Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 10, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | TAUTACHROME INC. | |
Entity Central Index Key | 1,389,067 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
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? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,687,982,960 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 6,974 | $ 1,850 |
Total current assets | 6,974 | 1,850 |
TOTAL ASSETS | 6,974 | 1,850 |
LIABILITIES | ||
Accounts payable and accrued expenses | 283,037 | 275,760 |
Accounts payable - related party | 15,304 | 25,486 |
Loans from related parties | 100,839 | 99,434 |
Convertible note payable, related party | 59,160 | 49,160 |
Short-term convertible notes payable, net | 669,397 | 583,674 |
Short-term notes payable | 16,946 | 15,858 |
Short-term portion of long-term debt | 11,034 | |
Court judgment liability | 2,432,489 | 2,382,374 |
Total current liabilities | 3,577,172 | 3,442,780 |
Long-term convertible notes payable, net | 44,989 | 87,528 |
Long-term notes payable | 19,659 | |
Total non-current liabilities | 44,989 | 107,187 |
TOTAL LIABILITIES | 3,622,161 | 3,549,967 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, $0.00001 par value. Four billion shares authorized. 1,687,982,960 and 1,672,789,717 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 16,880 | 16,728 |
Additional paid in capital | 3,741,758 | 3,421,595 |
Common stock payable | 10,586 | 10,586 |
Accumulated deficit | (7,416,144) | (7,081,154) |
Effect of foreign currency exchange | 30,353 | 82,748 |
TOTAL STOCKHOLDERS' DEFICIT | (3,615,187) | (3,548,117) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 6,974 | 1,850 |
Series D Convertible Preferred Stock | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at June 30, 2017 and December 31, 2016 | $ 1,380 | $ 1,380 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 1,687,982,960 | 1,672,789,717 |
Common stock, shares outstanding | 1,687,982,960 | 1,672,789,717 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 13,795,104 | 13,795,104 |
Preferred stock shares issued | 13,795,104 | 13,795,104 |
Preferred stock shares outstanding | 13,795,104 | 13,795,104 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
OPERATING EXPENSES | ||||
General and administrative | $ 73,579 | $ 99,785 | $ 204,515 | $ 223,380 |
Depreciation, depletion and amortization | 32,268 | 59,517 | ||
Total operating expenses | 73,579 | 132,053 | 204,515 | 282,897 |
Operating loss | (73,579) | (132,053) | (204,515) | (282,897) |
OTHER INCOME / (EXPENSE) | ||||
Interest expense | (73,408) | (39,741) | (130,475) | (183,354) |
Total other | (73,408) | (39,741) | (130,475) | (183,354) |
Net loss | (146,987) | (171,794) | (334,990) | (466,251) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Effect of foreign currency exchange | (4,422) | 17,225 | (52,395) | (16,538) |
Net comprehensive loss | $ (151,409) | $ (154,569) | $ (387,385) | $ (482,789) |
Net loss per common share - basic and diluted | ||||
Weighted average shares outstanding | 1,687,933,509 | 3,000,633,430 | 1,683,220,051 | 2,999,562,001 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY / (DEFICIT) - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Stock Payable | Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 2,987,633,430 | ||||||
Beginning 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 | 13,274 | 13,274 | |||||
Effect of foreign currency exchange | 1,447 | 1,447 | |||||
Beneficial conversion feature of convertible notes | 335,799 | 335,799 | |||||
Common stock to preferred stock swap, Share | (1,379,510,380) | 13,795,104 | |||||
Common stock to preferred stock swap, Amount | $ (13,795) | $ 1,380 | 1,100,746 | 1,088,331 | |||
Conversion of debt, Share | 51,666,667 | ||||||
Conversion of debt, Amount | $ 517 | 60,104 | 10,586 | 71,207 | |||
Net loss | (4,600,731) | (4,600,731) | |||||
Ending Balance, Shares at Dec. 31, 2016 | 1,672,789,717 | 13,795,104 | |||||
Ending Balance, Amount at Dec. 31, 2016 | $ 16,728 | $ 1,380 | 3,421,595 | 10,586 | 82,748 | (7,081,154) | (3,548,117) |
Shares issued for services, Shares | 6,700,000 | ||||||
Shares issued for services, Amount | $ 67 | 84,262 | 84,329 | ||||
Imputed interest | 4,780 | 4,780 | |||||
Effect of foreign currency exchange | (52,395) | (52,395) | |||||
Beneficial conversion feature of convertible notes | 177,040 | 177,040 | |||||
Shares issued for conversion of debt, Share | 8,493,243 | ||||||
Shares issued for conversion of debt, Amount | $ 85 | 54,081 | 54,166 | ||||
Net loss | (334,990) | (334,990) | |||||
