UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

Commission file number 000-55721

 

TAUTACHROME, INC.

(Name of Small Business Issuer in Its Charter)

 

DELAWARE

 

84-2340972

(State or other jurisdiction of incorporation or organization)

 

(Employer Identification No.)

 

1846 E. Innovation Park Drive,

Oro Valley, Arizona 85755

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

 

(520) 318-5578

(Registrant's telephone number, including area code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each

 Exchange on Which

Registered

None

 

N/A

 

N/A

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 

Title of Class

Common Stock, $0.00 par value

  

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

 

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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ¨ No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $44,431,000 (based on the closing price of $0.0202 on June 30, 2019 on the OTC Markets).

 

As of March 22, 2020, the registrant had 3,504,460,889 shares of its common stock outstanding.

 

Documents Incorporated by reference: None.

 

 

 

 

 

TAUTACHROME, INC.

FORM 10-K

For the Years Ended December 31, 2019 and 2018

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

Item 1.

Business Factors

 

3

 

Item 1A.

Risk Factors

 

8

 

Item 1B.

Unresolved Staff Comments

 

8

 

Item 2.

Properties

 

8

 

Item 3.

Legal Proceedings

 

9

 

Item 4.

Mine Safety Disclosures

 

9

 

PART II - OTHER INFORMATION

 

 

 

Item 5.

Market for Common Equity and Related Stockholder Matters

 

10

 

Item 6.

Selected Financial Data

 

11

 

Item 7.

Management’s Discussion and Analysis or Plan of Operation

 

11

 

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

 

15

 

Item 8.

Financial Statements and Supplemental Data

 

16

 

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

36

 

Item 9A.

Controls and Procedures

 

36

 

Item 9B.

Other Information

 

37

 

PART III

 

 

 

Item 10.

Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

 

 38

 

Item 11.

Executive Compensation

 

41

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

43

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

44

 

Item 14.

Principal Accountant Fees and Services

 

44

 

PART IV

 

 

 

Item 15.

Exhibits, Financial Statement Schedules,

 

45

 

Signatures

 

 46

 

 

 

 
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Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Cautionary Note Regarding Forward-Looking Statements

 

This report contains forward-looking statements that involve risks and uncertainties. We generally use words such as "believe," "may," "could," "will," "intend," "expect," "anticipate," "plan," and similar expressions to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described below and elsewhere in this report. Although the forward-looking statements herein reflect our focused actual intentions, and although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and our future results, levels of activity, performance or achievements may not meet these expectations. We do not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations, except as required by law.

 

All references in this Annual Report to the "Company," "we," "us" or "our" are to Tautachrome, Inc. and our wholly owned subsidiary(ies).

 

Since its public announcement on September 25, 2017 (via SEC form 8-K) that it would be using its Twitter site (@Tautachrome_Inc) (http://twitter.com/tautachrome_inc) to post important Company information, and finding this method of publicizing important Company information both fast and effective, the Company has continued to use this means of public communication almost exclusively, supplemented occasionally with Current Reports via SEC Form 8-Ks. Shareholders are advised to follow us on Twitter to be current on the Company’s disclosures in conformity with Regulation FD.

 

Item 1. Business Factors

 

History

 

The Company was formed in Delaware on June 5, 2006 as Caddystats, Inc.

 

On March 3, 2009, the Company acquired all of the voting shares of Roadships Holdings, Inc., a Florida Corporation, and Roadships America, Inc., also a Florida Corporation in exchange for an aggregate of 16,025,000 shares of the Company’s common stock. On March 4, 2009, the Company changed its name to Roadships Holdings, Inc.

 

On May 26, 2015, the Company acquired all the voting shares of Click Evidence Inc., an Arizona corporation. Effective November 2, 2015, the Company changed its name to Tautachrome Inc.

 

Our Business

 

Tautachrome operates in the internet applications space, a large business space we believe to be uniquely able to make possible fast growing and novel business. The iPhone, Google, Facebook, Amazon, Uber and numerous other examples are reminders of the ability of the internet applications business space to surprise us with new business universes “out of nowhere.” A recent arrival in the internet applications space is blockchain technology, a technology empowering entities to create ecosystems of trade based on self-introduced and globally useable secure trading currencies. Blockchain technology has added a significant element to Tautachrome’s business plans and activities. In addition, the subsequent development of a new patent pending technology dubbed ARknet technology that exploits augmented reality in a new solution to the purchasing interaction between global consumers and providers has been licensed by the Company for development.

 

 
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Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain trading currency, and the ARknet patent pending technology (together banded “KlickZie” technology):

 

 

1. KlickZie ARknet technology business: Our licensed activity to develop and monetize a new ugmented reality (“AR”) technology called “ARknet technology which permits goods and services providers to establish geolocated augmented reality interfaces, called ARks, allowing consumers to interact with inside info on the provider’s products, specials and discounts with live purchasing provided. A provider’s ARk may be located anywhere on earth, at a store location, or anywhere else the provider may desire. The ARknet is a fintech platform connecting consumers to providers in the global $48 trillion household purchasing market, using augmented reality as the medium of interaction.

 

 

 

 

2. KlickZie’s blockchain trading currency ecosystem: our recently added activity to create our own KlickZie blockchain and trading currency to incentivize consumer usage of the ARknet paltform, and

 

 

 

 

3. KlickZie Activated Digital Imagery business: our longstanding flagship activity to develop and monetize downloadable apps based on our patented KlickZie trusted imaging technology and based on our patented trusted image-based social interactions using the pictures and videos that smartphone users generate on the web using their KlickZie imaging app.

 

1. ARk Business Activity

 

On October 17, 2018, the Company licensed and is now developing the ARknet technology, a Fintech patent pending technology aimed at the global household goods and services market. ARks are floating interactive pictures (ARk Symbols) only visible around you in the Augmented Reality view provided by the ARknet app using the camera imager in your smartphone. ARks are intended for goods and service providers as a way to draw attention to customers in the vicinity of a provider’s ARk Symbol. Shoppers and buyers seeing a Symbol can interact with the provider’s goods or services via the ARk Symbol. The picture above is a shopping mall scene, where two stores, Claire’s on your right, and rue 21 etc! on your left, are shown displaying interactive ARk symbols. Claire’s ARk is a “standard” ARk symbol, while rue 21 etc! uses a picture of their “etc. Gold” perfume product as their ARk symbol. Either way, using their smartphone imager an ARknet app users can touch the store’s ARk Symbol and on their smartphone access the provider’s Ark page containing interest-grabbing information, including pictures or videos of today’s specials, in-ARk purchase and checkout features, reviews, links, menus, social media profiles or anything else the store wants to advertise.

 

Arks may be mobile ARks, using the app user’s mobile device to mobilize the ARk location, or stationary ARks, using a set geo location determined by coordinates or determined by fixing the ARk location by moving the ARk owner’s mobile device to a desired location and setting the stationary ARk’s location there.

 

Providers may create their ARks, decide on their ARk Symbol, choose their Symbol geolocations and provide for license payment to the Company, using features in the ARk app.

 

We intend the ARk app to be free to consumers and other users wishing to use the app to survey their environ for the presence of ARk symbols.

 

We envision a KlickZie ARknet with billions of users and ARks connecting humanity, commerce, information, crypto currency, and innovation in useful ways. Plus, we want to return the ownership of users’ information and valuable items such as images and video, back to where it rightfully belongs, the individual user.

 

For additional information, visit http://myarknet.io.

 

 
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2. KlickZie blockchain trading currency

 

In late 2017 we formed a development team of providers to develop a KlickZie blockchain (branded the “zChain”) to handle transactions using a cryptographically secured trading currency designated the “KLK” currency. The KLK is intended to be the currency of the imagery trading ecosystem allowing KlickZie users to monetize their pictures and videos and thereby enabling the ability to conduct widescale buying, selling and licensing of KlickZie pictures and videos.

 

Our development team consists of individuals from the blockchain development company Kelecorix, Inc., and individuals from the image storage company Honeycomb Digital, LLC. The team has developed the software and architecture for the implementation of a simple KlickZie app that seeks to implement the ownership properties of KlickZie imaging.

 

Like other blockchains, the zChain is intended to run in a decentralized manner. “Smart contracts” residing on the zChain would implement the buying, selling licensing and other trading features on the zChain. Such smart contracts would implement a commission on zChain transactions that involve participation by the Company to complete (for instance the certification of the validity of KlickZie imagery when requested).

 

Because KlickZie users own the imagery they create, the use of KlickZie imagery by others, including advertisers, could be done through the execution of a smart contract on the zChain transferring KLK currency from the advertiser to the user.

 

3. KlickZie technology-based business activity

 

Tautachrome’s KlickZie technology addresses two features of the internet age that create a new need and a new opportunity. The first is the need for a way to trust the pictures and videos you see on the web. Right now the trillions of pictures and frames of video on the web are so easily and often falsified that trustability of internet imagery is essentially zero. For this reason we believe that a universally available, downloadable system that turns the everyday pictures and videos we take from our smartphones into imagery that can be trustable to others seeing it, will have substantial value . We would like to see only two kinds of imagery come to exist on the web: imagery whose trustworthiness everybody can be certain of, and all the rest of the imagery for which the notion of trust is meaningless. The KlickZie system aims to satisfy the requirement of for universal trustability for the ordinary imagery it produces.

 

The technology required for trustability also opens the door to a new opportunity. This is the opportunity to enable people to use KlickZie pictures and videos on the web to readily and safely interact with each other via the imagery itself. It is frequently the case that when you run across interesting imagery on the web you cannot know anything about it, including who the author is, who else may have seen it, or what others may think or know about it. By allowing people to interact with interesting or important pictures or videos by using the imagery itself as the portal of communication, the KlickZie system can add the viewpoints and the information offerings of interacting people to the richness of pictures and videos. This can be carried by the system into the future along with the imagery, as an evolving information structure of interaction and imagery.

 

KlickZie imaging Platform

 

Users will download KlickZie’s free software into their mobile device (iPhone, Android or other smartphone). The software, an upgrade to the smartphone’s camera software, will activate the pictures and videos taken by their device using proprietary KlickZie marking technology. Behind the scenes, KlickZie will capture the imagery and available metadata related to the imaging event, and mark the imagery and its metadata with advanced and invisible KlickZie marking technology.

