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, 20182020

Commission file number 333-141907000-55721

TAUTACHROME, INC.

(Name of Small Business Issuer in Its Charter)

1846 E. Innovation Park Drive,

Oro Valley, Arizona 85755

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

(520) 318-5578

(Registrant’sRegistrant's telephone number, including area code)

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

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

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 ☒   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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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, 2018,2020, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $6,592,777$13,418,542 (based on the closing price of $0.0078$0.0043 on June 30, 20182020 on the OTCQB)OTC Markets).

As of April 10, 2019,March 18, 2021, the registrant had 2,871,747,0624,243,606,416 shares of its common stock outstanding.

Documents Incorporated by reference: None.

TAUTACHROME, INC.

FORM 10-K

For the Years Ended December 31, 20182020 and 20172019

TABLE OF CONTENTS

PART 1 – FINANCIAL INFORMATION
		3
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		11	9
PART II - OTHER INFORMATION
		10
Item 5.	Market for Common Equity and Related Stockholder Matters		12	10
Item 6.	Selected Financial Data		13	10
Item 7.	Management’s Discussion and Analysis or Plan of Operation		13	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		17	15
Item 8.	Financial Statements and Supplemental Data		18	16
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure		37	35
Item 9A.	Controls and Procedures		37	35
Item 9B.	Other Information		38	36
PART III
Item 10.	Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act		39 37
Item 11.	Executive Compensation		42	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		44	42
Item 13.	Certain Relationships and Related Transactions, and Director Independence		45	43
Item 14.	Principal Accountant Fees and Services		45	43
PART IV
			44
Item 15.	Exhibits, Financial Statement Schedules, Signatures		46	44

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PART 1 – 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,”"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”"Company," "we," "us" or “our”"our" are to Tautachrome, Inc. and our wholly owned subsidiaries.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) (https://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“out of nowhere.” A recent surprise was the arrival in the internet applications space ofis blockchain technology, which isa technology empowering enterprises of all sizesentities  to create ecosystems of trade based on self-introduced and globally useable cryptocurrencies. The arrival of blockchainsecure trading currencies. Blockchain technology has added a significant new and leading element to Tautachrome’s business plans and activities. TheIn addition, the subsequent development of a new patent pending technology dubbed ArKARknet technology that exploits augmented reality in a new solution to the purchasing interaction between global consumers and providers is a brand new surprise, and has been licensed by the Company for development.

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

1.

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

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	2.	KlickZie’s blockchain cryptocurrency based ecosystem: our recently added activity to create our own KlickZie blockchain and cryptocurrency to incentivize user download of KlickZie products and to provide a crypto based monetary stream to the Company, and
	3. 2.	KlickZie’s blockchain trading currency ecosystem: our recently addedactivity 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

1.ARk Business Activity

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

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

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

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

We envision a KlickZie ArKnetARknet with billions of users and ArKsARks 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:https://myarknet.io.

2. KlickZie blockchain trading currency

In Septemberlate 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 transactions on a cryptocurrency ecosystem with a cryptotoken designated “KLK.”“KLK” currency. The KLK cryptotoken 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 forto conduct widescale buying, selling and licensing of KlickZie pictures and videos.

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TheOur development team that was formed, consists of individuals from the blockchain development company Kelecorix, Inc., and individuals from the image storage company Honeycomb Digital, LLC. The team is developinghas developed the software and architecture for the implementation of a simple KlickZie app that seekseeks to implement the ownership properties of KlickZie imaging, which coupled with the blockchain-based ownership of KLK cryptotokens, could then be used to trade and license image ownership.

A monetizing ecosystem for the KlickZie app user aims to provide value to KlickZie users as well as to the Company and its shareholders.imaging.

Like other blockchains, the zChain is intended to run in a decentralized manner without any management or oversight. Its utility to KlickZie app users would come from “smartmanner. “Smart contracts” residing on the zChain implementingwould implement the buying, selling licensing and other trading features on the zChain. Its utility to the CompanySuch smart contracts would come from two sources. The first isimplement a commission on zChain smart contract transactions that involve participation by the Company to complete (for instance the certification of the validity of KlickZie imagery when requested). The second is the use of KLK tokens to provide incentives for smartphone users to download and use the KlickZie app with the aim of encouraging a rapid growth in the KlickZie userbase.

with the KLK token in place we seek to provide a new value to the KlickZie app user through the transfer of additional wealth to the user. Because KlickZie users own the imagery they create, itsthe use of KlickZie imagery by others, including advertises wishing to engage with them,advertisers, could do sobe done through the execution of a smart contract on the zChain transferring KLK currency from the advertiser to the user in exchange for the receipt of advertising imagery from the advertiser.user.