Ending Balance, Shares at Jun. 30, 2017 | 1,687,982,960 | 13,795,104 | |||||
Ending Balance, Amount at Jun. 30, 2017 | $ 16,880 | $ 1,380 | $ 3,741,758 | $ 10,586 | $ 30,353 | $ (7,416,144) | $ (3,615,187) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (334,990) | $ (466,251) |
Depreciation, depletion and amortization | 59,517 | |
Stock-based compensation | 84,330 | |
Amortization of discounts on notes payable | 47,703 | 141,543 |
Imputed interest | 4,780 | 5,214 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (3,564) | |
Accounts payable and accrued expenses | 94,707 | 62,111 |
Accounts payable - related party | 490 | 2,796 |
Net cash used in operating activities | (102,980) | (198,634) |
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 | 181,040 | 165,426 |
Principal payments on notes payable | (30,693) | |
Proceeds from related-party loan | 11,152 | 87,239 |
Principal payments on related-party loans | (1,000) | (12,192) |
Net cash provided by financing activities | 160,499 | 240,473 |
Effect of exchange rate changes on cash and cash equivalents | (52,395) | (16,538) |
Net increase/(decrease) in cash | 5,124 | (13,699) |
Cash and equivalents - beginning of period | 1,850 | 15,428 |
Cash and equivalents - end of period | 6,974 | 1,729 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 627 | |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 177,040 | 249,053 |
Common stock for Photosweep acquisition | 353,600 | |
Note modification | 23,812 | |
Conversions of principal and interest to equity | $ 54,174 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2017 | |
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 Company 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. The Company is developing a system branded KlickZie aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. The pictures and videos from trustable imager can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone, and in addition the pictures and videos themselves become advanced communicators, able to 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017. 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, 2016, as reported in Form 10-K filed with the Securities and Exchange Commission on April 19, 2017. 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. 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. 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 six months ended June 30, 2017 and 2016 as the effect of our potential common stock equivalents would be anti-dilutive. Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment" (ASU 2017-04). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
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 | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | For the year ended December 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 $18,331 in cash loans to pay operating expenses and repaid no principal. · We accrued $4,400 in interest payable to the Trust and paid no interest payments. · The outstanding balance at December 31, 2016 to the 22 nd For the six months ended June 30, 2017, we received $151 in cash loans from the 22 nd According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%. Convertible note payable, related party On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. 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 $2,140 was recorded as additional paid-in capital for the six months ended June 30, 2017. The Company evaluated Dr. Leonards note for the existence of a beneficial conversion feature and determined that none existed. During the six months ended June 30, 2017, we received $11,000 in related-party loans from our Board Chairman and CEO, Dr. Jon Leonard, and repaid $1,000 in principal. At June 30, 2017, we owed Dr. Leonard $59,160. |
Capital
Capital | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Note 5 - Capital | On January 15, 2016 we issued 13,000,000 common 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. On January 1, 2016, we re-negotiated certain convertible promissory notes with certain creditors in order to remove the provisions in the notes which caused of a derivative liability. We recorded this renegotiation by removing the derivative liability at December 31, 2015 and recording an increase to Additional Paid in Capital of $18,760. In October, 2016, we issued 51,666,667 common shares to convert $60,000 of convertible notes payable, and $604 in accrued interest, to common stock. In November, 2016, we received a Notice of Conversion from a holder of a US Dollar denominated convertible promissory