 

 
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KlickZie activation seeks to add a new utility to ordinary pictures and videos. Other KlickZie users who come across an activated picture can communicate with the author of the picture, or with amenable others who have seen the picture or with the data stored in the picture by clicking or touching the picture (“touch-to-comm”). We intend the picture itself by click or touch to make the communication happen no matter where or how you come across an activated picture..

 

What happens to an activated picture from its creation onward is intended to be added to the picture’s data for tracking into the future. Activated pictures seek to answer many questions. For example, in a group photo you could ask: Have any of the people in my contacts list interacted with this picture? Are any of them engaging it right now? Who else besides my contacts have already engaged this picture in some way? Who took it? Where? When?

 

The upshot is that activation seeks to allow effective touch to comm with the authors and viewers of smartphone pictures and videos, and to ensure that activated pictures and videos can be trusted.

 

KlickZie Product Rollout

 

 

·

Phase 1: Build the minimal testable KlickZie system –including the Arknet app and trusted imaging app and the service cloud.

 

 

 

 

·

Phase 2: Release the KlickZie system into a limited audience to optimize user experience and user interfaces, to set up the KlickZie cloud for global scale up, and to plan global rollout.

 

 

 

 

·

Phase 3: Roll out the KlickZie system of ARks, trusted imaging, and the KLK trading currency, culture by culture and language by language, adding support staff and services as rollout moves forward.

 

Monetizing

 

As presently conceived, the KlickZie product aims at revenues from four primary sources:

 

 

·

ARk licensing fees paid by ARk-using providers

 

 

 

 

·

Well behaved advertising.

 

 

 

 

·

User premium service fees.

 

 

 

 

·

Enterprise revenue paid by entities licensing our technologies for enterprise usages.

  

Funding

 

We plan to continue raising funds to finance KlickZie product rollout.

 

Ongoing financing is currently being accomplished by equity sale, by incurring debt, and by other innovative means. There can be no assurances given that any of our funding efforts will be successful.

 

First KlickZie revenues

 

Our Plan of Operations for KlickZie based revenue looks for first revenues from ARk business app users coming on line within the first year after the receipt of funding sufficient to round out the KlickZie team. Preparations for other KlickZie revenue are geared for the two year and out timeframe.

 

Shelved business activity

 

General app development and digital design activities that were being carried out under our wholly-owned Polybia Studios subsidiary, and our acquisition activities that were being carried out under our Appquisitions Division have been shelved for the time being. Work on our PhotoSweep app has also been shelved for the time being.in preference to a strict focusing on the KlickZie business activity.

 

 
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Competition

 

With regard to the internet applications in general, competition is intense. According to Statista there are millions of smartphone applications available to users. In spaces that are this crowded the principal matter of competition is about capturing user mind space, which for a given product consists of elements such as degree of product exposure to users, degree of product apparent desirability, pleasure of product usage, and persisting necessity for the product in a user’s life. These elements of competition are well known to our competitors which include the internet giants Google, Apple, Facebook and Amazon, all of whom have financial resources and operating staffs substantially larger than those of the Company, and all of whom can focus on the optimization of their products towards the same consumer and business arenas upon which we intend to focus.

 

With regard to the ARknet augmented reality space, while there is no direct competition in the space at the moment, that could change in a heartbeat with an interest taken by any of the internet giants mentioned above.

 

With regard to KlickZie’s technology for marking, storing and tracking digital imagery, there are many firms who mark, store and track digital imagery. Among these have been Digimarc, BatchPhoto, and Thirdlight who have marketed such processes for purposes of protecting intellectual property. To our knowledge none of these has turned the smartphone into a generally trustable imager or an advanced image-based communicator as envisioned here. This requires substantially more talent and development activity than required for marking, storing and tracking digital imagery. However, there is nothing stopping any firm, particularly the internet giants, from entering into similar activity. Moreover Truepic, which entered the arena of smartphone trusted imagery, also has patents related to trusted imagery. We have reviewed Truepic’s patent claims and believe that our planned applications do not infringe their claims.

 

Intangible Properties: issued and pending patents

 

The proprietary nature of, and protection for, our technologies, processes, and know-how are important to our business. Our success could substantially depend upon our ability to protect the proprietary nature of our technologies and know-how, to protect our technology from infringement, misappropriation, discovery and duplication, and to operate without infringing the proprietary rights of others.

 

We seek patent protection for our technologies. Our policy is to patent the technology, inventions and improvements that we consider important to the development of our business. We cannot be sure that any of our pending patent applications will be granted, or that any patents or licenses which we own or obtain in the future will fully protect our position. Our patent rights and the patent rights of technology companies in general, are highly uncertain and include complex legal and factual issues. We believe that our existing technology licensing, and the patents which we hold and for which we have applied, do not infringe anyone else's patent rights. We believe our technology and patent rights will provide meaningful protection against others duplicating our proprietary technologies. We cannot be sure of this, however, because of the complexity of the legal and scientific issues that could arise in litigation over these issues.

 

Despite these measures, any of our intellectual property and proprietary rights could be challenged, invalidated, circumvented, infringed or misappropriated, or such intellectual property and proprietary rights may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages.

 

 
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As of the date of this annual report, our patent portfolio includes the patents and applications issued by and filed with the USPTO and the purchase technology licensing as described in the following table:

 

Title

 

Status

 

Patent or Application Number

 

 

Grant or Application Date

 

License to commercialize the patent: Exploitation Of Augmented Reality And Cryptotoken Economics In An Information-Centric Network Of Smartphone Users And Other Imaging Cyborgs

 

Patent pending owned by Arknet Inc & licensed to Tautachrome

 

62/755589

 

 

11/05/18

 

Authentication And Validation Of Smartphone Imagery

 

Patent granted to &

owned by Tautachrome

 

 

9582843

 

 

02/28/17

 

Authentication And Validation Of Smartphone Imagery

 

Patent granted to &

owned by Tautachrome

 

 

10019774

 

 

07/10/18

 

Authentication And Validation Of Smartphone Imagery

 

Patent granted to &

owned by Tautachrome

 

 

10019773

 

 

07/10/18

 

System And Method For Creating, Processing, And Distributing Images That Serve As Portals Enabling Communication With Persons Who Have Interacted With The Images

 

Patent granted to &

owned by Tautachrome

 

 

9928352

 

 

03/27/18

 

System And Method For Creating, Processing, And Distributing Images That Serve As Portals Enabling Communication With Persons Who Have Interacted With The Images

 

Patent granted to &

owned by Tautachrome

 

15/888381

 

 

02/05/18

 

 

We rely upon unpatented trade secrets, know-how, and continuing technological innovation to develop and maintain our competitive position. We seek to protect our ownership of know-how and trade secrets through an active program of legal mechanism including assignments, confidentiality agreements, material transfer agreements, research collaborations, and licenses.

 

Employees

 

Tautachrome, Inc. has no employees. Services are currently provided through independent contractors.

 

Item 1A. Risk Factors

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not required to provide the information required under this item.

 

Item 1B. Unresolved Staff Comments

 

Not applicable.

 

Item 2. Properties

 

Our principal business and corporate address is 1846 E Innovation Park Drive, Oro Valley, Arizona 85755 (Telephone: 520 318 5578).

 

We do not currently have any investments or interests in real estate, nor do we have investments or any interest in real estate mortgages or securities of entities engaged in real estate activities.

 

 
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Item 3. Legal Proceedings

 

United States District Court

 

On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature.

 

On October 12, 2017, McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. Complaint number 4 is now moot in the belief of the Company since after the lawsuit was filed the Company continued to repay McRae’s convertible promissory note on schedule with interest due until paid in full on October 1, 2018, thus extinguishing the note and making the matter moot. These matters remain before the Court.

 

On December 12, 2017, McRae brought the Company before the Kansas Human Rights Commission and the U.S. Equal Employment Opportunity Commission (EEOC) alleging that on June 16, 2017 he was terminated from an alleged employment by the Company on the basis of race and for retaliation, and that the Company discriminated against him in the terms of this alleged employment because of race. The Kansas Human Rights Commission dismissed this claim.

 

On December 8, 2017, McRae filed a complaint with the Occupational Safety and Health Administration (the “OSHA”), alleging that his “investigation and reporting” to the Company’s CEO was a contributing factor in the termination of his alleged employment by the Company in violation of the Sarbanes-Oxley Act whistleblower’s provisions. On January 2, 2018, the Company delivered its response to the complaint, denying each of McRae’s allegations and providing its own presentation of the facts. McRae dismissed the OSHA claim with prejudice, and the matter cannot be brought again.

 

The Company, believing that allegations made by McRae are completely fabricated and aimed at doing harm, has been vigorously defending itself and believes it will prevail in every instance. Despite this belief, to save legal expense on October 17, 2018 the Company made a good faith settlement offer to McRae, offering him 50,000,000 shares in settlement of all outstanding legal actions against us. McRae declined the offer. However, we re-evaluated the liability on these lawsuits from $49,000 to $250,000 based on the closing price of our common stock on the date of the offer. We recognized a loss on litigation of $201,000 in so doing during 2018.

 

Although discovery closed on February 28, 2019 McRae involved the Company in a protracted discovery dispute regarding documents contained in the CEO’s laptop computer and in his personal e-mail account. That dispute has been substantively resolved. However, two motions have been filed by McRae. The first seeks sanctions from Tautachrome arising out of the discovery dispute. The second seeks leave to amend the complaint to include CEO personally as a party to McRae’s fraud claims. Tautachrome has opposed both motions.

 

On January 14, 2020, Eric McRae died unexpectedly, according to his attorney while undergoing a surgical procedure. As a result, the Court has stayed the case in its entirety and denied both pending motions without prejudice. The matter is set for a status conference on April 22nd to determine when and how the litigation will proceed.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 
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PART II - OTHER INFORMATION

 

Item 5. Market for Common Equity and Related Stockholder Matters

 

Market Information

 

Our shares trade on the OTC PINK under the symbol “TTCM”. The following table sets forth the high and low closing bid prices of our common stock for the last two calendar years, as reported by OTC Markets Group Inc. and represents inter dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:

 

Quarter Ended

 

High

 

 

Low

 

December 31, 2019

 

$ 0.0129

 

 

$ 0.0041

 

September 30, 2019

 

 

0.0289

 

 

 

0.0047

 

June 30, 2019

 

 

0.0088

 

 

 

0.0004

 

March 31, 2019

 

 

0.0016

 

 

 

0.0004

 

December 31, 2018

 

$ 0.0080

 

 

$ 0.0010

 

September 30, 2018

 

 

0.0090

 

 

 

0.0035

 

June 30, 2018

 

 

0.0100

 

 

 

0.0076

 

March 31, 2018

 

 

0.0220

 

 

 

0.0075

 

 

Holders

 

On December 31, 2019, the Company had approximately 584 stockholders of record, and approximately 4,691 beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies, for a total of approximately 5,275 beneficial owners of shares of common stock.

