Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden
hours per response...

0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Hoffman Matthew Leo	2. Issuer Name and Ticker or Trading Symbol CORETEC GROUP INC. [ CRTG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O THE CORETEC GROUP INC., 333 JACKSON PLAZA, SUITE 1200	3. Date of Earliest Transaction (MM/DD/YYYY) 4/7/2021
(Street) ANN ARBOR,, MI 48103 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Option (right to buy)	$0.15	4/7/2021 (1)		A		2000000 (1)		4/7/2021	4/7/2026	Common Stock	2000000 (1)	$0	2000000 (2)	D

Explanation of Responses:
(1)	On April 7, 2021, by way of a resolution of the board of directors of The Coretec Group, Inc. (the "Company"), Mr. Hoffman (the "Reporting Person") was issued an option to purchase 2,000,000 shares of the Company's common stock, par value $0.0002 per share (the "Common Stock") at an exercise price of $0.15 per share.
(2)	Does not include options held by the Reporting Person to purchase 1,000,000 shares of Common Stock, which options are subject to a vesting schedule.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hoffman Matthew Leo C/O THE CORETEC GROUP INC. 333 JACKSON PLAZA, SUITE 1200 ANN ARBOR,, MI 48103			Chief Financial Officer

Signatures
/s/ Matthew Hoffman		4/8/2021
**Signature of Reporting Person		Date