Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Sep. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | TAUTACHROME INC. | |
Entity Central Index Key | 1,389,067 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,000,633,430 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 26,531 | $ 15,428 |
Prepaid expenses | 3,564 | |
Total current assets | 30,095 | 15,428 |
Non-current assets: | ||
Intangible assets, net of accumulated amortization of $27,249 and $0 as of March 31, 2016 and December 31, 2015, respectively | 365,351 | |
TOTAL ASSETS | 395,446 | 15,428 |
LIABILITIES | ||
Accounts payable and accrued expenses | 206,501 | 181,275 |
Bank overdraft | 89 | 89 |
Accounts payable - related party | 638 | 722 |
Accrued interest - related party | 7,672 | 6,637 |
Loans from related parties | 101,868 | 80,108 |
Convertible note payable, related party | 22,160 | 22,160 |
Short-term convertible notes payable, net of discounts of $53,660 and $0 at March 31, 2016 and December 31, 2015, respectively | 569,342 | 409,456 |
Short-term notes payable | 16,860 | 16,025 |
Derivative liability | 23,812 | |
Total current liabilities | 925,130 | 740,284 |
Long-term convertible notes payable, net of discounts of $50,085 and $5,052, respectively | 18,415 | 104,948 |
Total non-current liabilities | 18,415 | 104,948 |
TOTAL LIABILITIES | 943,545 | 845,232 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.00001 par value. Four billion shares authorized. 3,000,633,430 and 2,987,633,430 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 30,006 | 29,876 |
Additional paid in capital | 2,149,237 | 1,539,442 |
Accumulated deficit | (2,774,880) | (2,480,423) |
Effect of foreign currency translation | 47,538 | 81,301 |
TOTAL STOCKHOLDERS' DEFICIT | (548,099) | (829,804) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 395,446 | $ 15,428 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Non-current assets: | ||
Intangible assets, net of accumulated amortization | $ 27,249 | $ 0 |
LIABILITIES | ||
Short-term convertible notes payable, net discounts | 53,660 | 0 |
Long-term convertible notes payable, net discounts | $ 50,085 | $ 5,052 |
STOCKHOLDERS' DEFICIT | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 |
Common stock, shares issued | 3,000,633,430 | 2,987,633,430 |
Common stock, shares outstanding | 3,000,633,430 | 2,987,633,430 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
OPERATING EXPENSES | ||
General and administrative | $ 123,595 | $ 40,691 |
Depreciation, depletion and amortization | 27,249 | |
Total operating expenses | 150,844 | 40,691 |
Operating loss | (150,844) | (40,691) |
OTHER INCOME / (EXPENSE) | ||
Interest expense | (143,613) | (438) |
Total other | (143,613) | (438) |
Net loss | (294,457) | (41,129) |
OTHER COMPREHENSIVE LOSS | ||
Effect of foreign currency exchange | (33,763) | |
Net comprehensive loss | $ (328,220) | $ (41,129) |
Net loss per common share - basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding | 2,998,490,573 | 1,787,285,368 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Stock Payable | Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 1,184,906,041 | |||||
Beginning Balance, Amount at Dec. 31, 2014 | $ 11,848 | $ 1,441,712 | $ 26,667 | $ (1,485,038) | $ (4,811) | |
Shares issued for services, Shares | 6,156,179 | |||||
Shares issued for services, Amount | $ 62 | 73,539 | (26,667) | 46,934 | ||
Imputed interest | 7,504 | 7,504 | ||||
Effect of reverse merger, May 21, 2015, Shares | 1,796,571,210 | |||||
Effect of reverse merger, May 21, 2015, Amount | $ 17,966 | (389,267) | (371,301) | |||
Effect of foreign currency exchange | 81,301 | 81,301 | ||||
Beneficial conversion feature of convertible notes | 405,954 | 405,954 | ||||
Net loss | (995,385) | (995,385) | ||||
Ending Balance, Shares at Dec. 31, 2015 | 2,987,633,430 | |||||
Ending Balance, Amount at Dec. 31, 2015 | $ 29,876 | 1,539,442 | 81,301 | (2,480,423) | (829,804) | |
Acquisition of Photosweep, LLC, Shares | 13,000,000 | |||||
Acquisition of Photosweep, LLC, Amount | $ 130 | 353,470 | 353,600 | |||
Effect of debt modifications | 18,760 | 18,760 | ||||
Imputed interest | 3,032 | 3,032 | ||||
Effect of foreign currency exchange | (33,763) | (33,763) | ||||
Beneficial conversion feature of convertible notes | 234,533 | 234,533 | ||||
Net loss | (294,457) | (294,457) | ||||
Ending Balance, Shares at Mar. 31, 2016 | 3,000,633,430 | |||||
Ending Balance, Amount at Mar. 31, 2016 | $ 30,006 | $ 2,149,237 | $ 47,538 | $ (22,774,880) | $ (548,099) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | $ (294,457) | $ (41,129) | $ (995,385) |
Depreciation, depletion and amortization | 27,249 | ||
Stock-based compensation | 35,638 | ||
Amortization of discounts on notes payable | 130,788 | ||
Imputed interest | 3,032 | 7,504 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (3,564) | ||
Accounts payable and accrued expenses | 47,588 | (5,016) | |
Accounts payable - related party | 951 | ||
Net cash used in operating activities | (88,413) | (10,507) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Purchase of Photosweep, LLC | (39,000) | ||
Net cash used in investing activities | (39,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from convertible notes payable | 150,518 | ||