 

Dividends

 

We have not declared or paid cash dividends on our common stock since inception and do not anticipate paying such dividends in the foreseeable future. The payment of dividends may be made at the discretion of the Board of Directors and will depend upon, among other factors, our operations, capital requirements, and overall financial condition.

 

Recent Sales of Equity Securities

 

 

·

We issued 1,551,562,038 shares in conversion of outstanding convertible promissory notes.

 

 

 

 

·

We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged.

 

 

 

 

·

We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000.

 

 

 

 

·

We issued 4,291,886 shares to a consultant to reduce our stock payable.

 

 
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Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

Item 6. Selected Financial Data

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 7. Management’s Discussion and Analysis or Plan of Operation

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information for the year ended December 31, 2019 and December 31, 2018. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the fiscal years ended December 31, 2019 and December 31, 2018.

 

This discussion contains forward-looking statements that involve certain risks and uncertainties. See “Forward-Looking Statements” elsewhere in this report.

 

Overall Performance

 

We are an early stage internet applications company, engaged in advanced technology and business development in the internet applications space. We have incurred general and administrative costs, marketing expenses and research and development costs since we commenced our current operations in May 2015, against very little revenue.

 

The Company’s audited consolidated financial statements and the accompanying notes for the years ended December 31, 2019 and December 31, 2018, have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. We had negative cash flows from operations of $1,014,724 and $635,027 for the years ended December 31, 2019 and 2018, respectively, with recurring losses and negative working capital of $4,329,297 and $2,589,561 as at December 31, 2019 and 2018, respectively. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

The continuing operations of the Company are dependent upon our ability to raise adequate financing and to commence profitable operations in the future. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through loans from related parties. We believe that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee, however, that the Company will be successful in achieving these objectives.

 

Results of Operations for the Years ended December 31, 2019, and 2018

 

Net Comprehensive Loss

 

The Company realized a net comprehensive loss of $3,388,979 for the year ended December 31, 2019 compared to a net comprehensive loss of $4,103,126 for the year ended December 31, 2018.

 

Revenue

 

The Company recognized $206 in revenue for the year ended December 31, 2019 versus none in 2018.

 

 
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Operating Expenses

 

The Company’s total operating expenses for the year ended December 31, 2019 were $1,171,816 compared to $2,619,916 for the year ended December 31, 2018, a decrease of $1,448,100 (55%).

 

For the year ended December 31, 2019, the Company incurred general and administrative expenses of $1,171,816 compared to $2,619,916 for the year ended December 31, 2018, a decrease of $1,448,100 (55%) primarily attributable to increased software development activity offset by decreases in consulting costs . The following table sets out the material components of the Company’s general and administrative expenses for the years ended December 31, 2019 and 2018.

 

 

 

Year Ended December 31,

 

Category of General and Administrative Expense

 

2019

 

 

2018

 

Legal and accounting fees

 

$ 272,447

 

 

 

280,578

 

Consulting

 

 

75,000

 

 

 

1,896,741

 

Other professional services

 

 

166,842

 

 

 

221,792

 

Software research and development

 

 

553,939

 

 

 

136,973

 

Office and occupancy costs

 

 

19,603

 

 

 

30,272

 

Advertising and promotion

 

 

49,967

 

 

 

22,343

 

Other

 

 

34,018

 

 

 

31,217

 

Total

 

$ 1,171,816

 

 

$ 2,619,916

 

 

Other Expenses

 

On December 15, 2016, a former consultant of the Company obtained default judgment for $2,377,915 in damages against a former subsidiary of the Company. The Company recorded the default judgment plus $4,459 in accrued interest as a litigation loss of $2,382,374 for the year ended December 31, 2016. On October 25, 2017, the default judgment was set aside and a new hearing on damages was ordered in the same proceeding, resulting in a litigation gain of $2,426,668 for the year ended December 31, 2017. Additionally, during the year ended December 31, 2017, we accrued $54,000 for the Morgan and McRae lawsuits.

 

On October 17, 2018, we offered McRae 50 million shares in settlement of all outstanding legal actions against us. McRae declined the offer. However, we re-evaluated the liability on these lawsuits from $49,000 to $250,000 based on the closing price of our common stock on the date of the offer. We recognized a loss on litigation of $201,000 in so doing.

 

During the year ended December 31, 2018, we recorded a loss on the settlement to Morgan of $55,000.

 

During the year ended December 31, 2018, we recorded losses of $41,278 on conversions of debt to equity. During the year ended December 31, 2019, we had $127,031 of such losses.

 

The Company recorded interest expense of $1,363,437 during the year ended December 31, 2018 compared to $568,828 for the year ended December 31, 2019, a decrease of $794,609 (58%). The decrease is due to convertible promissory notes issued in 2018 which contained initial derivatives which we accounted for as debt discounts and are amortizing to interest expense.

 

During the year ended December 31, 2019, we recorded loss on changes in the value of our derivative liabilities in the amount of $1,426,354 compared to a gain of $96,843 for the year ended December 31, 2018.

 

We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement.

 

 
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On July 31, 2019, we settled an outstanding trade account payable of $83,343 by agreeing to a cash payment of $35,000. We paid the $35,000 on July 31, 2019 and realized a gain of $48,343.

 

We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000. We valued the shares at the grant date fair value of $185,000 and recorded a reduction of accounts payable of $35,000 and a loss on settlement of $150,000.

 

During the year ended December 31, 2019, the company entered into an arrangement with a related party whereby the holder of the $100,000 Crypto-note was paid in common shares of a related party (See Note 6 to the financial statements). We reclassified the Crypto-note to an advance by the Company to the related party and recognized a gain of $3,333.

 

Other Comprehensive Loss

 

At each balance sheet date, transactions and balances that are denominated in a currency other than U.S. dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ equity and included in other comprehensive income. The Company recorded a translation gain of $80,662 for the year ended December 31, 2018, compared to a gain of $1,837 for the year ended December 31, 2019. These amounts are included in the Company’s statement of operations as foreign currency gain (loss) for the respective years.

 

Liquidity and Capital Resources

 

As of the date of this report, the Company has generated only $206 in revenue and is not profitable. The Company’s operations to date have been funded primarily by private placements of common stock and convertible notes, as well as by loans from its management and controlling stockholders.

 

As at December 31, 2019, the Company had $31,366 in cash and $4,361,066 in current liabilities resulting in a working capital deficit of $4,329,297. The Company is not currently able to maintain its operations through its existing cash balances and internally generated cash flows. Moreover, we have determined that the current capital structure of the Company is not adequate to fund its planned growth.

 

We intend to secure additional capital to fund the Company’s operations through the issuance of common stock, convertible debt instruments and loans from our management. There can be no assurance that we will be successful in obtaining the capital the Company requires to achieve its business objectives, or that such capital will be available on acceptable terms. Future cash flows are subject to a number of variables, including technology development costs, technology product rollout and support expense and the demand for the Company’s products and services.

 

Operating Activities

 

During the year ended December 31, 2019, the Company used net cash of $1,014,724 in operating activities compared to $635,027 for the year ended December 31, 2018. The increase was primarily attributable to increased software development costs.

 

The Company’s average monthly cash burn rate was $84,560 during the year ended December 31, 2019, compared to $52,919 for the year ended December 31, 2018. Subject to the success of the Company’s financing activities, we expect to increase operating activities in the coming year with a concomitant increase in the Company’s monthly burn rate. We will not be able to predict the increase to our burn rate until we have determined the outcomes of our financing activities.

 

 
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Investing Activities

 

The Company did not use any net cash for investing activities during the years ended December 31, 2019 and 2018.

 

Financing Activities

 

The Company received net cash of $1,038,010 from financing activities during the year ended December 31, 2019, consisting primarily from the issuance of convertible notes. We expect to continue our financing activities to fund our operations until such time as the Company’s technologies are commercialized and we generate revenue on a profitable basis.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

Critical Accounting Policies

 

The discussion and analysis of the Company’s financial condition and results of operations is based upon its financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of the Company’s financial statements is critical to an understanding of its financial statements.

 

We adopted ASC 606 effective January 1, 2018 using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Company’s revenue recognition policies remained substantially unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” and subsequent amendments, which replaced existing lease accounting guidance in GAAP and requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet for all in-scope leases with a term of greater than 12 months and requires disclosure of certain quantitative and qualitative information pertaining to an entity’s leasing arrangements. The Company adopted the standard as of January 1, 2019. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations or consolidated statements of cash flows.

 

Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 
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Fair Value of Financial Instruments

 

We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 - Observable inputs such as quoted prices in active markets;

 

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The Company’s financial instruments consist principally of cash, amounts receivable, accounts payable, and accrued liabilities, due to related parties and convertible notes. Pursuant to ASC 820, the fair value of the Company’s cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of the Company’s other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 

Recent Accounting Pronouncements

 

We have reviewed the FASB issue Accounting Standards Update, (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

A smaller reporting company is not required to provide the information required by this item.

 

 
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Item 8. Financial Statements and Supplemental Data

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

PAGE

 

Report of Independent Registered Public Accounting Firm

 

 

17

 

Consolidated Balance Sheets – December 31, 2019 and 2018

 

 

18

 

Consolidated Statements of Operations for the years Ended December 31, 2019 and 2018

 

 

19

 

Consolidated Statement of Changes in Stockholders’ Deficit from December 31, 2017 to December 31, 2019

 

 

20

 

Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018

 

 

21

 

Notes to Consolidated Financial Statements

 

 

22

 

 

 
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To the Board of Directors and

Stockholders of Tautachrome, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Tautachrome, Inc. (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continues as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ M&K CPAS, PLLC

 

We have served as the Company’s auditor since 2008.