3.	KlickZie technology-based business activity

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 completely trustable to any third partyothers seeing it, will have substantial value . With such a systemWe would like to see only two kinds of imagery willcome to exist on the web: On the one hand imagery whose trustworthiness everybody can be certain of, and on the other hand 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.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 the 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.

How KlickZie technology is intended to work: The KlickZie Activationimaging 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

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, from every source, and to ensure that activated pictures and videos can be completely trusted imagery.trusted.

KlickZie Product Rollout

	·	Phase 1:1: Build the minimal testable KlickZie system –including the ArkArknet app and activated digitaltrusted imaging appsapp and the service cloud (Rev 1 KlickZie system), identifying and fixing functionality deficiencies and user experience and interface hiccups, building a loyal base of early adopters and defining Rev 2.cloud.
	·	Phase 2: Build and release Rev 2Release the KlickZie system into a limited audience to optimize user experience and user interfaces, to define, build, test and finalize viral growth methodology, to finalizeset up the smartphone apps, to test/finalize theKlickZie cloud subsystem for global scale up, to build a seed population of up to 200,000 contented users, and to plan global rollout.
	·	Phase 3: Roll out the KlickZie system of ArKs,ARks, trusted imaging, and the KLK digitaltrading 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:

	·	ArKARk licensing fees paid by ArK-usingARk-using providers
	·	Well behaved advertising paid in both fiat currency and KLKs.
	·	User premium service fees.
	·	Enterprise revenuepaid by entities licensing our technologies for enterprise usages.

Funding

We plan on, and are now seeking,to continue raising funds to finance KlickZie product rollout.

The Company intends to offer its KLK cryptotokens to the public in an offering to be registered under the Securities Act of 1933, for the purpose of raising up to $100 million in proceeds to further develop our ArK technology platform, our activated imagery technology and our KlickZie high speed zChain blockchain in support of a KLK-based crypto transaction ecosystem. The CompanyOngoing financing is currently plans to effect the proposed offering through a KLK token website managedbeing accomplished by the Company.

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The proposed offering will take place both with offerings under Reg D exemption or Reg S exclusions, and with a public offering as soon as practicable upon effectiveness of a registration statement to be filed with the SEC. We can give no assurance that such a registration statement will ever be effective or that such a public offering will take place as anticipated or at all.

This disclosure does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor will there be any offer, solicitation orequity sale, of securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction

In addition, financing may be accomplished by incurring debt, and by equity sale or through other innovative means. There can be no assurances given that any of our funding efforts will be successful.

First KlickZie revenues

Apart from Company revenues from the sale its KLK cryptotokens to the public as disclosed in the section above, ourOur Plan of Operations for KlickZie based revenue is preparedlooks for first revenues from ArKARk 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 halted smartphone app named PhotoSweep has also been shelved for the time being.inin preference to a strict focusing on the KlickZie business activity.

Competition

With regard to the internet applications in general, competition is intense. For example, accordingAccording to Statista by mid-2015 there were more than three million differentare millions of smartphone applications available to users. We think it is likely that this number has only increased since then. In spaces that are this crowded thethe 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 ArKthe 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 arehave been Digimarc, BatchPhoto, and hirdlightThirdlight who markethave marketed such processes for purposes of protecting intellectual property. To our knowledge none of these is turninghas turned the smartphone into a generally trustable imager or an advanced image-based communicator as envisioned here, whichhere. 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, haswhich entered the arena of smartphone trusted imagery, with patented technology.also has patents related to trusted imagery. We have reviewed Truepic’s patent claims and believe that our planned applications willdo not infringe their claims.

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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: 520 288 1908). The space is being provided by management on a rent free basis. We have no intention of finding, in the near future, another office space to rent during this stage of the Company.

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

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 on 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’selse'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 prospectus,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:

Intangible Properties: trade secrets, know-how, and continuing technological innovation

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.

Item 3.  Legal Proceedings

The Company is currently involved in the following legal proceedings. Except as provided in this prospectus, we are not aware of any other pending or potential legal actions.

Richard Morgan

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 entity 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”).

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Filing and service

A first lawsuit was filed in the SuperiorUnited States District 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.

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,October 10, 2017, the Company and its CEO were servedreceived 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 second lawsuitvariety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by Morgan alleging thatsilence, with the Company’s intellectual property assets that were transferred to itEEOC with complaints of termination by Clickracial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under the May 21, 2015 mergerSarbanes-Oxley provisions, and with various regulatory agencies with accusations of the Company with Click, were fraudulently removed from Click/BH, and seeks to have them returned to Click/BH.

Effect on the Financial Statements

During the year ended December 31, 2017 we 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 value of $60,000, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation.

Eric L. McRae

United States District Courtan  unspecified nature.