note requesting a conversion of the outstanding principal and interest into the convertible amount of 2,142,857 common shares . We recorded a reduction of principal and interest of $10,000 and $586 of accrued interest, respectively, and we recorded an offsetting common stock payable in the amount of $10,586. During the six months ended June 30, 2017, we issued 8,493,243 shares in conversion of two outstanding convertible promissory notes. We recorded a reduction of the balance of such notes of $37,822 and $15,959, respectively. We recognized no gain or loss on their conversions as they were converted within the terms of conversion. During the six months ended June 30, 2017, we issued 6,700,000 shares pursuant to our agreement with four consultants. We valued the shares at their grant-date fair values and recorded expense of $84,329. At June 30, 2017 and December 31, 2016, we had 1,687,982,960 and 1,672,789,717 common shares issued and outstanding, respectively, from a total of four billion authorized. Preferred Stock On September 29, 2016, the Companys principal shareholders (Principals), Dr. Jon N. Leonard, Micheal P. Nugent, and Matthew W. Staker, offered to retire 1,379,510,380 of their common shares in exchange for a new series of non-trading preferred shares. On October 5, 2016, the Board of Directors voted to accept the share retirement offer, and on October 20, 2016, the Company filed a Certificate of Designations with the State of Delaware creating 13,795,104 shares of Series D Preferred Stock (the Preferred Shares) to effect the exchange. Share Exchange ratio and Preservation of Voting Rights In the share exchange, each principal received 1 Preferred Share for each 100 common shares retired Each share of Preferred Shares entitles the holder to 100 votes (and each 1/100 th Conversion Rights A holder may convert Preferred Shares to common under the following conditions: Automatic conversion each Preferred Share automatically converts to 100 common shares upon the earlier of · The end of 5 years (5:00 PM EST, October 5, 2021), or · A change of control Optional conversion - After October 5, 2017, each holder may convert each share into 100 shares of common stock immediately following a period of ten consecutive trading days during which the average closing or last sale price exceeds $3.00 per share. Also, each holder may convert into 110 shares of common stock at any time that the shares are listed on a National exchange (for example, the NYSE or NASDAQ). Related-Party Stock Exchange On October 27, 2016, the Company entered into the above outlined Share Exchange Agreement with related-parties Common stock ownership structure immediately before and after execution of the Share Exchange Agreement was as follows: Common Stock Ownership Immediately Before Effect of Immediately After Shares % Agreement Shares % Jon Leonard, PhD 1,387,829,545 46.5 % (1,009,330,578 ) 378,498,967 23.5 % Micheal Nugent 620,756,473 20.8 % (92,613,893 ) 528,142,580 32.8 % Matthew Staker 346,957,386 11.6 % (277,565,909 ) 69,391,477 4.3 % Robert McClelland 8,403,524 0.3 % - 8,403,524 0.5 % Patrick Greene 2,093,080 0.1 % - 2,093,080 0.1 % Non Affiliates 621,593,422 20.8 % - 621,593,422 38.7 % Totals 2,987,633,430 100.0 % (1,379,510,380 ) 1,608,123,050 100.0 % Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increase Additional Paid in Capital. For the six months ended June 30, 2017, we imputed $4,780 of such interest. Beneficial Conversion Features As discussed in Note 6, we issued certain promissory notes in the United States containing beneficial conversion features. During the six months ended June 30, 2017, we recorded an increase in Additional Paid in Capital of $177,040. We account for these Beneficial Conversion Features as debt discounts and amortize using the Effective Interest Method. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Note 6 - Debt | Loans from related parties As is discussed in Note 4, we owed $172,436 in related-party debts consisting of $99,749 and $13,527 unpaid principal and interest, respectively, to the 22 nd Convertible notes payable During the year ended December 31, 2016, we borrowed $193,164 from 26 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 (the aggregate of which shares convertible for all outstanding Australian convertible notes at December 31, 2016 is 82,873,300). These notes are callable by the makers at any time and accrue interest at 5%. For the year ended December 31, 2016, we accrued $29,343 of interest on these notes and made no interest payments. We evaluated these notes for beneficial conversion features and calculated a value of $147,965, all of which has been immediately expensed as interest expense as the notes are due on demand. Also during the year ended December 31, 2016, we issued four convertible promissory notes to four accredited investors in exchange for $109,758 in cash. These promissory notes can be converted into shares of our common stock at various separately-negotiated rates (the aggregate of which shares convertible for all outstanding USA convertible notes at December 31, 2016 is 28,473,915). We evaluated these notes for beneficial conversion features and calculated a value of $77,852 which we are accounting for as debt discounts. 