Cash proceeds from related-party loan | 30,078 | (1,500) | |
Principal payments on related-party loans | (8,317) | ||
Net cash provided by financing activities | 172,279 | (1,500) | |
Effect of foreign exchange transactions | (33,763) | ||
Net increase/(decrease) in cash | 11,103 | (12,007) | |
Cash and equivalents - beginning of period | 15,428 | 23,705 | 23,705 |
Cash and equivalents - end of period | 26,531 | 11,698 | $ 15,428 |
SUPPLEMENTARY INFORMATION | |||
Cash paid for interest | |||
Cash paid for income taxes | |||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | |||
Discounts on convertible notes | 239,533 | ||
Common stock for Photosweep acquisition | 353,600 | ||
Note modification | $ 23,812 |
Organization and Nature of Busi
Organization and Nature of Business | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 1 - Organization and Nature of Business | History Tautachrome, Inc. (formerly Roadships Holdings, Inc.) was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Tautachrome, Inc. and hereinafter be collectively referred to as Tautachrome, the Company, we or us). The Company adopted the accounting acquirers year end, December 31. Our Business The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival seemingly from out of nowhere- of wholly new business universes. Click is developing a system branded KlickZie aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others. The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | Consolidated Financial Statements In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2016. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2015, as reported in Form 10-K filed with the Securities and Exchange Commission on July 5, 2016. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. Principles of Consolidation Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. Reverse Merger and Successor / Predecessor Presentation On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones (See Note 6). Because the shareholders of Click collectively control the Company immediately after the transaction, we deemed the transaction a reverse merger for accounting purposes. In a reverse merger, Click is considered the acquirer and Tautachrome is considered the acquiree. Therefore, financial history of Click is presented instead of that of Tautachrome, Inc. From May 21, 2015 forward, the financial statements are those of Tautachrome, Inc. with all previously reported subsidiary activity and including the activity of Click. Property, Plant and Equipment We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the assets useful life. Foreign Currency Risk We currently have two subsidiaries operating in Australia. At March 31, 2016 and December 31, 2015, we had $22,273 and $3,648 Australian Dollars, respectively ($17,069 and $2,657 US Dollars, respectively) deposited into Australian banks. Long-Lived Assets, Intangible Assets and Impairment In accordance with U.S. GAAP, the Companys long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management 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. Actual results could differ from those estimates. Net Loss Per Share Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2016 and 2015 as the effect of our potential common stock equivalents would be anti-dilutive. Recent Accounting Pronouncements In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 3 - Going Concern | We have not begun our core operations in the technology industry and have not yet acquired the assets to enter this markets and we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter this markets or, upon doing so, that we will generate positive cash flows from operations. Substantial doubt exists as to Tautachromes ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | For the three months ended March 31, 2016, we had the following transactions with the Twenty Second Trust (the Trust), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent: · We received $30,078 in cash loans to pay operating expenses and repaid $8,317 of principal. · We accrued $1,035 of interest · The 22 nd The outstanding balance due to the 22 nd 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 ("Jon") under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. The outstanding loan amount at March 31, 2016 and December 31, 2015 is $22,160. The terms of the note provide that at the Companys 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 $437 was recorded as additional paid-in capital for the three months ended March 31, 2016. The Company evaluated Dr. Leonards note for the existence of a beneficial conversion feature and determined that none existed. On September 18, 2015, we entered into an agreement with Novagen Ingenium Inc, a Nevada corporation (Novagen) under which we agreed to sell to Novagen all of the transportation assets of Roadships which had, at the time of the exchange, carrying values of zero, for 2,000,000 shares of Novagen common stock. Shares of Novagens common stock are quoted under the symbol NOVZ on the OTC Pink operated by OTC Markets Group, Inc. Novagens controlling shareholder is Micheal Nugent who is on our Board of Directors and is a major shareholder. Since the shares represent a transaction with a related party, we recorded the value of these shares at zero. On August 9, 2015, we issued a $5,000 convertible promissory note to the brother of our Board Chairman and Chief Executive Officer in return for cash. The terms of this note are provided in Note 7, subheading Convertible Notes Payable |
