Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2024

Coretag Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-56293	35-2515740
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7325 Oswego Road

Liverpool, NY 13090

(Address of principal executive offices, including zip code.)

(315) 451-7515
(Telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

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. ☐

CORETAG HOLDINGS, INC.

Form 8-K

Current Report

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Coretag Holdings, Inc, (the “Company”), as the “Borrower” and Mr. Joseph Passalaqua (“Passalaqua”) as the “Lender” have previously entered into various Promissory Notes whereby Passalaqua made hard money loans to the Company, the Company and Passalaqua have entered into the following Promissory Notes covering those periods and in the amounts as set forth therein. The following Promissory Notes cover all of the amounts due and owing by the Company to Passalaqua as previously reported in the Company’s Quarterly and Annual Reports, as the case may be. Additionally, the following Promissory Notes are non-convertible and become due and payable, on the terms and conditions as fully set forth therein:

(i) On October 16, 2023, the Company and Passalaqua entered into a Promissory Note relating to various loans made by Passalaqua to the Company over the period from October 1, 2021, through September 30, 2022 in the aggregate amount of $14,424.00, which shall become due and payable on the 18th month anniversary thereof, a copy of which is attached here to as Exhibit 10.1;

(ii) On October 16, 2023, the Company and Passalaqua entered into a Promissory Note relating to various loans made by Passalaqua to the Company over the period from October 1, 2022, through June 30, 2023 in the aggregate amount of $26,173.00, which shall become due and payable on the 18th month anniversary thereof, a copy of which is attached here to as Exhibit 10.2;

(iii) On March 1, 2024, the Company and Passalaqua entered into a Promissory Note relating to various loans made by Passalaqua to the Company over the period from July 1, 2023, through September 30, 2023 in the aggregate amount of $5,820.00, which shall become due and payable on the 18th month anniversary thereof, a copy of which is attached here to as Exhibit 10.3;

(iv) On March 1, 2024, the Company and Passalaqua entered into a Promissory Note relating to various loans made by Passalaqua to the Company over the period from October 1, 2023, through December 31, 2023 in the aggregate amount of $10,731.00, which shall become due and payable on the 18th month anniversary thereof, a copy of which is attached here to as Exhibit 10.4.

The entry into the foregoing Promissory Notes, by the Company and Passalaqua, reflects the understandings by and between the parties that they deem to be a fair and equitable resolution to the debt due and owing Passalaqua.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		October 16, 2023, Promissory Note in the aggregate amount of $14,424.00
10.2		October 16, 2023, Promissory Note in the aggregate amount of $26,173.00
10.3		March 1, 2024, Promissory Note in the aggregate amount of $5,820.00
10.4		March 1, 2024, Promissory Note in the aggregate amount of $10,731.00

SIGNATURES

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

Dated: March 4, 2024

	CORETAG HOLDINGS, INC.


	By: /s/ Joseph Passalaqua
	Joseph Passalaqua
	President & CEO

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT:		$14,424.00
LOAN DATE:		VARIOUS FROM OCT 1, 2021 TO SEPT 30, 2022
EXECUTION DATE:		OCTOBER 16, 2023
INTEREST RATE:		NO INTEREST
BORROWER:		CORETAG, INC. (F/K/A NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP)
LENDER:		JOSEPH PASSALAQUA
DUE DATE:		ON THE 18^th MONTH ANNIVERSARY HEREOF

1. Principal Repayment. For value received, Coretag, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Joseph Passalaqua (the “Lender”), the principal amount of fourteen thousand four hundred twenty four dollars ($14,424), with no interest thereon. The principal amount is due and payable upon the eighteen (18) month anniversary from the Execution Date as set forth above (the “Due Date”).

2. Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3. Default. Borrower will be in default if any of the following occur:

(a) Borrower fails to make the principal repayment when due;

(b) Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

(d) A receiver is appointed for any part of Borrower's property, Borrower makes an assignment for the benefit of creditors, or any proceeding is commenced either by Borrower or against Borrower under any Bankruptcy or insolvency laws seeking the liquidation or reorganization of Borrower and such proceeding is not dismissed within sixty (60) days after such filing.

4. Borrower’s Right to Prepay. Borrower may pay without penalty, all or a portion of the amount owed earlier than it is due. Any prepayment shall be first applied against any accrued and unpaid interest and then to reduce the amount of principal due under this Note.

5. Waiver of Demand, Presentment, etc. The Borrower hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.

6. Payment. Except as otherwise provided for herein, all payments with respect to this Note shall be made in lawful currency of the United States of America by check or wire transfer of immediately available funds, at the option of the Lender, at the principal office of the Lender or such other place or places or designated accounts as may be reasonably specified by the Lender of this Note in a written notice to the Borrower at least one (1) business day prior to payment.