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 beneficial conversion features of $110,000. During the year ended December 31, 2016, we amortized $106,628 of debt discounts on convertible promissory notes originating in the United States to interest expense. The aggregate amount of shares that may be issued upon conversion for convertible notes issued in both Australia and the Unites States is 111,347,215. Convertible notes payable at June 30, 2017 and December 31, 2016 and their classification into long-term and short-term were as follows: 6/30/17 12/31/16 Long-term and short-term combined Unpaid principal $ 919,651 $ 747,129 Discounts (205,265 ) (75,927 ) Convertible notes payable, net $ 714,386 $ 671,202 Classified as short-term Unpaid principal balance $ 690,893 $ 597,371 Discounts (21,496 ) (13,697 ) Convertible notes payable - short-term, net $ 669,397 $ 583,674 Classified as long-term Unpaid principal balance $ 228,758 $ 149,758 Discounts (183,769 ) (62,230 ) Convertible notes payable - long-term, net $ 44,989 $ 87,528 Convertible promissory notes issued in Australia During the six months ended June 30, we had one creditor convert to common stock. We issued 5,250,000 common shares and extinguished $37,822 and $2,049 in interest, respectively and recognized no gain or loss other than a $386 foreign exchange effect. We accrued $12,390 of nominal interest on these notes for the six months ended June 30, 2017. Australian convertible notes payable can convert to 77,873,300 common shares in the aggregate. Convertible promissory notes issued in the United States All convertible promissory notes issued in the United States bear interest at 5%, and contain conversion privileges which vary depending upon the date issued, but they may convert to an aggregate of 91,816,628 common shares. During the six months ended June 30, 2017, we received $22,040 in loans pursuant to a convertible promissory note issued in 2016 on which the Company and the creditor agreed, on December 31, 2016, to extend the note to additional amounts paid to the Company by the creditor, inheriting the conversion and interest privileges from the original convertible promissory note. We evaluated this tranche of funding for beneficial conversion features and calculated a value of $22,040 which we are accounting for as debt discounts. Also during the six months ended June 30, 2017, we received $4,000 on a previously-existing promissory note, written in 2016, for which a creditor had not contributed the full amount. All evaluations for the existence of Beneficial Conversion Features for the full value of this creditors note were performed in 2016. During the six months ended June 30, 2017, we converted one U.S. convertible promissory note to common stock. We issued 743,243 shares to retire $11,000 and $534 of principal and interest, respectively, recognizing no gain or loss on the conversion. In addition, we issued 2,500,000 to retire an interest payable in the amount of $2,374. During the six months ended June 30, 2017, we received $155,000 pursuant to three convertible promissory notes. We evaluated these notes for beneficial conversion features and calculated a value of $155,000 which we are accounting for as debt discounts. Short-term portion of long-term debt As discussed in the Long-term notes payable section of this Note, in 2016 we converted a trade account payable balance with a consultant in the amount of $34,250 to a three-year amortizing promissory note. During the six months ended June 30, 2017, we paid this amortizing note in full. Short-term notes payable Short-term notes payable increased from $15,858 at December 31, 2016 to $16,946 which was all due to foreign exchange effect as of June 30, 2017. Long-term notes payable On August 9, 2016, we converted a trade account payable balance with a consultant in the amount of $34,250 to a three-year amortizing promissory note with interest at 5%. During the six months ended June 30, 2017, we paid $30,693 and $627 in principal and interest, respectively, retiring the note. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Note 7 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 6/30/17 12/31/16 Net operating loss carry-forward 4,325,346 4,048,660 Deferred tax asset at 39% $ 1,686,885 $ 1,578,977 Valuation allowance (1,686,885 ) (1,578,977 ) 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 | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Note 8 - Subsequent Events | We have evaluated subsequent events through the date of this report. |