Capital
Capital | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 5 - Capital | At March 31, 2016 and December 31, 2015, we had 3,000,633,430 and 2,987,633,430 common shares issued and outstanding, respectively, from a total of four billion authorized. On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note. During the year ended December 31, 2015, we issued 6,156,179 shares for services to several consultants according to our agreements with them. We valued these shares at the pre-merger valuation which was based on private equity raises done in 2013 and 2014 ($0.012 per share) and recorded an increase in Capital Stock and Additional Paid in Capital of $73,601. Included in these shares were shares promised and accrued for before December 31, 2014. We therefore reduced Common Stock Payable by $26,667 to zero. On May 21, 2015, we issued 1,796,571,210 common shares to the shareholders of Click Evidence, Inc. in exchange for all the issued and outstanding shares of that Company (see Note 6), effecting the merger between Click and Roadships. As described in Note 6, on January 15, 2016 we issued 13 million shares to acquire all of the members interests in Photosweep, LLC. We valued the common stock at the grant date fair value, and included this amount in our acquisition cost of $353,600, or $0.027 per share. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increase Additional Paid in Capital. For the three months ended March 31, 2016, we imputed $3,032 of such interest. We imputed $7,504 of such interest during the year ended December 31, 2015. Beneficial Conversion Features As discussed in Note 7, we issued certain promissory notes in Australia and the United States containing beneficial conversion features, and we modified existing promissory notes in the United States which resulted in additional beneficial conversion features. These new issuances and modifications resulted in an increase to Additional Paid in Capital of $118,758. We recorded $405,954 of such beneficial conversion features during the year ended December 31, 2015. Preferred Stock On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock. Class A and B Convertible Preferred Stock have the following attributes: Series A Convertible Preferred Stock The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion. The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding. Series B Convertible Preferred Stock Each share of Series B Preferred Stock is convertible at par value $0.0001 per share (the Series B Preferred), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001 per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock. Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock. The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory. The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares. The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on managements interpretation of the Company bylaws and Certificate of Designation. There are no Series A or B Convertible Preferred Stock outstanding at March 31, 2016 or December 31, 2015. |
Business Combination and Acquis
Business Combination and Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 6 - Business Combination and Acquisitions | Acquisition of Click Evidence, Inc. On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones. Under the terms of the Acquisition, we issued 1,796,571,209 shares of our common stock from treasury in exchange for 14,239,705 shares of Click common stock. As a result of the Acquisition, Click has become a wholly-owned subsidiary of the Registrant. The Roadships shares were issued by the Registrant at a deemed price of $0.0012 per share to 16 Click shareholders (the Click Shareholders) on the basis of 83.644 Roadships shares for each of the issued and then outstanding Click Shares. The number of Roadships shares issued for the Click Shares was determined by negotiation between the parties to the Acquisition and was approved by our board of directors as being fair and in the best interest of the Registrant. As a result of the issuance of the Roadships shares, Dr. Jon N. Leonard, the President, Chief Executive Officer and a director of Click, has acquired sole voting and investment control over 1,387,829,545 shares of Roadships common stock, representing 46.4% voting control of the Registrant. At the time of the Acquisition, Dr. Leonard directly owned 10,000,000 Click Shares and had sole voting and investment control over a further 1,000,000 Click Shares. We deemed the transaction a reverse merger and recorded no goodwill. Assets and liabilities of Click Evidence are as follows: Fair value of assets and liabilities obtained from Click Evidence Cash $ 10,597 Other current assets 2,000 Shareholder note payable (22,000 ) Net liabilities acquired $ (9,403 ) Upon merging the two companies, we closed all historical operating results prior to the reverse merger date of May 21, 2015 of Roadships and consolidated subsidiaries to Additional Paid in Capital. Operating results and cash flows and historical equity presented in this report and subsequent reports will be that of Click Evidence, Inc. A summary of pro-forma financial information for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 Total assets $ 395,446 $ 19,254 Total liabilities 943,545 329,099 Total stockholders' deficit (548,099 ) (309,845 ) Net loss (294,457 ) (123,269 ) Other comprehensive income (loss) (33,763 ) 5,847 Net comprehensive loss (328,220 ) (117,422 ) Weighted average shares outstanding (basic and diluted) 2,998,490,573 2,987,633,430 Net loss per share (basic and diluted) (0.00 ) (0.00 ) Sale of Roadships Holdings Assets On September 18, 2015, we entered into an agreement with Novagen Ingenium Inc, a Nevada corporation (Novagen) under which we agreed to sell to Novagen all of the transportation assets of Roadships which had, at the time of the exchange, carrying values of zero, for 2,000,000 shares of Novagen common stock. Shares of Novagens common stock are quoted under the symbol NOVZ on the OTC Pink operated by OTC Markets Group, Inc. Novagens controlling shareholder is Micheal Nugent who is on our Board of Directors and is a major shareholder. Since the shares represent a transaction with a related party, we recorded the value of these shares at zero. The description of the terms and conditions of the Share Exchange Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which is filed as Exhibit 10.1 to Form 8-K filed with Commission on September 21, 2015 and is herein incorporated by reference. The sale of these assets to Novagen was completed on September 18, 2015. As a result, Novagen has acquired all of the Transport Assets and we have exited the transport and shipping business. Management intends to focus all the resources of the registrant on the development and commercialization of its smartphone imaging technology. Acquisition of Photosweep, LLC. On January 15, 2016, we acquired all of the members interests of Photosweep, LLC (Photosweep), an Arizona limited liability company. Under the terms of the Acquisition, the Registrant paid $39,000 and issued 13 million shares of its common stock to acquire all the members interests in Photosweep from Jeremy Snyder, Sara Snyder, Richard and Candice Snyder, Quazar Enterprises Limited and Carrington Capital Group Limited. We valued the common stock at the grant date fair value, and recorded an acquisition cost of $353,600, or $0.027 per share. We are currently amortizing these costs over a three year period and will evaluate the asset for impairment at year end once we determine the nature and scope of the revenue-generation potential of Photosweep. For the three months ended March 31, 2016, we amortized $27,249 of this intangible asset to expenses. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 7 - Debt | Our debt in certain debt categories went from $632,697 at December 31, 2015 to $728,645 at March 31, 2016 as follows: 12/31/15 03/31/16 Loans from related parties $ 80,108 $ 101,868 Convertible notes payable, related party 22,160 22,160 Short-term convertible notes payable 409,456 623,002 Discounts on short-term convertible notes payable - (53,660 ) Short-term notes payable 16,025 16,860 Long-term convertible notes payable 110,000 68,500 Discounts on long-term convertible notes payable (5,052 ) (50,085 ) Totals $ 632,697 $ 728,645 Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increase Additional Paid in Capital. For the three months ended March 31, 2016, we imputed $3,032 of such interest. We imputed $7,504 of such interest during the year ended December 31, 2015. Loans from related parties Loans from related parties went from $80,108 at December 31, 2015 to $101,868 at March 31, 2016, for an increase of $21,760. We borrowed $7,170 in cash from the 22 nd nd 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 (Jon) under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. At March 31, 2016, principal due on this loan was $22,160. We evaluated this instrument for the existence of a beneficial conversion feature and determined that none existed. The terms of the note provide that at the Companys 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 $437 was recorded as additional paid-in capital for the three months ended March 31, 2016. The Company evaluated Dr. Leonards note for the existence of a beneficial conversion feature and determined that none existed. Short-Term Convertible notes payable Short-term convertible notes payable went from $409,456 to $623,002, for an increase of $213,546. During the three months ended March 31, 2016, we borrowed AU$172,500 (about US$128,832) from 15 accredited investors in Australia. These promissory notes can be converted into shares of our common stock at the rate of AU$0.01 per share. These notes are callable by the maker at any time and bear interest at 5%. We evaluated these notes for beneficial conversion features and calculated a value of $118,758, all of which has been immediately expensed