 

Houston, TX

 

March 30, 2020

 

 
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TAUTACRHOME, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Balance Sheets

 

 

 

12/31/2019

 

 

12/31/2018

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$ 31,366

 

 

$ 6,243

 

Prepaid expenses

 

 

403

 

 

 

-

 

Total current assets

 

 

31,769

 

 

 

6,243

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 31,769

 

 

$ 6,243

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 411,236

 

 

$ 615,847

 

Accounts payable - related party

 

 

257,282

 

 

 

114,052

 

Loans from related parties

 

 

103,032

 

 

 

103,074

 

Convertible notes payable - related party

 

 

111,999

 

 

 

81,340

 

Short-term convertible notes payable, net

 

 

814,685

 

 

 

627,928

 

Convertible notes payable in default

 

 

32,000

 

 

 

422,565

 

Short-term notes payable

 

 

15,465

 

 

 

15,501

 

Derivative liability

 

 

2,365,367

 

 

 

365,497

 

Court judgment liability

 

 

250,000

 

 

 

250,000

 

Total current liabilities

 

 

4,361,066

 

 

 

2,595,804

 

 

 

 

 

 

 

 

 

 

Long-term convertible notes payable, net

 

 

158,156

 

 

 

25,000

 

Long-term convertible notes payable, related party, net

 

 

84,091

 

 

 

32,825

 

Crypto-currency notes payable

 

 

-

 

 

 

100,000

 

Total non-current liabilities

 

 

242,247

 

 

 

157,825

 

TOTAL LIABILITIES

 

 

4,603,313

 

 

 

2,753,629

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at December 31, 2019 and 2018

 

 

1,380

 

 

 

1,380

 

Common stock, $0.00001 par value. Six billion shares authorized. 3,504,460,889 and 1,932,483,910 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively

 

 

35,045

 

 

 

19,325

 

Additional paid in capital

 

 

6,095,053

 

 

 

4,692,609

 

Common stock payable

 

 

2,066,584

 

 

 

1,919,927

 

Accumulated deficit

 

 

(12,867,645 )

 

 

(9,476,829 )

Effect of foreign currency exchange

 

 

98,039

 

 

 

96,202

 

TOTAL STOCKHOLDERS' DEFICIT

 

 

(4,571,544 )

 

 

(2,747,386 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 31,769

 

 

$ 6,243

 

 

The accompanying notes are an integral part of these financial statements.

 

 
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TAUTACHROME, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Operations

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

REVENUES

 

 

 

 

 

 

Product sales

 

$ 206

 

 

$ -

 

Net sales

 

 

206

 

 

 

-

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative

 

$ 1,171,816

 

 

$ 2,619,916

 

Total operating expenses

 

 

1,171,816

 

 

 

2,619,916

 

Operating loss

 

 

(1,171,610 )

 

 

(2,619,916 )

 

 

 

 

 

 

 

 

 

OTHER INCOME / (EXPENSE)

 

 

 

 

 

 

 

 

Gain or (loss) on litigation

 

 

-

 

 

 

(256,000 )

Gain (loss) on settlement of debt

 

 

(96,993 )

 

 

-

 

Interest expense

 

 

(568,828 )

 

 

(1,363,437 )

Change in value of derivatives

 

 

(1,426,354 )

 

 

96,843

 

Loss on conversion of debt

 

 

(127,031 )

 

 

(41,278 )

Total other

 

 

(2,219,206 )

 

 

(1,563,872 )

Net loss

 

$ (3,390,816 )

 

$ (4,183,788 )

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

Effect of foreign currency exchange

 

 

1,837

 

 

 

80,662

 

Net comprehensive income or (loss)

 

$ (3,388,979 )

 

$ (4,103,126 )

 

 

 

 

 

 

 

 

 

Net (loss) or income per common share

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

Basic and diluted

 

 

3,125,254,373

 

 

 

1,744,862,020

 

 

The accompanying notes are an integral part of these financial statements.

 

 
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TAUTACHROME, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Deficit

From December 31, 2017 to December 31, 2019

 

 

 

Common Stock

 

 

Preferred Stock Series D

 

 

Additional

Paid in

 

 

Stock

 

 

Other Comprehensive Income 

 

 

Accumulated 

 

 

Total Stockholders' Equity / 

 

 

 

Shares

 

 

Amount

 

 

Shares 

 

 

Amount

 

 

Capital

 

 

Payable

 

 

(Loss)

 

 

Deficit

 

 

(Deficit)

 

Balance, 12/31/17

 

 

1,685,941,636

 

 

$ 16,860

 

 

 

13,795,104

 

 

$ 1,380

 

 

$ 3,787,675

 

 

$ 23,186

 

 

$ 15,540

 

 

$ (5,293,041 )

 

$ (1,448,400 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued with convertible note payable

 

 

15,000,000

 

 

 

150

 

 

 

-

 

 

 

-

 

 

 

127,350

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

127,500

 

Preferred Series E shares accrued to ARkNet

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,837,000

 

 

 

-

 

 

 

-

 

 

 

1,837,000

 

Shares issued for conversion of debt

 

 

221,542,274

 

 

 

2,215

 

 

 

-

 

 

 

-

 

 

 

373,414

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

375,629

 

Shares issued to settle lawsuit

 

 

10,000,000

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

59,900

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

Derivative associated with early debt retirement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

326,339

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

326,339

 

Shares earned by consultants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

59,741

 

 

 

-

 

 

 

-

 

 

 

59,741

 

Imputed interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,931

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,931

 

Effect of foreign currency exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

80,662

 

 

 

-

 

 

 

80,662

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,183,788 )

 

 

(4,183,788 )

Balance, 12/31/18

 

 

1,932,483,910

 

 

$ 19,325

 

 

 

13,795,104

 

 

$ 1,380

 

 

$ 4,692,609

 

 

$ 1,919,927

 

 

$ 96,202

 

 

$ (9,476,829 )

 

$ (2,747,386 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for conversion of debt

 

 

1,551,562,038

 

 

 

15,516

 

 

 

-

 

 

 

-

 

 

 

686,054

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

701,570

 

Shares issued to settle claims

 

 

16,123,055

 

 

 

161

 

 

 

-

 

 

 

-

 

 

 

188,462

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

188,623

 

Shares issued for stock payable

 

 

4,291,886

 

 

 

43

 

 

 

-

 

 

 

-

 

 

 

26,238

 

 

 

(26,281 )

 

 

-

 

 

 

-

 

 

 

-

 

Shares earned by consultants

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

172,938

 

 

 

-

 

 

 

-

 

 

 

172,938

 

Capital contributed

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,750

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,750

 

Derivative associated with early debt retirement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

471,233

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

471,233

 

Imputed interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,707

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

16,707

 

Effect of foreign currency exchange

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,837

 

 

 

-

 

 

 

1,837

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,390,816 )

 

 

(3,390,816 )

Balance, 12/31/19

 

 

3,504,460,889

 

 

$ 35,045

 

 

 

13,795,104

 

 

$ 1,380

 

 

$ 6,095,053

 

 

$ 2,066,584

 

 

$ 98,039

 

 

$ (12,867,645 )

 

$ (4,571,544 )

 

The accompanying notes are an integral part of these financial statements.

 

 
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 TAUTACHROME, INC. AND CONSOLIDATED SUBSIDIARIES

Consolidated Statements of Cash Flows

 

 

 

Year Ended December 31,

 

 

2019

 

 

2018 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Loss

 

$ (3,390,816 )

 

$ (4,183,788 )

Stock-based compensation

 

 

172,938

 

 

 

1,896,741

 

Loss on conversions

 

 

127,031

 

 

 

41,278

 

Loss on litigation

 

 

-

 

 

 

256,000

 

Capital contributed

 

 

13,750

 

 

 

-

 

Change in fair value of derivative

 

 

1,426,354

 

 

 

(96,843 )

Gains and losses on debt settlements

 

 

96,993

 

 

 

-

 

Amortization of discounts on notes payable

 

 

575,602

 

 

 

1,088,875

 

Imputed interest

 

 

16,707

 

 

 

17,931

 

 

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(403 )

 

 

-

 

Accounts payable and accrued expenses

 

 

(87,880 )

 

 

244,779

 

Accrued compensation

 

 

35,000

 

 

 

100,000

 

Net cash used in operating activities

 

 

(1,014,724 )

 

 

(635,027 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable

 

 

1,092,700

 

 

 

600,175

 

Proceeds from convertible notes payable, related party

 

 

123,476

 

 

 

27,825

 

Proceeds from crypto-currency notes payable

 

 

-

 

 

 

100,000

 

Principal payments on convertible notes payable

 

 

(176,000 )

 

 

(162,298 )

Proceeds from related-party loans

 

 

26,000

 

 

 

7,130

 

Principal payments on related-party loans

 

 

(28,166 )

 

 

(21,950 )

Net cash provided by financing activities

 

 

1,038,010

 

 

 

550,882

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

1,837

 

 

 

80,662

 

Net increase/(decrease) in cash

 

 

25,123

 

 

 

(3,483 )

Cash and equivalents - beginning of period

 

 

6,243

 

 

 

9,726

 

Cash and equivalents - end of period

 

$ 31,366

 

 

$ 6,243

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTARY INFORMATION

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ 40,781

 

 

$ 8,021

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS

 

 

 

 

 

 

 

 

Discounts on convertible notes

 

$ 1,044,749

 

 

$ 664,688

 

Conversion of debt to common stock

 

$ 574,539

 

 

$ 334,351

 

Settlement of derivative liability

 

$ 471,233

 

 

$ 326,339

 

Shares issued for settlement of lawsuit

 

$ -

 

 

$ 5,000

 

Shares issued for settlement of trade debts

 

$ 38,623

 

 

$ -

 

Shares issued for stock payable

 

$ 26,281

 

 

$ -

 

 

The accompanying notes are an integral part of these financial statements.

 

 
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TAUTACHROME, INC. AND CONSOLIDATED SUBSIDIARIES

Notes to Consolidated Financial Statements

 

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies

 

Organization and Nature of Business

 

History

 

Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”).

 

The Company adopted the accounting acquirer’s year end, December 31.

 

Our Business

 

Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction.

 

Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the patent pending ARk technology (together banded “KlickZie” technology):

 

 

1. KlickZie ARk technology business: The Company has licensed and is developing a new KlickZie augmented reality (“AR”) platform branded ARknet. ARknet enables goods and services providers to establish geolocated augmented reality interfaces, called ARks, allowing consumers to purchase the provider’s products and take advantage of is specials and discounts, using the ARk. A provider’s ARk may be located anywhere in the world, from a store location to anyplace else the provider may desire. The ARknet is a fintech platform connecting consumers to providers in the global $48 trillion household goods market, using augmented reality as the medium of interaction.