On October 12, 2017, Eric L. McRae of Sedgwick County, Kansas (“McRae”), filed a complaint, later amended twice,  against the Company in the United StatesUS District Court for the District ofin Kansas. The complaint was amended on November 14, 2017 and again on December 19, 2017. The amended complaint alleges 1) that the Company breached a written agreement for thein an alleged employment of McRae by failing to pay him 35 million35,000,000 shares of the Company’s common stock and terminating his employmentassociation 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 McRae that it intendedhim of an intent to receive the benefit of his services without compensatingwhile harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with McRaehim to provide him with 185 million185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note for $50,000 by failing and refusing to repay McRae for allhim the principal and accrued interest thereunder. The complaint seeks damagesComplaint number 4 is now moot in excessthe belief of $75,000.

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Thethe 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 remainsmoot.  These matters remain before the Court.

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.

KHRC and EEOC

On December 12, 2017, McRae filed a complaint againstbrought the Company withbefore 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. The complaint also allegesretaliation, and that the Company discriminated against McRaehim in the terms of histhis alleged employment because of race.  The Company has responded to the complaint, denying each of McRae’s allegations and providing its own version of events. The matter is presently stayed pending McRae’s determination as to whether to submit his claim for mediation.

Office of the WhistleblowerKansas Human Rights Commission dismissed this claim.

On December 8, 2017, McRae filed a complaint with the Occupational Safety and Health Administration (the “OSHA”“OSHA”) of the United States Department of Labor,, 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 Section 806 of the Sarbanes-Oxley Act of 2002.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 versionpresentation of events. Thethe facts. McRae dismissed the OSHA claim with prejudice, and the matter remains before the OSHA.cannot be brought again.

On May 5, 2020 the Company settled with the McRae estate for 50 million common shares.  We valued the shares at the settlement date (May 5, 2020 on which date our closing price was $0.0029) and recorded a Gain on Litigation in the amount of $105,000, a reduction of the amount of the liability to $145,000 as a result of that revaluation.  We issued the shares on May 18, 2020.

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 OTCQBOTC 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:

At December 31, 2018, there were 1,932,483,910 shares of our common stock issued and outstanding.

Holders

On December 31, 2018,2020, the Company had approximately 577585 stockholders of record. The number of record, holders was determined from the records of our transfer agent and does not includeapproximately 7,004 beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.agencies, for a total of approximately 7,589 beneficial owners of shares of common stock.

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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

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, 20182020 and December 31, 2017.2019. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the fiscal years ended December 31, 20182020 and December 31, 2017.2019.

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 novery little revenue.

The Company’s audited consolidated financial statements and the accompanying notes for the years ended December 31, 20182020 and December 31, 2017,2019, 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 $635,027$90,344 and $159,416$1,014,724 for the years ended December 31, 20182020 and 2017,2019, respectively, with recurring losses and negative working capital of $2,589,561$3,867,587 and $1,442,987$4,329,297 as at December 31, 20182020 and 2017,2019, 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.

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Results of Operations for the Years ended December 31, 2018,2020, and 20172019

Net Gain versus NetComprehensive Loss

The Company realized a net comprehensive loss of $4,103,126$2,874,525 for the year ended December 31, 20182020 compared to a net comprehensive gainloss of $1,720,905$3,388,979 for the year ended December 31, 2017.2019.

Revenue and Cost of Sales

The Company did not earn anyrecognized $1,015 in revenue duringfor the yearsyear ended December 31, 2018 or2020 versus $209 in 2019. The company has two sources of revenues:  the online sales platform in which we take a 2% fee for all merchant sales made on the platform and promotional products such a t-shirts.  Cost of sales were $371 for the year ended December 31, 2017.2020 versus non in 2019.

Operating Expenses

The Company’s total operating expenses for the year ended December 31, 20182020 were $2,619,916$1,625,789 compared to $317,631$1,171,816 for the year ended December 31, 2017,2019, an increase of  $365,285 (115%$453,973, or 39%).

For the year ended December 31, 2017,2020, the Company incurred general and administrative expenses of $782,916$607,274 compared to $317,631$617,877 for the year ended December 31, 2017, an increase2019, a decrease of $2,302,285 (725%$10,603 (2%) primarily attributable to increased software development activity and increasesoffset by decreases in legalconsulting costs to fight our existing lawsuits.. The following table sets out the material components of the Company’s general and administrative expenses for the years ended December 31, 20182020 and 2017.2019.

		Year Ended December 31,
Category of General and Administrative Expense		2018				2017
Legal and accounting fees		$	280,578				127,454
Consulting - stock-based compensation			1,896,741				84,232
Other professional services			221,792				40,052
Office and occupancy costs			167,245				39,360
Advertising and promotion			22,343				23,817
Other			31,217				2,716
Total		$	2,619,916			$	317,631

Research and development

Other ExpensesResearch and development costs were $1,014,894 in 2020 versus $553,939 in 2019 owing to increased development activity.

