Sec Form 4 Filing - CALTON SIMON @ CORETEC GROUP INC. - 2019-12-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CALTON SIMON 2. Issuer Name and Ticker or Trading Symbol CORETEC GROUP INC. [ CRTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Co-Chairman (Last) (First) (Middle) C/O THE CORETEC GROUP INC., 6804 SOUTH CANTON AVENUE, SUITE 150 3. Date of Earliest Transaction (MM/DD/YY) 12/27/2019 (Street) TULSA, OK74136 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/27/2019 C( 1 ) 24,964,389 ( 2 ) A $ 0.022 ( 1 ) 28,267,602 I By Carlton James North Dakota LTD

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CALTON SIMON C/O THE CORETEC GROUP INC. 6804 SOUTH CANTON AVENUE, SUITE 150 TULSA, OK74136 X X Co-Chairman Signatures /s/ Simon Calton 12/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 27, 2019, Carlton James North Dakota LTD, of which the Reporting Person is a member, converted $509,673.42 worth of debt owed to Carlton James North Dakota LTD by the Registrant into 57,389,400 shares of common stock at a conversion price of $0.022. The conversion price was determined by the Registrant's Board of Directors at a time during which the price of Common Stock was quoted significantly lower than the price quoted immediately prior to this Form 4. ( 2 )Represents Reporting Person's prorated ownership of shares held by Carlton James North Dakota Ltd.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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