Basis of Presentation and Sum15
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017. 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, 2016, as reported in Form 10-K filed with the Securities and Exchange Commission on April 19, 2017. 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. |
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. |
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 six months ended June 30, 2017 and 2016 as the effect of our potential common stock equivalents would be anti-dilutive. |
Recent Accounting Pronouncements | In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment" (ASU 2017-04). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017. |
Capital (Tables)
Capital (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Capital Tables | |
Schedule of common stock ownership structure under Share Exchange Agreement | Common Stock Ownership Immediately Before Effect of Immediately After Shares % Agreement Shares % Jon Leonard, PhD 1,387,829,545 46.5 % (1,009,330,578 ) 378,498,967 23.5 % Micheal Nugent 620,756,473 20.8 % (92,613,893 ) 528,142,580 32.8 % Matthew Staker 346,957,386 11.6 % (277,565,909 ) 69,391,477 4.3 % Robert McClelland 8,403,524 0.3 % - 8,403,524 0.5 % Patrick Greene 2,093,080 0.1 % - 2,093,080 0.1 % Non Affiliates 621,593,422 20.8 % - 621,593,422 38.7 % Totals 2,987,633,430 100.0 % (1,379,510,380 ) 1,608,123,050 100.0 % |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Tables | |
Convertible notes payable | 6/30/17 12/31/16 Long-term and short-term combined Unpaid principal $ 919,651 $ 747,129 Discounts (205,265 ) (75,927 ) Convertible notes payable, net $ 714,386 $ 671,202 Classified as short-term Unpaid principal balance $ 690,893 $ 597,371 Discounts (21,496 ) (13,697 ) Convertible notes payable - short-term, net $ 669,397 $ 583,674 Classified as long-term Unpaid principal balance $ 228,758 $ 149,758 Discounts (183,769 ) (62,230 ) Convertible notes payable - long-term, net $ 44,989 $ 87,528 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Summary of deferred income taxes | 6/30/17 12/31/16 Net operating loss carry-forward 4,325,346 4,048,660 Deferred tax asset at 39% $ 1,686,885 $ 1,578,977 Valuation allowance (1,686,885 ) (1,578,977 ) Net future income taxes $ - $ - |
Organization and Nature of Bu19
Organization and Nature of Business (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
State or Country of incorporation | Delaware |
Entity incorporation date | Jun. 5, 2006 |
Basis of Presentation and Sum20
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
Minimum [Member] | |
Property, Plant and Equipment, useful life | 3 years |
Maximum [Member] | |
Property, Plant and Equipment, useful life | 7 years |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Jun. 30, 2017 | |
Twenty Second Trust [Member] | ||
Due to related parties | $ 18,331 | |
Due from related party | $ 172,436 | |
Accrued interest | 4,400 | |
Debt outstanding balance | 98,344 | 99,749 |
Interest outstanding | $ 11,035 | 13,527 |
Interest rate | 5.00% | |
Cash loans | 151 | |
Interest payment default description | If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10% | |
Jon Leonard [Member] | ||
Due to related parties | 11,000 | |
Due from related party | 59,160 | |
Repayment to related party | $ 1,000 | |
Jon Leonard [Member] | No interest demand-loan agreement [Member] | ||
Exercise price | $ 1 | |
Adjustment to additional paid in capital, Imputed interest | $ 2,140 |
Capital (Details)
Capital (Details) - Share exchange agreement [Member] | Oct. 27, 2016shares |
Immediately before [Member] | |
Common stock ownership, shares | 2,987,633,430 |
Common stock ownership, percentage | 100.00% |
Immediately before [Member] | Jon Leonard, PhD [Member] | |
Common stock ownership, shares | 1,387,829,545 |
Common stock ownership, percentage | 46.50% |
Immediately before [Member] | Micheal Nugent [Member] | |
Common stock ownership, shares | 620,756,473 |
