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~~April 419, 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. ☐

09/30

CORETAG HOLDINGS, INC.

Form 8-K

Current Report

Item 25.03 ~~Creation~~Amendments ofto aArticles ~~Direct~~of ~~Financial~~Incorporation ~~Obligation~~ or anBylaws: ~~Obligation~~Change ~~under~~in anFiscal ~~Off-Balance Sheet Arrangement of a Registrant~~Year.

~~Coretag Holdings,~~ Name ~~Inc~~Change, ~~(the~~Reverse ~~“Company”),~~Stock asSplit ~~the “Borrower”~~ and ~~Mr. Joseph Passalaqua (“Passalaqua”) as the~~Symbol “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 thereinChange. 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~~April 169, ~~2023~~ 2024, the ~~Company~~Financial ~~and~~Industry ~~Passalaqua~~Regulatory ~~entered~~Authority ~~into~~(“FINRA”) announced the effectiveness of a change in ~~Promissory~~the ~~Note relating to~~Company's name from ~~various~~“Nine ~~loans~~Alliance ~~made~~Science by& ~~Passalaqua~~Technology Group” to “Coretag, Inc.” (the ~~Company~~“Name ~~over~~Change”), a change in the ~~period~~Company's ticker symbol from ~~October~~“JMKJ” 1,to ~~2021,~~the ~~through~~new ~~September~~trading symbol which is 30yet to be determined (the “Symbol Change”), ~~2022~~and ina 2,500-to-1 Reverse Stock Split of the ~~aggregate~~issued ~~amount~~and outstanding shares of ~~$14~~common stock (“Reverse Split”,~~424.00,~~ ~~which~~collectively ~~shall~~with ~~become~~Name ~~due~~Change and ~~payable~~Symbol Change on the ~~18th month~~“Corporate ~~anniversary~~Actions”). ~~thereof,~~The aName ~~copy~~Change ofand ~~which~~Reverse isSplit ~~attached~~became ~~here to~~effective asat ~~Exhibit~~the open of market on April 10, 2024 (“Effective Date”).1;

~~(ii) On October~~As ~~16,~~a ~~2023,~~result of the ~~Company~~Reverse ~~and~~Stock ~~Passalaqua~~Split, ~~entered~~every ~~into~~two thousand afive ~~Promissory~~hundred ~~Note~~(2,500) ~~relating~~shares toof ~~various~~the ~~loans~~issued ~~made~~and byoutstanding ~~Passalaqua~~common tostock of the Company ~~over~~ ~~the~~will ~~period~~be ~~from~~converted ~~October~~into one (1,) ~~2022,~~share ~~through June 30, 2023 in the aggregate amount~~ of common ~~$26,173~~stock.~~00,~~ ~~which~~All ~~shall~~fractional ~~become~~shares ~~due~~created ~~and~~by ~~payable~~the onReverse ~~the~~Stock ~~18th month~~Split will ~~anniversary~~be rounded ~~thereof,~~up ato ~~copy~~the ofnearest ~~which~~whole isshare. ~~attached~~Each ~~here~~shareholder towill asreceive ~~Exhibit~~at 10least one share.2;

~~(iii) On March~~ A 1,“D” ~~2024,~~will ~~the~~be ~~Company~~appended ~~and~~as ~~Passalaqua entered into a Promissory Note relating to various loans made by Passalaqua to~~ the ~~Company~~ticker ~~over~~symbol’s ~~the~~fifth ~~period~~character ~~from~~for ~~July~~20 1,business ~~2023,~~days ~~through~~after ~~September 30, 2023 in~~ the ~~aggregate~~Effective ~~amount of $5~~Date,~~820.00,~~ after which ~~shall become due and payable on~~ the ~~18th month~~new ~~anniversary~~ticker ~~thereof,~~symbol awill ~~copy~~be ~~of which is attached here to as Exhibit 10~~announced.3;

~~(iv) On~~No ~~March~~action 1,is ~~2024,~~required ~~the~~from ~~Company~~current ~~and~~shareholders ~~Passalaqua entered into~~in arelation ~~Promissory Note relating~~ to ~~various loans made by Passalaqua to~~ the ~~Company~~Corporate ~~over~~Actions. In ~~the~~connection ~~period~~with ~~from October 1, 2023, through December 31, 2023 in~~ the ~~aggregate~~Corporate ~~amount of $10~~Actions,~~731.00,~~ ~~which shall become due and payable on~~ the ~~18th month~~Company’s ~~anniversary~~CUSIP ~~thereof,~~has aalso ~~copy~~changed ~~of which is attached here~~ to ~~as Exhibit 10~~ 65444P200.4.

The ~~entry into~~Corporate ~~the~~Actions ~~foregoing~~were approved ~~Promissory Notes,~~ by the Company’s ~~and~~Board ~~Passalaqua,~~of ~~reflects~~Directors ~~the~~on ~~understandings~~June by2, 2023 and ~~between~~were approved by the ~~parties~~Company’s ~~that~~shareholders ~~they~~holding ~~deem~~approximately to97.78% beof aoutstanding ~~fair~~common ~~and~~stock ~~equitable~~on ~~resolution~~June to2, ~~the debt due and owing Passalaqua~~2023.

On June 2, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to change our corporate name and on May 31, 2023 filed a Certificate of Change to reflect the Reverse Split (See Exhibit 3.1 and 3.3). On May 31, 2023 an amendment to our articles of incorporation was filed inadvertently reflecting an incorrect name change, which was corrected on June 2, 2023 (See Exhibit 3.2). A copy of the Certificates of Amendment are attached hereto as Exhibits 3.1, 3.2, and 3.3 to this Current Report on Form 8-K and incorporated herein by reference.

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
3.1		Certificate of Amendment dated June 2, 2023
10.2		October 16, 2023, Promissory Note in the aggregate amount of $26,173.00
3.2		Certificate of Amendment dated May 31, 2023
10.3		March 1, 2024, Promissory Note in the aggregate amount of $5,820.00
3.3		Certificate of Change dated May 31, 2023
10.4		March 1, 2024, Promissory Note in the aggregate amount of $10,731.00
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~April 419, 2024

	CORETAG HOLDINGS, INC.


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

Filing Compare · CORETAG, INC.