 

 

 

 

2. KlickZie’s blockchain cryptocurrency-based ecosystem: The Company has developed its own digital currency (“KLK”), smart contracts using KLKs, and high speed blockchain concepts aimed at supporting fast frictionless transactions within the ARknet as well as incentivizing user download and use of KlickZie products.

 

 

 

 

3. KlickZie Activated Digital Imagery business: The Company is developing downloadable apps based on our patented KlickZie trusted imaging technology and based on our patented trusted image-based social interactions using the pictures and videos that smartphone users create. Trusted imagery and user imagery-based interaction is expected to be widely used within the ARknet.

 

Basis of Presentation

 

The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein.

 

Principles of Consolidation

 

Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

 
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Use of Estimates

 

The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2019 and 2018.

 

Earnings Per Share

 

Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents.

 

Fair Value of Financial Instruments

 

We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. ASC 820 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 - Observable inputs such as quoted prices in active markets;

 

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

 
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The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2019 on a recurring basis:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total Gains

(Losses)

 

Accounts payable and accrued expenses

 

$ 411,236

 

 

$ -

 

 

$ -

 

 

$ -

 

Accounts payable - related party

 

 

257,282

 

 

 

-

 

 

 

-

 

 

 

-

 

Loans from related parties

 

 

103,032

 

 

 

-

 

 

 

-

 

 

 

-

 

Convertible notes payable - related party

 

 

111,999

 

 

 

-

 

 

 

-

 

 

 

-

 

Short-term convertible notes payable, net

 

 

814,685

 

 

 

-

 

 

 

-

 

 

 

-

 

Convertible notes payable in default

 

 

32,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term notes payable

 

 

15,465

 

 

 

-

 

 

 

-

 

 

 

-

 

Derivative liability

 

 

-

 

 

 

-

 

 

 

2,365,367

 

 

 

-

 

Court judgment liability

 

 

250,000

 

 

 

-

 

 

 

-

 

 

 

-

 

Long-term convertible notes payable, net

 

 

158,156

 

 

 

-

 

 

 

-

 

 

 

-

 

Long-term convertible notes payable – related party, net

 

 

84,091

 

 

 

 

 

 

 

 

 

 

 

 

 

Crypto-currency notes payable

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

TOTAL LIABILITIES

 

$ 2,237,946

 

 

$ -

 

 

$ 2,365,367

 

 

$ -

 

 

The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2018 on a recurring basis:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total Gains

(Losses)

 

Accounts payable and accrued expenses

 

$ 615,847

 

 

$ -

 

 

$ -

 

 

$ -

 

Accounts payable - related party

 

 

114,052

 

 

 

-

 

 

 

-

 

 

 

-

 

Loans from related parties

 

 

103,074

 

 

 

-

 

 

 

-

 

 

 

-

 

Convertible notes payable - related party

 

 

81,340

 

 

 

-

 

 

 

-

 

 

 

-

 

Short-term convertible notes payable, net

 

 

627,928

 

 

 

-

 

 

 

-

 

 

 

-

 

Convertible notes payable in default

 

 

422,565

 

 

 

-

 

 

 

-

 

 

 

-

 

Short-term notes payable

 

 

15,501

 

 

 

-

 

 

 

-

 

 

 

-

 

Derivative liability

 

 

-

 

 

 

-

 

 

 

365,497

 

 

 

 

 

Court judgment liability

 

 

250,000

 

 

 

-

 

 

 

-

 

 

 

(256,000 )

Long-term convertible notes payable, net

 

 

25,000

 

 

 

-

 

 

 

 

 

 

 

-

 

Long-term convertible notes payable – related party, net

 

 

32,825

 

 

 

-

 

 

 

-

 

 

 

-

 

Crypto-currency notes payable

 

 

100,000

 

 

 

-

 

 

 

-

 

 

 

-

 

TOTAL LIABILITIES

 

$ 2,388,132

 

 

$ -

 

 

$ 365,497

 

 

$ (256,000 )

 

 
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Income Taxes

 

We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

 

See Note 9 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2019 and 2018.

 

Recent Accounting Pronouncements

 

In November 2018, the Financial Accounting Standards Board (the FASB) issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18). ASU 2018-18 clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the counterparty is a customer for a distinct good or service (i.e. a unit of account). For units of account that are in the scope of Topic 606, all of the guidance in Topic 606 should be applied, including the guidance on recognition, measurement, presentation and disclosure. ASU 2018-18 also adds a reference in Topic 808 to the unit of account guidance in ASC 606 and requires that it be applied only to assess whether transactions in a collaborative arrangement are in the scope of Topic 606. ASU 2018-18 will preclude entities from presenting amounts related to transactions with a counterparty in a collaborative arrangement that is not a customer as revenue from contracts with customers. ASU 2018-18 is effective for the Company for all interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Company adopted the standard effective January 1, 2020. The Company does not expect the adoption of this standard to have a material effect on its financial statements.

 

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. This standard is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those years, with early adoption permitted. The Company does not expect the adoption of this standard to have a material effect on its financial statements.

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, (ASU 2017-04). ASU 2017-04 eliminated Step 2 from the goodwill impairment test. Instead, under the amendments in ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for all interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its financial statements.

 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. This standard is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those years and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material effect on its financial statements.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” and subsequent amendments, which replaced existing lease accounting guidance in GAAP and requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet for all in-scope leases with a term of greater than 12 months and requires disclosure of certain quantitative and qualitative information pertaining to an entity’s leasing arrangements. The Company adopted the standard as of February 3, 2019. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations or consolidated statements of cash flows.

 

There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

 

 
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Note 2 - Cancellation of plans to fund raise with the sale of registered KLK currency

 

In 2019, the Company cancelled its plans to raise funds through selling KLK trading currency in an offering to be registered with the SEC.

 

Note 3 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $1,014,724 and $635,027 for the years ended December 31, 2019 and 2018, respectively, and have experienced recurring losses, and negative working capital at December 31, 2019 and 2018. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

 

The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.

 

Note 4 – Related Party Transactions

 

For the year ended December 31, 2019, we accrued $4,848 of interest to the 22nd Trust (the “Trust”), the trustee of whom is Sonny Nugent, the son of our former Chief Executive Officer, Micheal Nugent. The outstanding balances of unpaid principal and interest at December 31, 2019 and 2018 were $123,393 and $121,359, respectively.

 

Additionally, we owe the Trust $20,885 in expense advances made in previous fiscal years which are not accruing interest.

 

According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.

 

On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital.

 

On October 17, 2018, we signed an agreement with Arknet to license certain technologies related to the Klickzie ArK.. The initial license fee is $100,000.

 

The annual maintenance fees are:

 

 

·

$200,000 for the calendar years 2020 and 2021

 

 

 

 

·

$300,000 for the calendar years 2022 and 2023 and

 

 

 

 

·

$400,000 for the calendar year 2024 and each subsequent calendar year during the term of the agreement.

 

 

 

 

·

7.5% of net sales.

 

 
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As of December 31, 2019, we have accrued the $100,000 initial license fee.

 

During the year ended December 31, 2019, the company entered into an arrangement with a ARknet whereby the holder of the Crypto-note was paid in common shares of Arknet. We reclassified the $100,000 Crypto-note to an advance by the Company to ARknet.

 

Convertible note payable, related party

 

On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from Dr. Leonard as Dr. Leonard in his sole discretion is willing to loan.

 

The terms of the note provide that at the Company’s option, the Company may make repayments in stock, at a fixed share price of $1.00 per share. Also, because this loan is a no-interest loan, an imputed interest expense of $6,796 was recorded as additional paid-in capital for the year ended December 31, 2019. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed.

 

During the year ended December 31, 2019, we borrowed $26,000 from and repaid $28,166 to Dr. Leonard. At December 31, 2019, the balanced owed Dr. Leonard is $79,174.

 

We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share.

 

The Company has an employment agreement with Dr. Jon Leonard, the Company’s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. Payment and vacation benefits began to accrue in June, 2019. For the year ended December 31, 2019, we accrued $35,000 pursuant to this employment agreement.

 

On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to Arknet in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.005 per share.

 

On December 19, 2019, we issued a convertible promissory note in the amount of $60,000 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.004 per share.

 

Note 5 – Capital

 

Common Stock

 

During the year ended December 31, 2018 we issued 246,542,274 shares as follows:

 

 

·

We settled our lawsuit with Richard Morgan in full by issuing 10,000,000 shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation.

 

 

 

 

·

We issued 15,000,000 shares as an equity incentive to a creditor. We valued the shares at their grant-date fair values and recorded a discount on that debt of $127,500.

 

 

 

 

·

We issued 221,542,274 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $306,623 and $27,728 of principal and interest, respectively and recorded a loss on conversion of $41,278. As part of these conversions, we retired $326,339 of associated derivative liabilities which we included in Additional Paid in Capital.

  

 
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During the year ended December 31, 2019, we issued 1,571,976,979 shares as follows:

 

 

·

We issued 1,551,562,038 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $525,621 of principal, $44,418 of interest, and $4,500 of conversion fees and recorded a loss on conversion of $127,031. As part of these conversions, we retired $471,233 of associated derivative liabilities which we included in Additional Paid in Capital.

 

 

 

 

·

We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement.

 

 

 

 

·

We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000. We valued the shares at the grant date fair value of $185,000 and recorded a reduction of accounts payable of $35,000 and a loss on settlement of $150,000.

 

 

 

 

·

We issued 4,291,886 shares to a consultant to reduce our stock payable to them. We reduced the stock payable by $26,281 and recorded additional expense of $313. We recorded an additional stock payable to this consultant of $19,888 during the period.

 

We recorded a stock payable to a consultant in the amount of $172,938 pursuant to our contract with them.

 

On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital.

 

Imputed Interest

 

Several of our loans were made without any nominal interest. As such, we imputed interest at 8% to these loans, crediting Additional Paid in Capital and charging Interest Expense. For the year ended December 31, 2019 and 2018, these amounted to $16,707 and $17,931, respectively.

 

Preferred Stock

 

During the year ended December 31, 2018, we accrued $1,837,000 in costs related to the 40,000 Series E Preferred shares issued in accordance with our ARknet contract (see Note 4) containing a par value of $0.0001. This series of preferred shares have the following rights, limitations, restrictions and privileges:

 

 

·

They are not entitled to dividends,

 

 

 

 

·

They are entitled to no liquidation rights,

 

 

 

 

·

Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and

 

 

 

 

·

They have no conversion or redemption rights.