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.Other Expenses

During the year ended December 31, 2018,2020, we recorded a lossgain of $105,000 on our settlement of the settlementMcRae affair (See Note 6 to Morgan of $55,000.the financial statements).  We had no such gains in the previous year.

During the year ended December 31, 2018,2019, we recordedhad losses of $41,278 on conversionssettlements of debt to equity.of $96,993.  We had no such losses duringin the previouscurrent year.

The Company recorded an$1,021,100 of interest expense of $1,363,437 during the year ended December 31, 2018 compared2020 versus $568,828 during the previous year.  About $400,000 was due to $266,924 for the year ended December 31, 2017, an increase of $1,096,513 (410%). The increase isin discount amortization due to fivethe introduction of derivative liabilities associated with the issuance of new convertible promissory notes which contained initial derivatives which we accounted for as debt discounts and are amortizing to interest expense.notes.

During the year ended December 31, 2018,2019, we had $127,031 of losses on conversion of debt.  During 2020, we had 37,267 of such losses.

During the year ended December 31, 2020, we recorded a changeloss on changes in the value of our derivative liabilities in the amount of $96,843. We had no such item in 2017.$215,812 compared to a loss of $1,426,354 for the year ended December 31, 2019.

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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 gainloss of $80,662$80,201 for the year ended December 31, 2018,2020, compared to a lossgain of $67,208$1,837 for the year ended December 31, 2017.2019. 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 not generated only $1,221 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, 2018,2020, the Company had $6,243$114,527 in cash and $2,595,804$3,982,114 in current liabilities resulting in a working capital deficit of $2,589,561.$3,867,587. 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, 2018,2020, the Company used net cash of $635,027$910,344 in operating activities compared to $159,416$1,014,724 for the year ended December 31, 2017.2019. The increasedecrease was primarily attributable to increased software development and legal fees.decreased net losses.

The Company’s average monthly cash burn rate was $52,919$75,862 during the year ended December 31, 2018,2020, compared to $13,285$84,560 for the year ended December 31, 2017.2019. 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.

Investing Activities

The Company did not use any net cash for investing activitiespurchased on hend-held self-positioning white light scanner system during the year ended December 31, 2018.2020.  The original cost was $43,447.

Financing Activities

The Company received net cash of $550,882$1,125,215 from financing activities during the year ended December 31, 2018,2020, consisting of $633,000 in proceeds from convertible promissory notes, $100,000 of proceedsprimarily from the issuance of crypto-currency notes payable and $2,130 of loans by management, offset by $162,298 in note repayment and $21,950 in related-party loan repayments.convertible notes. During the year ended December 31, 2017, the Company2019, we received a net cash of $234,500 through its$1,038,010 from financing activities consistingwhich, again, we primarily from the issue of $213,040 in proceeds from convertible promissory notes and $53,153 in management loans, offset by $30,693 in note repayments and $1,000 in related-party loan repayments.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.

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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.

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 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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 20182020 and 2017,2019, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period then ended, December 31, 2018, and the related notes and schedules (collectively referred to as the financial statements)"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the years in the two-year periodthen ended December 31, 2018, 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.PCAOB .

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits 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 the 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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Convertible Notes Payable and Derivative Liabilities

As discussed in Note 5, the Company borrows funds through the use of convertible notes payable that contain a conversion price that may be fixed or fluctuates with the stock price. Due to the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.

We evaluated management’s conclusions regarding their derivative liability and reviewed support for the significant inputs used in the valuation model, as well as assessing the model for reasonableness.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 32 to the financial statements, the Company has suffered a net losslosses 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 describeddiscussed in Note 3.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC 

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

2018 

Houston, TX

March 30, 2021     

April 16, 2019

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Consolidated Balance Sheets

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

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Consolidated Statements of Operations

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’ Equity (Deficit)

From December 31, 2016 to December 31, 2018

		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, 12/31/16			1,672,789,717			$	16,728				13,795,104				1,380			$	3,421,595			$	10,586			$	82,748			$	(7,081,154	)		$	(3,548,117	)
Shares issued for conversion of debt			8,493,243				85				-				-				54,080				-				-				-				54,165
Shares issued for services			6,700,000				67				-				-				84,262				-				-				-				84,329
Shares retired from consultant			(2,041,324	)			(20	)			-				-				20				-				-				-				-
Shares earned by consultant			-				-				-				-				-				12,600				-				-				12,600
Beneficial conversion feature of convertible notes			-				-				-				-				209,040				-				-				-				209,040
Imputed interest			-				-				-				-				18,678				-				-				-				18,678
Effect of foreign currency exchange			-				-				-				-				-				-				(67,208	)			-				(67,208	)
Net income			-				-				-				-				-				-				-				1,788,113				1,788,113
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
Series E Preferred 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	)

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

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Consolidated Statements of Cash FlowsOperations

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

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