the Company is required to pay a 10% transaction fee for account holders on the Swirlds Customer Network. The agreements automatically renew for an additional one year and the fees may not increase more than 1%.
Best Innovation Group, Inc [Member] \| Consulting services [Member]
Commitments and Contingencies Textual
Description of Commitments agreement		From June 29, 2018 to September 11, 2018, the Company entered into a series of statement of work agreements with Best Innovation Group, Inc. ("BIG") to provide consulting services to the Company. The statement of work agreements were entered into in connection with a professional services agreement the Company entered into with BIG dated May 1, 2018, under which all services performed by BIG are to be documented in a statement of work agreement. The Company agreed to reimburse BIG at a rate of $200 per hour. Under a statement of work agreement executed on July 26, 2018, the total estimated cost to the Company for services to be performed by BIG is $716,272 of which $238,757 was due on the date of the agreement and $238,757 was due on November 15, 2018 and the remaining amount will be due upon completion which is estimated to be March 1, 2019. On September 11, 2018, the Company entered into a statement of work agreement with BIG, under which BIG was engaged to provide SOC 2 gap remediation and audit services. Under this statement of work agreement, $70,000 was due upon execution of the agreement, and $90,000 will be due from December 1, 2018 through March 1, 2019.

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Income Taxes (Details) - USD ($)	Dec. 31, 2018	Dec. 31, 2017
Deferred tax assets:
Net operating loss carryforwards	$ 4,966,666	$ 3,775,351
Total deferred tax assets	4,966,666	3,775,351
Valuation allowance	(4,966,666)	(3,775,351)
Net deferred tax assets

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Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2018	Dec. 31, 2017
Income Tax Disclosure [Abstract]
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%
Total

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Income Taxes (Details Textual) - USD ($)	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 31, 2017	Dec. 31, 2018
Income Taxes (Textual)
Net deferred taxes	$ 3,775,351	$ 4,966,666
Corporate federal income tax rate, description	The Jobs act significantly revised the U.S. Corporate income tax by lowering the corporate federal income tax rate from 35% to 21% effective January 1, 2018.
Valuation allowance	$ 1,320,415	1,191,315
U.S. net operating loss carryforwards	$ 17,977,860	$ 19,596,000

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Related Party (Details)	12 Months Ended
Related Party (Details)	Dec. 31, 2017 USD ($)
Mr. Delin [Member]
Related Party Transactions (Textual)
Accounting services fee	$ 950,000

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Subsequent Events (Details) - USD ($)				1 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 06, 2019	Jan. 21, 2019	Jan. 14, 2019	Feb. 28, 2019	Apr. 03, 2018	Dec. 17, 2013	Nov. 04, 2013
Subsequent Event (Textual)
Percentage of interest rate						10.00%	10.00%
Vantage Group Ltd [Member]
Subsequent Event (Textual)
Convertible price					$ 0.027
Aggregate principal amount					$ 518,225
Convertible promissory note principal amount					$ 518,225
Percentage of interest rate					7.00%
Aggregate of common stock shares issued					9,300,000
Aggregate of common stock shares issued value					$ 241,650
Subsequent Event [Member]
Subsequent Event (Textual)
Convertible promissory note principal amount				$ 110,000
Original issue discount				$ 10,000
Percentage of interest rate				0.00%
Note maturity date				Mar. 31, 2019
Common stock sold in pursuant to subscription agreement	5,000	5,000
Common stock sale price	$ 25,000	$ 25,000
Description for promissory note				Following the maturity date, the note bears a 9% annual interest rate until paid in full.
Subsequent Event [Member] \| Mr. Hauser [Member] \| Convertible promissory note [Member]
Subsequent Event (Textual)
Convertible promissory note principal amount			$ 70,384
Subsequent Event [Member] \| Mr. Hauser [Member] \| New non-convertible promissory note [Member]
Subsequent Event (Textual)
Convertible promissory note principal amount			$ 70,384
Percentage of interest rate			7.00%
Note maturity date			Mar. 31, 2019
Subsequent Event [Member] \| Vantage Group Ltd [Member] \| Convertible promissory note [Member]
Subsequent Event (Textual)
Convertible promissory note principal amount			$ 17,780
Subsequent Event [Member] \| Vantage Group Ltd [Member] \| New non-convertible promissory note [Member]
Subsequent Event (Textual)
Convertible promissory note principal amount			$ 17,780
Percentage of interest rate			7.00%
Note maturity date			Mar. 31, 2019