 

 
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Note 6 - Debt

 

Our debt in certain categories went from $2,023,730 at December 31, 2018 to $3,934,795 at December 31, 2019 as follows:

 

 

 

12/31/19

 

 

12/31/18

 

 

 

 

 

 

 

 

Loans from related parties

 

$ 103,032

 

 

$ 103,074

 

Convertible notes payable, related party

 

 

111,999

 

 

 

81,340

 

Short-term convertible notes payable, net

 

 

814,685

 

 

 

627,928

 

Convertible notes payable in default

 

 

32,000

 

 

 

422,565

 

Short-term notes payable

 

 

15,465

 

 

 

15,501

 

Court Judgment liability

 

 

250,000

 

 

 

250,000

 

Derivative liability

 

 

2,365,367

 

 

 

365,497

 

Long-term convertible notes payable, net

 

 

158,156

 

 

 

25,000

 

Long-term convertible notes payable, related party

 

 

84,091

 

 

 

32,825

 

Crypto currency notes payable

 

 

-

 

 

 

100,000

 

Totals

 

$ 3,934,795

 

 

$ 2,023,730

 

 

See Note 4 for a discussion of our related-party debts, including the first two entries in the above table.

 

Loans from related parties

 

As is discussed in Note 4, at December 31, 2019 we owed $202,567 in related-party debts consisting of $98,032 and $25,361 in unpaid principal and interest, respectively, to the 22nd Trust and $79,174 owed to our CEO, Dr. Jon Leonard.

 

We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share.

 

Convertible notes payable

 

During the year ended December 31, 2018, we issued eight new convertible promissory notes in the aggregate amount of $633,000, containing original issue discounts totaling $71,688, for net proceeds of $561,313. These convertible notes can convert to common stock at various different prices. We evaluated these convertible notes for derivatives and calculated a collective value of $209,040 which we are accounting for as debt discounts. The individual notes are discussed in Note 6 to the financial statements filed on Form 10-K for the year ended December 31, 2018 and are hereby incorporated by reference.

  

During the year ended December 31, 2019 we issued twenty convertible promissory notes in the aggregate amount of $1,283,757, receiving proceeds therefrom of $1,216,176. These convertible notes can convert to common stock at various prices. We evaluated these convertible notes for beneficial conversion features and calculated a collective value of $983,083 which we are accounting for as debt discounts. These convertible notes are discussed below:

 

 

·

On January 11, 2019, we issued a convertible note in the amount of $100,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 8, 2020. This note can convert to 83,333,333 shares.

 

 

 

 

·

On January 23, 2019, we issued a convertible note in the amount of $1,475 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 23, 2020. This note can convert to 1,109,023 shares.

 

 
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·

On January 16, 2019, we issued a convertible note in the amount of $4,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 16, 2020. This note can convert to 3,007,519 shares.

 

 

 

 

·

During the year ended December 31, 2019, we issued four promissory notes to an Australian Superfund in the aggregate amount of $20,331 which accrues interest at 5% (10% for unpaid interest and principal after maturity). These notes mature between October 15, 2020 and November 24, 2020 and can convert to 29,044,286 shares in the aggregate.

 

 

 

 

·

Also, during the year ended December 31, 2019, we issued three convertible promissory notes to a lending institution in the aggregate amount of $176,000, receiving proceeds of $167,000. These notes accrue interest at 12% (22% for unpaid interest and principal after maturity) and mature between April 17, 2020 and June 20, 2020. After 180 days from the note date, these notes may convert at 58% of the lowest two trading prices for the twenty days prior to conversion. These three notes’ interest and principal were all paid off on July 12, 2019.

 

 

 

 

·

On May 13, 2019, we issued a convertible note in the amount of $5,725 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on November 13, 2020. This note can convert to 8,178,571 shares.

 

 

 

 

·

On July 9, 2019, we issued a convertible note in the amount of $320,000, receiving proceeds of $294,500 with an original issue discount of $25,500. The note matures on July 9, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. On August 2, 2019, we issued 11,392,539 shares in conversion of $35,000 of principal and $169 of interest.

 

 

 

 

·

On July 22, 2019, we issued a convertible note in the amount of $162,750, receiving proceeds of $150,000 with an original issue discount of $12,750. The note matures on July 22, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion.

 

 

 

 

·

On August 6, 2019 we issued a convertible promissory note in the amount of $500,000 to be received in various tranches. Each tranche matures 18 months from the date of funding and bears interest at 5%. As of December 31, 2019, we have received $150,000 pursuant to this note, all of which mature in February, 2021 and can convert to 30,844,098 shares in the aggregate.

 

 

 

 

·

On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.005 per share.

 

 

 

 

·

On October 18, 2019, we issued a convertible promissory note in the amount of $976 to a related party for paying company expenses. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.0025 per share.

 

 

 

 

·

On November 6, 2019, we issued a convertible note in the amount of $220,000, receiving proceeds of $200,000 with an original issue discount of $20,000. The note matures on November 8, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion.

 

 

 

 

·

On December 19, 2019, we issued a convertible promissory note in the amount of $60,000 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.004 per share.

 

 
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On January 29, 2019, we issued 3,623,055 to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair values, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement.

 

During the year ended December 31, 2019, we amortized $575,602 of debt discounts to interest expense, accrued $117,035 of interest and paid interest of $40,781 on existing notes.

 

At December 31, 2019, $32,000 of our convertible notes payable were in default.

 

Convertible notes payable (excluding related-party convertible notes which is discussed in Note 4) at December 31, 2019 and 2018 and their classification into long-term, short-term and in-default were as follows:

 

 

 

12/31/19

 

 

12/31/18

 

 

 

 

 

 

 

 

All convertible promissory notes

 

 

 

 

 

 

Unpaid principal

 

 

1,578,917

 

 

 

1,121,243

 

Discounts

 

 

(574,076 )

 

 

(45,750 )

Convertible notes payable, net

 

$ 1,004,841

 

 

$ 1,075,493

 

 

 

 

 

 

 

 

 

 

Classified as short-term

 

 

 

 

 

 

 

 

Unpaid principal balance

 

 

1,183,685

 

 

 

673,678

 

Discounts

 

 

(369,000 )

 

 

(45,750 )

Convertible notes payable - short-term, net

 

$ 814,685

 

 

$ 627,928

 

 

 

 

 

 

 

 

 

 

Classified as long-term

 

 

 

 

 

 

 

 

Unpaid principal balance

 

 

363,232

 

 

 

25,000

 

Discounts

 

 

(205,076 )

 

 

-

 

Convertible notes payable - short-term, net

 

$ 158,156

 

 

$ 25,000

 

 

 

 

 

 

 

 

 

 

Classified as in default

 

 

 

 

 

 

 

 

Unpaid principal balance

 

 

32,000

 

 

 

422,565

 

Discounts

 

 

-

 

 

 

-

 

Convertible notes payable - short-term, net

 

$ 32,000

 

 

$ 422,565

 

 

On May 2, 2019, the company entered into an amendment to one of the convertible promissory notes issued during 2018. The company allowed the creditor to own a larger percentage of the company’s total shares outstanding in exchange for a waiver of all default interest. As a result, we recorded a reduction of interest payable to this creditor and interest expense of $140,491. On July 19, 2019, we issued 30,414,329 shares to this creditor extinguishing all principal and interest owed to them.

 

Crypto-currency notes payable

 

On August 7, 2018, we issued a Crypto Exchange Promissory Note (“the Crypto Note”) in exchange for $100,000 in cash. The Crypto Note accrues interest at 4% until maturity which is 18 months from issue and 10% after maturity. The holder can convert unpaid principal and accrued interest into KLK20 tokens at any time at the rate of $0.25 per token. The holder may, for up to nine months after issuance, participate in a price guarantee: if the Company offers the tokens at less than $0.25 per token at any point for up to nine months after issuance, then the holder has the option of participating in the offer at the lower price.

 

 
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During the year ended December 31, 2019, the company entered into an arrangement with a related party whereby the holder of the Crypto-note was paid in common shares of a related party. We reclassified the Crypto-note to an advance by the Company to the related party and recorded a gain of $3,334.

 

On July 31, 2019, we settled an outstanding trade account payable of $83,343 by agreeing to a cash payment of $35,000. We paid the $35,000 on July 31, 2019 and realized a gain of $48,343.

 

Derivative liabilities

 

The above-referenced convertible promissory notes issued during the year ended December 31, 2019 were analyzed in accordance with EITF 07–05 and ASC 815. EITF 07–5, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 07–5 is to provide guidance for determining whether an equity–linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of ASC 815 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non–derivative instrument that falls within the scope of EITF 00–19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non–derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two–step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions.

 

Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60.

 

The Company issued certain fixed-rate convertible Subscription Notes from 2015 through September 30, 2019 in the United States and Australia These convertible notes have become tainted (“The Tainted Notes”) as a result of the issuance of convertible promissory notes issued in the United States since there is a possibility (however remote) that the Company would not have enough shares in the Treasury to satisfy all possible conversions.

 

The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through December 31, 2019. The following assumptions were used for the valuation of the derivative liability related to the Notes:

 

 

·

The stock price of $0.0289 to $0.0115 in this period would fluctuate with the Company projected volatility.

 

 

 

 

·

The notes convert with variable conversion prices based on the percentages of the low or average trades or bids over 20 to 25 trading days.

 

 

 

 

·

The effective discounts rates estimated throughout the periods range from 35% to 42% with potentially an additional discount.

 

 

 

 

·

The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default.

 

 

 

 

·

The projected annual volatility for each valuation period was based on the historic volatility of the company are 190.0% – 277.6% (annualized over the term remaining for each valuation).

 

 
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·

An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%.

 

 

 

 

·

The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%.

 

 

 

 

·

The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price on the date of valuation.

 

 

 

 

·

The Holder would automatically convert the note based on ownership or trading volume limitations.

 

We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest rate throughout the contractual term of the obligation. The effective interest rates on the six instruments issued during the year ended December 31, 2018 range from 243% to 289%. The effective interest rates for the instruments issued during the nine months ended September 30, 2019 range from 11% to 564%.

 

At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. At December 31, 2019, we determined the fair value of these derivatives were $2,365,367.