Common stock ownership, percentage | 20.80% |
Immediately before [Member] | Matthew Staker [Member] | |
Common stock ownership, shares | 346,957,386 |
Common stock ownership, percentage | 11.60% |
Immediately before [Member] | Robert McClelland [Member] | |
Common stock ownership, shares | 8,403,524 |
Common stock ownership, percentage | 0.30% |
Immediately before [Member] | Patrick Greene [Member] | |
Common stock ownership, shares | 2,093,080 |
Common stock ownership, percentage | 0.10% |
Immediately before [Member] | Non Affiliates [Member] | |
Common stock ownership, shares | 621,593,422 |
Common stock ownership, percentage | 20.80% |
Effect of agreement [Member] | |
Common stock ownership, shares | (1,379,510,380) |
Effect of agreement [Member] | Jon Leonard, PhD [Member] | |
Common stock ownership, shares | (1,009,330,578) |
Effect of agreement [Member] | Micheal Nugent [Member] | |
Common stock ownership, shares | (92,613,893) |
Effect of agreement [Member] | Matthew Staker [Member] | |
Common stock ownership, shares | (277,565,909) |
Effect of agreement [Member] | Robert McClelland [Member] | |
Common stock ownership, shares | |
Effect of agreement [Member] | Patrick Greene [Member] | |
Common stock ownership, shares | |
Effect of agreement [Member] | Non Affiliates [Member] | |
Common stock ownership, shares | |
Immediately after[Member] | |
Common stock ownership, shares | 1,608,123,050 |
Common stock ownership, percentage | 100.00% |
Immediately after[Member] | Jon Leonard, PhD [Member] | |
Common stock ownership, shares | 378,498,967 |
Common stock ownership, percentage | 23.50% |
Immediately after[Member] | Micheal Nugent [Member] | |
Common stock ownership, shares | 528,142,580 |
Common stock ownership, percentage | 32.80% |
Immediately after[Member] | Matthew Staker [Member] | |
Common stock ownership, shares | 69,391,477 |
Common stock ownership, percentage | 4.30% |
Immediately after[Member] | Robert McClelland [Member] | |
Common stock ownership, shares | 8,403,524 |
Common stock ownership, percentage | 0.50% |
Immediately after[Member] | Patrick Greene [Member] | |
Common stock ownership, shares | 2,093,080 |
Common stock ownership, percentage | 0.10% |
Immediately after[Member] | Non Affiliates [Member] | |
Common stock ownership, shares | 621,593,422 |
Common stock ownership, percentage | 38.70% |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | Jan. 15, 2016 | Nov. 30, 2016 | Oct. 31, 2016 | Oct. 20, 2016 | Sep. 29, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, shares issued | 1,687,982,960 | 1,672,789,717 | ||||||
Common stock, shares outstanding | 1,687,982,960 | 1,672,789,717 | ||||||
Common stock, shares authorized | 4,000,000,000 | 4,000,000,000 | ||||||
Imputed interest | $ 4,780 | $ 13,274 | ||||||
Adjustment to additional paid in capital, derivative liability | 177,040 | $ 18,760 | ||||||
Description for retirement of Preferred stock | the Companys principal shareholders (Principals), Dr. Jon N. Leonard, Micheal P. Nugent, and Matthew W. Staker, offered to retire 1,379,510,380 of their common shares in exchange for a new series of non-trading preferred shares | |||||||
Description for share exchange ratio and voting rights | In the share exchange, each principal received 1 Preferred Share for each 100 common shares retired Each share of Preferred Shares entitles the holder to 100 votes (and each 1/100 th | |||||||
Convertible preferred stock maturity period | 5 years | |||||||
Terms of optional conversion of preferred stock | Optional conversion - After October 5, 2017, each holder may convert each share into 100 shares of common stock immediately following a period of ten consecutive trading days during which the average closing or last sale price exceeds $3.00 per share. Also, each holder may convert into 110 shares of common stock at any time that the shares are listed on a National exchange (for example, the NYSE or NASDAQ) | |||||||
Convertible promissory note [Member] | ||||||||
Debt reduction amount | $ 15,959 | |||||||
Debt conversion converted instrument shares issued | 51,666,667 | |||||||
Debt conversion original amount | $ 10,000 | $ 60,000 | ||||||
Debt conversion converted instrument, Accrued interest | $ 586 | $ 604 | ||||||
Common stock reserved for conversion of convertible debt | 2,142,857 | |||||||
Common stock payable | $ 10,586 | |||||||
Convertible promissory note One [Member] | ||||||||
Common stock, shares issued | 8,493,243 | |||||||
Debt reduction amount | $ 37,822 | |||||||
Consultant [Member] | ||||||||
Common stock, shares issued | 6,700,000 | |||||||
