Current Report Filing (8-k)
January 19 2016 - 6:44AM
Edgar (US Regulatory)
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) January 15, 2016
TAUTACHROME INC. |
(Exact name of registrant as specified in its charter) |
Delaware | | 333-141907 | | 20-5034780 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1846 E. Innovation Park Drive, Oro Valley, Arizona | | 85755 |
(Address of principal executive offices) | | (Zip Code) |
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) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 15, 2016, Tautachrome Inc. (the "Registrant") completed the acquisition (the "Acquisition") of Photosweep, LLC, an Arizona limited liability company ("Photosweep"). Photosweep is the developer and operator of a software application for mobile devices that allows each user to order prints of digital photographs on the user's mobile device to be delivered at such date and location in the United States that the user may specify.
Under the terms of the Acquisition, the Registrant paid $39,000 and issued 13 million shares of its common stock (the "Acquisition Shares") to acquire all the member interests in Photosweep (the "Member Interests") from Jeremy Snyder, Sara Snyder, Richard and Candice Snyder, Quazar Enterprises Limited and Carrington Capital Group Limited (the "Photosweep Members").
The number of Acquisition Shares issued for the Member Interests was determined by negotiation between the parties to the Acquisition and was approved by the Registrant's board of directors as being fair and in the best interest of the Registrant.
The Acquisition Shares were issued as fully paid and non-assessable under an exemption from registration provided by section 4(2) of the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Each of the Photosweep Members has represented such member's intention to acquire the Acquisition Shares for investment only and not with a view to or for sale in connection with any distribution thereof. No general solicitation was made in connection with the offer or sale of the Acquisition Shares.
Item 7.01 Regulation FD Disclosure
On January 19, 2016, the Registrant issued a press release in the form attached to this Current Report on Form 8-K as Exhibit 99.1 (the "Press Release").
The information in Item 7.01 of this Current Report on Form 8-K, including the Press Release, shall not be deemed "filed" for any purpose and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(a) | Financial Statements of Business Acquired. |
Any financial statements that may be required by this Item 9.01 of Form 8-K, with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment no later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) | Pro Forma Financial Information. |
Any pro forma financial information that may be required by this Item 9.01 of Form 8-K, with respect to the Acquisition described in Item 2.01 herein, will be filed by amendment no later than 71 days after the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
99.1 | Press release of Tautachrome Inc., dated January 19, 2016 |
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.
| TAUTACHROME INC. | |
| | | |
Date: January 19, 2016 | By: | /s/ Jon N. Leonard | |
| | Jon N. Leonard | |
| | President & CEO | |
3
EXHIBIT 99.1
FOR IMMEDIATE RELEASE: 19 January 2016 |
TAUTACHROME Inc. closes acquisition of PhotoSweep, LLC.
ORO VALLEY, Arizona, January 19, 2016 Tautachrome, Inc. (OTC-PINK: TTCM) today announced that on January 15, 2016, Tautachrome completed the acquisition of PhotoSweep, LLC., moved the USA operations to Oro Valley and began preparations to open operations in Australia.
PhotoSweep is the developer and operator of a software application for mobile devices that allows each user to order prints of digital photographs on the user's mobile device to be delivered at a chosen date and location in the United States that the user may specify.
"PhotoSweep is a great match for our business model and we are planning on promoting the new business in conjunction with the upcoming launch of our Safedate App" said Tautachrome CEO, Dr Jon Leonard, "as we push forward with building our business we will continue to identify operating assets for acquisition while continuing our organic growth". PhotoSweep can be accessed for Android and Apple hand held devices from our website www.photosweep.com | | |
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| | PhotoSweep joins the Safedateapp tour. Photo: Brad Delaney |
About Tautachrome, Inc.
Tautachrome, Inc. (OTC-PINK: TTCM) is an emerging growth company in the developing digital imagery technology sector. Tautachrome is an Internet technology development company with operations in America and Australia. Tautachrome which has a number of revolutionary patents pending, including Talk-to-the-Picture social networking and trustable imagery-based interaction.
Safe Harbor Statement Statements made in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Risk factors that could cause actual results to differ materially from those projected in forward-looking statements include, but are not limited to, general business conditions, managing growth, and political and other business risks. All forward-looking statements are expressly qualified in their entirety by this paragraph and the risks and other factors detailed in Tautachrome's reports filed with the Securities and Exchange Commission. Tautachrome undertakes no duty to update these forward-looking statements.
Contact; Tautachrome, Inc.
Tel; +1 520 318 5578
Web: www.tautachrome.com
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