 

Changes in outstanding derivative liabilities are as follows:

 

Balance, December 31, 2018

 

$ 365,497

 

Changes due to new issuances

 

 

1,044,749

 

Changes due to extinguishments

 

 

(471,233 )

Changes due to adjustment to fair value

 

 

1,426,354

 

Balance, December 31, 2019

 

$ 2,365,367

 

 

Note 7 – Litigation Gains and Losses

 

Morgan Lawsuit

 

Background

 

The May 21, 2015 merger of the Company with Click Evidence, Inc. (“Click”) resulted in the transfer of Click’s assets and interests from Click to the Company and in Click becoming an asset-less shell inside the Company and then being disposed of on November 25, 2015. In the November 25, 2015 conveyance of the Click to the new owner, its name was changed to BH Trucking, Inc. (“BH”).

 

Filing and service

 

A first lawsuit was filed in the Superior Court of the State of Arizona, Pima County, by a former consultant to Click, Richard Morgan (“Morgan”). This lawsuit was served on December 2, 2015, against Click/BH, with the Company also named in the lawsuit, but not served by it or effectively made aware of it until 2017.

 

Allegation

 

The lawsuit claimed that the consultant’s agreement with Click/BH permitted him to recover a finder’s fee for the cashless stock swap that achieved the merger on May 21, 2015. The new owner of Click/BH, the only party served, declined to defend the lawsuit allowing it to go to default.

 

 
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Default judgment

 

On December 16, 2016, the Court issued a default judgment for the plaintiff and against the defendants in the amount of $2,377,915. The Company believes that having not been served or made aware of the lawsuit, it is not a target of the judgment.

 

Second Lawsuit

 

On January 23, 2017, the Company and its CEO were served in a second lawsuit by Morgan alleging that the Company’s intellectual property assets that were transferred to it by Click under the May 21, 2015 merger of the Company with Click, were fraudulently removed from Click/BH, and seeks to have them returned to Click/BH.

 

Charge to the Financial Statements

 

The Company believes that the second lawsuit is baseless, and is defending itself vigorously against it. The Company also believes that being named but not served, the default judgment in Morgan’s first lawsuit does not apply to the Company. Nevertheless, out of an abundance of caution, we have included in liabilities the default amount of $2,377,915 plus $4,459 interest at 4.5% from December 16, 2016, the date of the judgment, to December 31, 2016.

 

On August 29, 2017, the Court set aside the judgment in the First Lawsuit resulting in the removal of the liability of $2,377,915 and accrued interest of $4,459 at December 31, 2016, as well as the additional accrued interest recorded during 2017 of $44,294, for a total gain of $2,426,668.

 

On August 14, 2018, we settled this lawsuit in full by issuing 10 million shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation.

 

McRae Lawsuit

 

On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature.

 

On October 12, 2017, McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. Complaint number 4 is now moot in the belief of the Company since after the lawsuit was filed the Company continued to repay McRae’s convertible promissory note on schedule with interest due until paid in full on October 1, 2018, thus extinguishing the note and making the matter moot. These matters remain before the Court.

 

On December 12, 2017, McRae brought the Company before the Kansas Human Rights Commission and the U.S. Equal Employment Opportunity Commission (EEOC) alleging that on June 16, 2017 he was terminated from an alleged employment by the Company on the basis of race and for retaliation, and that the Company discriminated against him in the terms of this alleged employment because of race. The Kansas Human Rights Commission dismissed this claim.

 

 
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On December 8, 2017, McRae filed a complaint with the Occupational Safety and Health Administration (the “OSHA”), alleging that his “investigation and reporting” to the Company’s CEO was a contributing factor in the termination of his alleged employment by the Company in violation of the Sarbanes-Oxley Act whistleblower’s provisions. On January 2, 2018, the Company delivered its response to the complaint, denying each of McRae’s allegations and providing its own presentation of the facts. McRae dismissed the OSHA claim with prejudice, and the matter cannot be brought again.

 

The Company, believing that allegations made by McRae are completely fabricated and aimed at doing harm, has been vigorously defending itself and believes it will prevail in every instance. Despite this belief, to save legal expense on October 17, 2018 the Company made a good faith settlement offer to McRae, offering him 50,000,000 shares in settlement of all outstanding legal actions against us. McRae declined the offer. However, we re-evaluated the liability on these lawsuits from $49,000 to $250,000 based on the closing price of our common stock on the date of the offer. We recognized a loss on litigation of $201,000 in so doing during 2018.

 

Although discovery closed on February 28, 2019 McRae involved the Company in a protracted discovery dispute regarding documents contained in the CEO’s laptop computer and in his personal e-mail account. That dispute has been substantively resolved. However, two motions have been filed by McRae. The first seeks sanctions from Tautachrome arising out of the discovery dispute. The second seeks leave to amend the complaint to include CEO personally as a party to McRae’s fraud claims. Tautachrome has opposed both motions.

 

On January 14, 2020, Eric McRae died unexpectedly, according to his attorney while undergoing a surgical procedure. As a result, the Court has stayed the case in its entirety and denied both pending motions without prejudice. The matter is set for a status conference on April 22nd to determine when and how the litigation will proceed.

 

Note 8 – Income Taxes

 

Deferred income taxes reflect the tax consequences on future years of differences between the tax bases:

 

 

 

12/31/19

 

 

12/31/18

 

Net operating loss carry-forward

 

$ 4,579,500

 

 

$ 3,380,285

 

 

 

 

 

 

 

 

 

 

Deferred tax asset

 

$ 961,695

 

 

$ 709,860

 

Valuation allowance

 

 

(961,695 )

 

 

(709,860 )

Net future income taxes

 

$ -

 

 

$ -

 

 

Deferred taxes for 2019 and 2018 are calculated using a marginal tax rate of 21%.

 

In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized.

 

Our tax loss carry-forwards will begin to expire in 2022.

 

Note 9 – Subsequent Events

 

As of March 5, 2020, we issued three convertible promissory notes to ARknet in exchange for $35,000 in cash.

 

 
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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Management’s Report on Internal Control over Financial Reporting.

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2018. In making this assessment, our management used the 2013 criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“2013 Framework”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.

 

As of December 31, 2019, we did not maintain effective controls over the control environment. Specifically we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

 

As of December 31, 2019, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

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As of December 31, 2019, the Company did not establish a formal written policy for the approval, identification and authorization of related party transactions.

 

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

 

Change in Internal Control Over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during quarterly period ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

 

Item 9B. Other Information

 

None

 

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PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act

 

The following sets forth our directors, executive officers, promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of one year and thereafter serve until the stockholders duly elect their successor. Officers serve at the will of the Board.

 

Name

 

Position(s)

 

Age

 

Held Position(s) Since

 

 

 

 

 

 

 

 

 

Dr. Jon N. Leonard

 

President

 

78

 

May 21, 2015

 

 

 

Chief Executive Officer Director

 

 

 

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

Director

 

 

 

 

 

 

 

 

 

 

 

 

 

David LaMountain

 

Director

 

34

 

October 10, 2019

 

 

 

Chief Operations Operator

 

 

 

 

 

 

 

 

 

 

 

 

 

Aasim Saied

 

Director

 

38

 

April 16, 2018

 

 

Dr. Jon N. Leonard, Ph.D., M.S., B.S.

Dr. Jon N. Leonard has been the President, CEO, CFO and a director of the Company since May 21, 2015. From June 2012 until November 2015, he was the President, Chief Executive Officer and a director of Click Evidence Inc., an Arizona corporation that he co-founded, which developed our KlickZie smartphone trustable imaging technology. Prior to that he directed counterterrorism technology development for the Raytheon Missile Company in Tucson, Arizona and before that was the Chief Scientist of the Strategic Systems Division of the Hughes Aircraft Company in El Segundo, California. Dr. Leonard holds a Ph.D. in mathematics from the University of Arizona, an M.S. in engineering from U.C.L.A. and a B.S. in physics from the University of Arizona

 

David LaMountain

Mr. LaMountain has been a Tautachrome director and the Corporation’s Chief Operating Officer (COO) since his appointment in October 10, 2019. As COO he is responsible for overseeing the overall business operations strategy for achieving the Company’s global growth and success goals. With great people skills he has directed the Company’s social network activities since November 2016, providing strategic Investor Relations functions integrating communication, marketing and securities compliance enabling effective two-way communication between Tautachrome and its constituencies, contributing to achieving fair valuation of Tautachrome’s shares. Mr. LaMountain has been a successful business owner and investor/trader in public and private entities since 1999 and is a uniquely talented and driven individual with outstanding work ethics. He is also an inventor on KlickZie’s pending ARk patent.

 

Aasim Saied

Mr. Aasim Saied has been a Director of Tautachrome, Inc. since April 16, 2018. He is an inventor, entrepreneur and futurist, who developed the Projector Phone technology and various other products and services. He has a successful history in building fast moving and innovative companies and has engineered powerful new patent-pending mobile device technologies and software applications. He has recruited a global team of developers and industry specialists for a successful launch of his Companies.

 

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Family Relationships

 

There are no family relationships between any of our executive officers and director

 

Involvement in Certain Legal Proceedings

 

Except as noted herein or below, during the last ten years none of our directors or officers have:

 

1. had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

 

2. been convicted in a criminal proceeding or subject to a pending criminal proceeding;

 

 

3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 

 

4. been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in securities or banking activities, or to be associated with persons engaged in any such activity;

 

 

5. been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 

 

6. been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

7. been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) Any Federal or State securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; o

 

 

8. been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

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Board of Directors and Committees

 

At December 31, 2019, our Board of Directors presently consisted of three members: Dr. Jon Leonard, David LaMountain and Aasim Saied. Our Bylaws generally provide for majority approval of directors in order to adopt resolutions, and provide that the Board of Directors may be expanded by Board action. All executive officer compensation, including payroll expenditures, salaries, stock options, stock incentives, and bonuses, must be approved by the unanimous consent of the Board of Directors. The entire Board of Directors acts as the Audit Committee and the Compensation Committee.

 

On future compensation matters, the Board will consider and recommend payroll expenditures, salaries, stock options, stock incentive and bonus proposals for our employees (if any). Acting in its audit committee function, the Board reviews, with our independent accountants, our annual financial statements prior to publication, and reviews the work of, and approves non-audit services performed by, such independent accountants. The Board appoints the independent public accountants for the ensuing year. The Board also reviews the effectiveness of the financial and accounting functions and the organization, operation and management of our Company.