as interest expense as the notes are due on demand. At March 31, 2015, we had outstanding 105 such Australian convertible promissory notes, all of which have the same interest and conversion provisions. The aggregate unpaid principal on these instruments at March 31, 2015 and December 31, 2015 was $734,633 and $562,133, respectively. These instruments can convert into a maximum of 73,463,300 shares. No cash interest or principal payments have made, nor have any debt balances been converted to equity as of March 31, 2015. We accrued an aggregate of $4,749 in interest on these notes for the three months ended March 31, 2016. At that date, accumulated, unpaid interest amounted to $9,440. We reclassified $60,000 of unpaid principal on seven convertible promissory notes from long-term to short-term as their maturity dates are less than one year from the balance sheet date. Finally, we recorded a foreign exchange loss to Other Comprehensive Income in the amount of $33,763. For the three months ended March 31, 2016, we amortized $130,788 of debt discounts to interest expense. Long-Term Convertible Notes Payable Long-term convertible notes payable went from $110,000 to $68,500, for a decrease of $41,500. During the three months ended March 31, 2016, we borrowed $18,500 from three accredited investors in the United States. These notes bear interest at 5% and are due eighteen months from the date of the note (all of which mature during the first quarter of 2017). These three new promissory notes contain conversion privileges which vary depending upon the note date, but they may convert into an aggregate of 1,196,129 shares. We evaluated these promissory notes for beneficial conversion features and determined that they contain such features with a value of $5,776 which are being accounted for as a debt discount. On January 1, 2016, we re-negotiated the eight U.S.-Dollar-denominated promissory notes that were outstanding at December 31, 2015, in order to remove the ratchet provisions which required that we account for those provisions as a derivative liability. The fair value of the derivative liability was the same at January 1, 2016 as it was on December 31, 2015 which was $23,812. However, in so renegotiating, we granted the creditors new, lower conversion prices, which resulted in new debt discounts of $110,000. One of the seven accredited investors included in the above paragraph is the brother of our Board Chairman and Chief Executive Officer, Dr. Jon Leonard. This $5,000 related-party convertible promissory note is dated August 9, 2015, matures on February 26, 2017, pays interest at 5%, and may convert into 1,020,408 common shares. During the three months ended March 31, 2016, we also reclassified $60,000 of long-term convertible debt to short-term as their maturity dates are less than one year from the balance sheet date. For the three months ended March 31, 2016, we amortized $5,691 of long-term debt discounts to interest expense. The maximum aggregate amount of shares into which all convertible debt, long-term and short, may convert into common shares is 111,029,000. Short-term notes payable Short-term notes payable increased from $16,025 to $16,860 which was all due to foreign exchange effect. Derivative liability The above-referenced eight convertible promissory notes issued during the year ended December 31, 2015 (and which were re-negotiated on January 1, 2016) were analyzed in accordance with EITF 0705 and ASC 815. EITF 075, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 075 is to provide guidance for determining whether an equitylinked financial instrument is indexed to an entitys 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 nonderivative instrument that falls within the scope of EITF 0019 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock also hinges on whether the instrument is indexed to an entitys own stock. A nonderivative instrument that is not indexed to an entitys own stock cannot be classified as equity and must be accounted for as a liability. 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 5960. In valuing the derivatives, the following inputs were assumed: · The underlying stock price was used as the fair value of the common stock $0.02 as of 12/31/15; · The stock price projection was modeled such that it follows a geometric Brownian motion with constant drift and a constant volatility; · The stock projections are based on the Company historical annual volatilities using the term remaining for each Note and Valuation date and ranged from 311-338%. · An event of default would occur 0% of the time, increasing .50% per month to a maximum of 5.0%; · Capital raising events would occur quarterly at $150,000 per quarter through 2017 with potential dilutive resets for the Notes; · Discount rates were based on risk free rates in effect based on the remaining term and date of each valuation and instrument. · The Holder would redeem based on availability of alternative financing, 0% of the time increasing 0% monthly to a maximum of 0%; · The Holder would convert the note starting after 12 months to maturity (18 months from issuance) assuming the company was not in default subject to trading volume limits. 