Recorded expense | $ 37,822 | |||||||
Series D Preferred Stock [Member] | ||||||||
Preferred stock shares authorized, designated shares | 13,795,104 | 13,795,104 | 13,795,104 | |||||
Preferred stock coversion ratio | 100 | |||||||
Photosweep, LLC [Member] | ||||||||
Business acquisition consideration transferred shares issued | 13,000,000 | |||||||
Business acquisition consideration transferred amount | $ 353,600 | |||||||
Share price | $ 0.027 |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Short-term portion of long-term debt [Member] | ||
Unpaid principal | $ 919,651 | $ 747,129 |
Discounts | (205,265) | (75,927) |
Convertible notes payable | 714,386 | 671,202 |
Classified as short-term [Member] | ||
Unpaid principal | 690,893 | 597,371 |
Discounts | (21,496) | (13,697) |
Convertible notes payable | 669,397 | 583,674 |
Classified as long-term [Member] | ||
Unpaid principal | 228,758 | 149,758 |
Discounts | (183,769) | (62,230) |
Convertible notes payable | $ 44,989 | $ 87,528 |
Debt (Details Narrative)
Debt (Details Narrative) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)Number$ / sharesshares | Aug. 09, 2016USD ($) | Dec. 31, 2015USD ($)shares | |
Interest paid | $ 627 | ||||
Imputed interest | 4,780 | $ 13,274 | |||
Amortization of debt discount | 47,703 | $ 141,543 | |||
Derivative liability | $ 23,812 | ||||
Long-term notes payable [Member] | |||||
Interest outstanding | 627 | ||||
Principal repayment | 30,693 | ||||
Trade account payable total | $ 34,250 | ||||
Interest rate | 5.00% | ||||
Short-term notes payable [Member] | |||||
Notes payable | 15,858 | ||||
Revised notes payable | 16,946 | ||||
Short-term portion of long-term debt [Member] | |||||
Trade account payable total | $ 34,250 | ||||
Common Stock | |||||
Shares issued | shares | 1,687,982,960 | 1,672,789,717 | 2,987,633,430 | ||
Jon Leonard [Member] | |||||
Due from related party | $ 59,160 | ||||
Twenty Second Trust [Member] | |||||
Debt outstanding balance | 99,749 | $ 98,344 | |||
Interest outstanding | 13,527 | 11,035 | |||
Due from related party | $ 172,436 | ||||
Outstanding loan interest | $ 4,400 | ||||
Interest rate | 5.00% | ||||
Creditor [Member] | |||||
Shares issued | shares | 5,250,000 | ||||
Gain loss on debt extinguished | $ 386 | ||||
Debt | 37,822 | ||||
Imputed interest | 2,049 | ||||
Nominal interest | 12,390 | ||||
Convertible promissory note 1 [Member] | United States | |||||
Due from related party | 22,040 | ||||
Received from existing party | $ 4,000 | ||||
Shares issued | shares | 2,500,000 | ||||
Beneficial conversion feature | $ 22,040 | ||||
Common stock reserved for conversion of convertible debt | shares | 91,816,628 | ||||
Interest rate | 5.00% | ||||
Convertible promissory note 1 [Member] | Accredited investors [Member] | |||||
Beneficial conversion feature | $ 77,852 | ||||
Change in beneficial conversion feature due to lower conversion price | 110,000 | ||||
Convertible promissory note 1 [Member] | Accredited investors [Member] | Australia | |||||
Outstanding loan interest | 29,343 | ||||
Convertible debt | 193,164 | ||||
Beneficial conversion feature | $ 147,965 | ||||
Number of investors | Number | 26 | ||||
Conversion price | $ / shares | $ 0.01 | ||||
Common stock reserved for conversion of convertible debt | shares | 77,873,300 | 82,873,300 | |||
Interest rate | 5.00% | ||||
Convertible promissory note 2 [Member] | Common Stock | |||||
Convertible debt | $ 743,243 | ||||
Interest paid | 534 | ||||
Principal repayment | 11,000 | ||||
Outstanding loan interest | 2,374 | ||||
Convertible promissory note 2 [Member] | United States | |||||
Due from related party | 155,000 | ||||
Beneficial conversion feature | $ 155,000 | ||||
Convertible promissory note 2 [Member] | Accredited investors [Member] | North America | |||||
Amortization of debt discount | $ 106,628 | ||||
Convertible debt | $ 109,758 | ||||
Common stock reserved for conversion of convertible debt | shares | 28,473,915 | ||||
Convertible promissory note 2 [Member] | Accredited investors [Member] | North America and Australia | |||||
Common stock reserved for conversion of convertible debt | shares | 111,347,215 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Income Taxes Details | ||
Net operating loss carry-forward | $ 4,325,346 | $ 4,048,660 |
Deferred tax asset at 39% | 1,686,885 | 1,578,977 |
Valuation allowance | (1,686,885) | (1,578,977) |
Net future income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 6 Months Ended |
Jun. 30, 2017 | |
Income Taxes Details | |
Operating loss carry-forwards expiration period | 2,030 |