 

Delinquent Section 16(a) Reports

 

The following table identifies each person who, at any time during the fiscal year ended December 31, 2019, was a director, executive officer, or beneficial owner of more than 10% of our common stock that failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:

 

Name

 

Number of Late Reports

 

Number of Transactions Not Reported on a Timely Basis

 

Reports Not Filed

 

Dr. Jon Leonard

 

1

 

1

 

0

 

David LaMountain

 

1

 

1

 

0

 

Code of Ethics

 

We do not currently have a Code of Ethics, because we have only limited business operations, have a limited number of officers and directors, and believe a Code of Ethics would, at the present time, have limited utility. We intend to adopt such a Code of Ethics as our business operations expand and we have more directors, officers and employees.

 

Procedure for Nominating Directors

 

We have not made any material changes to the procedures by which security holders may recommend nominees to our board of directors.

 

The board does not have a written policy or charter regarding how director candidates are evaluated or nominated for the board. Additionally, the board has not created particular qualifications or minimum standards that candidates for the board must meet. Instead, the board considers how a candidate could contribute to the Company's business and meet the needs of the Company and the board.

 

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Indemnification

 

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

 

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

Item 11. Executive Compensation

 

Summary Compensation

 

Except for the employment agreement for CEO Dr. Jon N Leonard described below, during the years ended December 31, 2019 and 2018, no salary, bonus or other compensation was awarded, earned or paid to the Company’s executive officers for any service rendered in any capacity to the Company.

 

We intend to adopt a compensation plan for executive officers when we have positive and stable cash flows for the purpose of: (a) attracting and retaining talented executive officers who can assist with our business strategy; (b) aligning the interests of those executive officers with those of the Company; and (c) linking individual compensation to the performance of the Company. Any such plan that we may adopt will be designed to provide compensation that is both in line with our fiscal resources and competitive with companies at a similar stage of development.

 

The elements of compensation to be awarded to, earned by, paid to, or payable to our executive officers are currently expected to be composed of: (i) base salary (or consulting fees); (ii) option-based awards; and (iii) cash bonuses or share-based awards for exceptional performance that results in a significant increase in stockholder value.

 

Base salary will be a fixed element of compensation payable to executive officers for performing the specific duties of their respective positions. The amount of base salary for each executive officer will be reviewed and set annually by the Board of Directors. While base salary is intended to fit into our overall compensation objectives by serving to attract and retain talented executive officers, the size of the Company and the nature and stage of its business will also impact the level of base salary.

 

We intend to use option-based awards as a variable element of compensation to attract and reward talented executives and professionals. Option-based awards are intended fit into our overall compensation objectives by aligning the interests of executive officers with those of the Company and linking individual compensation to its performance. The Board of Directors will be responsible for setting and amending any equity incentive plan under which an option based award would be granted. Previous grants of stock options will be taken into account when considering new grants.

 

We intend to award bonuses at our sole discretion and do not have any pre-existing performance criteria or objectives.

 

At this time we do not provide medical, dental, pension or other benefits to our executive officers.

 

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Employment Agreements

 

The Company has an employment agreement with Dr. Jon Leonard, the Company’s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. Payment and vacation benefits began to accrue in June, 2019.

 

Other than the agreement in the previous paragraph, there are no employment agreements or arrangements, whether written or unwritten, between the Company and any of its executive officers. We do not contemplate entering into any other employment agreements with our executive officers until the Company has positive and stable cash flows.

 

Incentive Plans

 

The Company does not have any plan or arrangement providing compensation to executive officers or directors intended to serve as an incentive for performance to occur over any period.

 

Equity Compensation Plans

 

The Company does not have any stock option plans, stock appreciation rights or any other plan, contract, authorization or arrangement pursuant to which the executive officers or directors of the Company may receive equity-based compensation for their services to the Company.

 

Outstanding Equity Awards

 

No executive officer or director of the Company had any unexercised option, stock that had not vested or equity incentive plan award as at the end of the Company’s last completed fiscal year.

 

Pension and Retirement Plans

 

The Company does not have any plan or arrangement by which to provide pension, retirement or similar benefits to its executive officers or directors, and we do not currently intend to offer such any such plan or arrangement until we have positive and stable cash flows

 

Termination, Resignation or Change of Control

 

The Company is not a party to any contract or agreement, and has not entered into any plan or arrangement that may provide for payment to an executive officer or a director at, following, or in connection with the resignation, retirement or other termination of an executive officer or director, or a change of control of the Company or a change in the responsibilities of an executive officer following a change of control.

 

Compensation of Directors

 

The members of the Board of Directors do not receive compensation for their services as directors, but they are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. We may pay cash compensation to an executive officer who is also a director, but only in his or her capacity as an executive officer. We do not currently have an established policy to provide compensation to directors for their services in that capacity.

 

Director Independence

 

Our Board of Directors has determined that none of our directors is “independent” as defined under the standards set forth in Section 303A.02 of the NYSE Listed Company Manual. In making this determination, the Board of Directors considered all transactions set forth in the section titled “Certain Relationships and Related Transactions,” elsewhere in this prospectus.

 

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth, as of the date of this report, information concerning ownership of our voting shares by (i) each director, (ii) each executive officer, (iii) all directors and executive officers as a group, and (iv) each person known to us to be the beneficial owner of more than five percent of each class. The number and percentage of shares beneficially owned includes any shares as to which the named person has sole or shared voting power or investment power and any shares that the named person has the right to acquire within 60 days.

 

 

 

Common

 

 

Preferred D 1

 

 

Preferred E 5

 

 

% Total 

 

Name of Beneficial Owner

 

Shares

 

 

% 2

 

 

Shares

 

 

% 3

 

 

Shares

 

 

% 6

 

 

 Voting, All Classes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5% Owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Twenty Second Trust

 

 

253,428,790

 

 

 

7.3 %

 

 

926,139

 

 

 

6.7 %

 

 

-

 

 

 

-

 

 

 

7.1 %

Nugent Bros. Trust

 

 

250,000,000

 

 

 

7.2 %

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5.1 %

Arknet, Inc. (AZ Corp.)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,000

 

 

 

100.0 %

 

 

40.0 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Officers and Directors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dr. Jon Leonard 4

 

 

379,097,992

 

 

 

10.9 %

 

 

10,093,306

 

 

 

73.2 %

 

 

-

 

 

 

-

 

 

 

28.4 %

David LaMountain

 

 

43,280,757

 

 

 

1.2 %

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

0.9 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Directors and Officers as a Group

 

 

422,378,749

 

 

 

12.2 %

 

 

10,093,306

 

 

 

73.2 %

 

 

-

 

 

 

-

 

 

 

29.3 %

 

(1) Each outstanding share of Preferred D stock entitles the holder thereof to 100 votes on all matters submitted to a vote of the Company’s stockholders.
(2) Based on an aggregate of 3,504,460,889 shares of common stock outstanding at March 30, 2020.
(3) Based on an aggregate of 13,795,104 shares of preferred D stock outstanding at March 30, 2020.
(4) Common stock holdings includes 126,166,322 shares of common stock held by California Molecular Electronics Corp., of which Dr. Leonard is the sole officer and director.
(5) Each Preferred E share has the voting rights of all other voting shares combined, multiplied by 0.00001.
(6) Based on an aggregate of 40,000 shares of preferred E stock outstanding at March 30, 2020.

 

The mailing address for all directors, executive officers and beneficial owners of more than five percent of our common stock is 1846 E. Innovation Park Drive, Oro Valley, Arizona 85755.

 

Unless otherwise stated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our common and preferred stock beneficially owned by them. For purposes hereof, a person is considered to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof, upon the exercise of warrants or options or the conversion of convertible securities. Each beneficial owner's percentage ownership is determined by assuming that any such warrants, options or convertible securities that are held by such person (but not those held by any other person) and which can be exercised within 60 days from the date hereof, have been exercised.

  

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Changes in Control

 

We are not aware of any arrangement, the operation of which may at a subsequent date result in a change of control of the Company.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

 

For the years ended December 31, 2019 and 2018, certain related parties made cash payments to the Company and the Company made cash payments to the related parties (see Note 4 to the financial statements).

 

Director Independence

 

As our common stock is currently traded on the OTC Bulletin Board, we are not subject to the rules of any national securities exchange which require that a majority of a listed company’s directors and specified committees of the board of directors meet independence standards prescribed by such rules.

 

Item 14. Principal Accountant Fees and Services

 

Audit and Review Fees. We paid M&K, CPAS, PLLC for audit and review fees of $32,500 for 2019 and $21,100 for 2018.

 

Tax Fees. We have not paid any money for tax related services.

 

All Other Fees. We have not paid any money for other fees.

 

Audit Committee pre-approval policies and procedures. The entire Board of Directors, which acts as our audit committee, approved the engagement of M&K, CPAS, PLLC.

 

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PART IV

 

Item 15. Exhibits, Financial Statement Schedules, Signatures

 

Exhibit No.

 

Description of Exhibit

3.1

 

Articles of Incorporation of Roadships Holdings, Inc. filed as exhibit 3.1 with our Form 8-K/A filed April 20, 2009 and incorporated herein by reference

3.2

 

Bylaws of Roadships Holdings, Inc. filed as exhibit 3.2 with our Form 8-K/A filed April 20, 2009 and incorporated herein by reference

3.3*

 

Amended and Restated Certificate of Incorporation filed with our Form 8-K filed November 5, 2015 and incorporated herin by reference.

3.4*

 

Certificate of Amendment authorizing 6,100,000,000 shares, filed April 12, 2019

3.5*

 

Certificate of Amendment authorizing 5,100,000,000 shares filed June 12, 2019

3.6*

 

Certificate of Amendment authorizing 4,500,000,000 shares filed August 7, 2019

21.1*

 

Subsidiaries of the registrant

31.1*

 

Certification pursuant to Section 302 of the Sarbanes-Oxley act of 2002

32.1*

 

Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley act of 2002 (18 U.S.C. section 1350)

 _____

*Filed herewith

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Tautachrome, Inc.

 

 

 

 

/s/ Dr. Jon Leonard

 

 

 

Dr. Jon Leonard

 

Date: March 30, 2020

 

Chairman, Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

/s/ David LaMountain

 

 

 

David LaMountain

 

Date: March 30, 2020

 

Director, Chief Operating Officer

 

 

 

In accordance with the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

 
46

 

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