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, through December 31, 2015, 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 these seven instruments range from 5.0% to 10.6%. At each reporting date, we determine the fair market value for each derivative associated with each of the seven above instrument. At December 31, 2015, we determined the fair value of these derivatives were $23,812. We therefore included the difference in the Statement of Operations as Change in Fair Value of Derivatives for the year ended December 31, 2015. On January 1, 2016, we re-negotiated these notes with the creditors in order to remove the provisions in the notes which caused the derivative liability, namely the ratchet provisions which stipulate that the creditor may adjust the conversion price based on prices granted in subsequent capital raises. In re-negotiating this contract provision, we granted the creditors new conversion prices instead of the ratchet provisions. We therefore removed the derivative liability at December 31, 2015 on January 1, 2016 (whose one-day difference did not result in a change in fair value), and recorded an increase to Additional Paid in Capital of $18,760. Changes in derivative liabilities for the year ended December 31, 2015 and the three months ended March 31, 2016 are as follows: 12/31/15 03/31/16 Beginning Balance $ - 23,812 New issuances 5,930 - Retirements - (23,812 ) Changes in fair value 17,882 - Ending balance $ 23,812 $ - |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 8 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 03/31/16 12/31/15 Net operating loss carry-forward 1,400,683 1,109,259 Deferred tax asset at 39% $ 546,266 $ 432,611 Valuation allowance (546,266 ) (432,611 ) Net future income taxes $ - $ - 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 2030. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Note 9 - Subsequent Events | We have evaluated subsequent events through the date of this report. |
Basis of Presentation and Sum16
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Policies | |
Consolidated Financial Statements | In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending March 31, 2016. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, 2015, as reported in Form 10-K filed with the Securities and Exchange Commission on July 5, 2016. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented. |
Principles of Consolidation | Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. |
Reverse Merger and Successor / Predecessor Presentation | On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (Click), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones (See Note 6). Because the shareholders of Click collectively control the Company immediately after the transaction, we deemed the transaction a reverse merger for accounting purposes. In a reverse merger, Click is considered the acquirer and Tautachrome is considered the acquiree. Therefore, financial history of Click is presented instead of that of Tautachrome, Inc. From May 21, 2015 forward, the financial statements are those of Tautachrome, Inc. with all previously reported subsidiary activity and including the activity of Click. |
Property, Plant and Equipment | We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the assets useful life. |
Foreign Currency Risk | We currently have two subsidiaries operating in Australia. At March 31, 2016 and December 31, 2015, we had $22,273 and $3,648 Australian Dollars, respectively ($17,069 and $2,657 US Dollars, respectively) deposited into Australian banks. |
Long-Lived Assets, Intangible Assets and Impairment | In accordance with U.S. GAAP, the Companys long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. |
Use of Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management 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. Actual results could differ from those estimates. |
Net Loss Per Share | Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the three months ended March 31, 2016 and 2015 as the effect of our potential common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements | In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (ASU 2015-16). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Companys consolidated financial statements. In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (ASU 2015-14). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period. In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-03, InterestImputation of Interest (Subtopic 835-30) (ASU 2015-03), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations Tables | |
Purchase consideration and assets and liabilities | Fair value of assets and liabilities obtained from Click Evidence Cash $ 10,597 Other current assets 2,000 Shareholder note payable (22,000 ) Net liabilities acquired $ (9,403 ) |
A summary of pro-forma financial information | A summary of pro-forma financial information for the three months ended March 31, 2016 and 2015 are as follows: Three Months Ended March 31, 2016 2015 Total assets $ 395,446 $ 19,254 Total liabilities 943,545 329,099 Total stockholders' deficit (548,099 ) (309,845 ) Net loss (294,457 ) (123,269 ) Other comprehensive income (loss) (33,763 ) 5,847 Net comprehensive loss (328,220 ) (117,422 ) Weighted average shares outstanding (basic and diluted) 2,998,490,573 2,987,633,430 Net loss per share (basic and diluted) (0.00 ) (0.00 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Tables | |