7. Assignment. The rights and obligations of the Borrower and the Lender of this Note shall be binding upon, and inure to the benefit of, the permitted successors, assigns, heirs, administrators and transferees of the parties hereto.

8. Waiver and Amendment. Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Borrower and the Lender

9. Notices. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission, to the Borrower at the address or facsimile number set forth herein or to the Lender at its address or facsimile number set forth in the records of the Borrower. Any party hereto may by notice so given change its address for future notice hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.

10. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

11. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.

CORETAG, INC.

REVIEWED & AGREED:

JOSEPH PASSALAQUA

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT:		$26,173.00
LOAN DATE:		VARIOUS FROM OCT 1, 2022 TO JUNE 30, 2023
EXECUTION DATE:		OCTOBER 16, 2023
INTEREST RATE:		NO INTEREST
BORROWER:		CORETAG, INC. (F/K/A NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP)
LENDER:		JOSEPH PASSALAQUA
DUE DATE:		ON THE 18^th MONTH ANNIVERSARY HEREOF

1. Principal Repayment. For value received, Coretag, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Joseph Passalaqua (the “Lender”), the principal amount of twenty-six thousand one hundred seventy three dollars ($26,173), with no interest thereon. The principal amount is due and payable upon the eighteen (18) month anniversary from the Execution Date as set forth above (the “Due Date”).

2. Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3. Default. Borrower will be in default if any of the following occur:

(a) Borrower fails to make the principal repayment when due;

(b) Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

11. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.

CORETAG, INC.

Per:

REVIEWED & AGREED: JOSEPH PASSALAQUA

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT:		$5,820.00
LOAN DATE:		VARIOUS FROM JULY 1, 2023 TO SEPT 30, 2023
EXECUTION DATE:		MARCH 1, 2024
INTEREST RATE:		NO INTEREST
BORROWER:		CORETAG, INC. (F/K/A NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP)
LENDER:		JOSEPH PASSALAQUA
DUE DATE:		ON THE 18^th MONTH ANNIVERSARY HEREOF

1. Principal Repayment. For value received, Coretag, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Joseph Passalaqua (the “Lender”), the principal amount of five thousand eight hundred twenty dollars ($5,820), with no interest thereon. The principal amount is due and payable upon the eighteen (18) month anniversary from the Execution Date as set forth above (the “Due Date”).

2. Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3. Default. Borrower will be in default if any of the following occur:

(a) Borrower fails to make the principal repayment when due;

(b) Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

11. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.

CORETAG, INC.

Per:

REVIEWED & AGREED: JOSEPH PASSALAQUA

Per:

UNSECURED PROMISSORY NOTE

PRINCIPAL AMOUNT:		$10,731.00
LOAN DATE:		VARIOUS FROM OCT 1, 2023 TO DEC 31, 2023
EXECUTION DATE:		MARCH 1, 2024
INTEREST RATE:		NO INTEREST
BORROWER:		CORETAG, INC. (F/K/A NINE ALLIANCE SCIENCE & TECHNOLOGY GROUP)
LENDER:		JOSEPH PASSALAQUA
DUE DATE:		ON THE 18^th MONTH ANNIVERSARY HEREOF

1. Principal Repayment. For value received, Coretag, Inc., a Nevada corporation (the “Borrower”) hereby unconditionally promises to pay to the order of Joseph Passalaqua (the “Lender”), the principal amount of ten thousand seven hundred thirty one dollars ($10,731), with no interest thereon. The principal amount is due and payable upon the eighteen (18) month anniversary from the Execution Date as set forth above (the “Due Date”).

2. Payment Terms. Borrower shall pay the principal and any accrued interest in full on or before Due Date.

3. Default. Borrower will be in default if any of the following occur:

(a) Borrower fails to make the principal repayment when due;

(b) Borrower breaks any promise Borrower has made to Lender in this Note or Borrower fails to perform promptly at the time and strictly in the manner provided in this Note;

Borrower's behalf in connection with this Note is false or misleading in any material respect; or,

11. Headings. Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Borrower has caused this Note to be issued as of the date first above written.

CORETAG, INC.

Per:

Name: Joseph Passalaqua Title: CEO

REVIEWED & AGREED: JOSEPH PASSALAQUA

Per:

Cover	Mar. 04, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 04, 2024
Entity File Number	000-56293
Entity Registrant Name	Coretag Holdings, Inc.
Entity Central Index Key	0001624140
Entity Tax Identification Number	35-2515740
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7325 Oswego Road
Entity Address, City or Town	Liverpool
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	13090
City Area Code	(315)
Local Phone Number	451-7515
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false