Summary of debt | Our debt in certain debt categories went from $632,697 at December 31, 2015 to $728,645 at March 31, 2016 as follows: 12/31/15 03/31/16 Loans from related parties $ 80,108 $ 101,868 Convertible notes payable, related party 22,160 22,160 Short-term convertible notes payable 409,456 623,002 Discounts on short-term convertible notes payable - (53,660 ) Short-term notes payable 16,025 16,860 Long-term convertible notes payable 110,000 68,500 Discounts on long-term convertible notes payable (5,052 ) (50,085 ) Totals $ 632,697 $ 728,645 |
Changes in outstanding derivative liabilities | Changes in derivative liabilities for the year ended December 31, 2015 and the three months ended March 31, 2016 are as follows: 12/31/15 03/31/16 Beginning Balance $ - 23,812 New issuances 5,930 - Retirements - (23,812 ) Changes in fair value 17,882 - Ending balance $ 23,812 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Notes to Financial Statements | |
Summary of deferred income taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 03/31/16 12/31/15 Net operating loss carry-forward 1,400,683 1,109,259 Deferred tax asset at 39% $ 546,266 $ 432,611 Valuation allowance (546,266 ) (432,611 ) Net future income taxes $ - $ - |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Related Party Transactions Details Narrative | ||
Accrued interest - related party | $ 7,672 | $ 6,637 |
Loans from related parties | 101,868 | 80,108 |
Outstanding loan | 22,160 | $ 22,160 |
Imputed interest expense | 437 | |
Operating costs convenience | 19,840 | |
Remained unreimbursed | $ 13,636 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Capital Details Narrative | |||
Common stock, shares issued | 3,000,633,430 | 2,987,633,430 | |
Common stock, shares outstanding | 3,000,633,430 | 2,987,633,430 | |
Imputed interest | $ 3,032 | $ 7,504 |
Business Combination and Acqu22
Business Combination and Acquisitions (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair value of assets and liabilities obtained from Click Evidence | ||
Cash | $ 10,597 | |
Other current assets | 2,000 | |
Shareholder note payable | (22,160) | $ (22,160) |
Net liabilities acquired | $ (9,403) |
Business Combination and Acqu23
Business Combination and Acquisitions (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combination And Acquisitions Details 1 | ||
Total assets | $ 395,446 | $ 19,254 |
Total liabilities | 943,545 | 329,099 |
Total stockholders' deficit | (548,099) | (309,845) |
Net loss | (294,457) | (123,269) |
Other comprehensive income (loss) | (33,763) | 5,847 |
Net comprehensive loss | $ (328,220) | $ (41,129) |
Weighted average shares outstanding (basic and diluted) | 2,998,490,573 | 1,787,285,368 |
Net loss per share (basic and diluted) | $ 0 | $ 0 |
Business Combination and Acqu24
Business Combination and Acquisitions (Details Narrative) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Business Combination And Acquisitions Details Narrative | |
Amortization expenses intangible asset | $ 27,249 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Details | ||
Loans from related parties | $ 101,868 | $ 80,108 |
Convertible note payable, related party | 22,160 | 22,160 |
Short-term convertible notes payable | 569,342 | 409,456 |
Discounts on short-term convertible notes payable | (53,660) | |
Short-term notes payable | 16,860 | 16,025 |
Long-term convertible notes payable | 68,500 | 110,000 |
Discounts on long-term convertible notes payable | (50,085) | (5,052) |
Total Debt | $ 728,645 | $ 632,697 |
Debt (Details 1)
Debt (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Details 1 | ||
Derivative liability | $ 23,812 | |
Changes due to new issuances | 5,930 | |
Changes due to Retirements | (23,812) | |
Changes due to adjustments to fair value | 17,882 | |
Derivative liability | $ 23,812 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Debt | $ 728,645 | $ 632,697 | |
Imputed interest | 3,032 | 7,504 | |
Loans from related parties | 101,868 | 80,108 | |
Foreign exchange adjustment | 473 | ||
Remained unreimbursed | 12,270 | ||
Outstanding loan | 22,160 | $ 22,160 | |
Imputed interest expense | 437 | ||
Borrowed | 128,832 | ||
Convertible Notes Payable Borrowed | 118,758 | ||
Accredited investors | 15 | ||
Convertible Note Payable Accrued interest | 4,749 | ||
Accumulated, unpaid interest amounted | 9,440 | ||
Amortization of discounts on notes payable | 130,788 | ||
Long Term Convertible Notes Payable | |||
Debt | 5,776 | ||
Borrowed | 18,500 | ||
Accredited investors | 3 | ||
Amortization of discounts on notes payable | 5,691 | ||
Long-term convertible note payble debt | $ 60,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Income Taxes Details | ||
Net operating loss carry-forward | $ 1,400,683 | $ 1,109,259 |
Deferred tax asset at 39% | 546,266 | 432,611 |
Valuation allowance | (546,266) | (432,611) |
Net future income taxes |