Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | TAUTACHROME INC. | ||
Entity Central Index Key | 1,389,067 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 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 Public Float | $ 6,592,777 | ||
Entity Common Stock, Shares Outstanding | 1,702,937,967 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 9,726 | $ 1,850 |
Total current assets | 9,726 | 1,850 |
TOTAL ASSETS | 9,726 | 1,850 |
LIABILITIES | ||
Accounts payable and accrued expenses | 356,213 | 275,760 |
Accounts payable - related party | 15,515 | 25,486 |
Loans from related parties | 100,033 | 99,434 |
Convertible note payable, related party | 101,160 | 49,160 |
Short-term convertible notes payable, net | 705,303 | 583,674 |
Notes payable in default | 103,298 | |
Short-term notes payable | 17,191 | 15,858 |
Short-term portion of long-term debt | 11,034 | |
Court judgment liability | 54,000 | 2,382,374 |
Total current liabilities | 1,452,713 | 3,442,780 |
Long-term convertible notes payable, net | 5,413 | 87,528 |
Long-term notes payable | 19,659 | |
Total non-current liabilities | 5,413 | 107,187 |
TOTAL LIABILITIES | 1,458,126 | 3,549,967 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Convertible preferred stock, Series D, par value $0.0001. 13,795,104 shares authorized. 13,795,104 issued and outstanding at December 31, 2017 and 2016 | 1,380 | 1,380 |
Common stock, $0.00001 par value. Four billion shares authorized. 1,685,941,636 and 1,642,789,717 issued and outstanding at December 31, 2017 and 2016, respectively | 16,860 | 16,728 |
Additional paid in capital | 3,787,675 | 3,421,595 |
Common stock payable | 23,186 | 10,586 |
Accumulated deficit | (5,293,041) | (7,081,154) |
Effect of foreign currency translation | 15,540 | 82,748 |
TOTAL STOCKHOLDERS' DEFICIT | (1,448,400) | (3,548,117) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 9,726 | $ 1,850 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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 | 1,685,941,636 | 1,642,789,717 |
Common stock, shares outstanding | 1,685,941,636 | 1,642,789,717 |
Series D Preferred Stock | ||
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 - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING EXPENSES | ||
General and administrative | $ 317,631 | $ 419,534 |
Depreciation, depletion and amortization | 92,862 | |
Asset impairments | 299,738 | |
Total operating expenses | 317,631 | 812,134 |
Operating loss | (317,631) | (812,134) |
OTHER INCOME / (EXPENSE) | ||
Gain or (loss) on litigation | 2,372,668 | (2,382,374) |
Interest expense | (266,924) | (317,892) |
Loss on equity exchange | (1,088,331) | |
Total other income / (expense) | 2,105,744 | (3,788,597) |
Net income or (loss) | 1,788,113 | (4,600,731) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Foreign currency gain (loss) | (67,208) | 1,447 |
Net comprehensive loss | $ 1,720,905 | $ (4,599,284) |
Net (loss) or income per common share - Basic | $ 0 | $ 0 |
Net (loss) or income per common share - Diluted | $ 0 | $ 0 |
Weighted average shares outstanding - Basic | 1,685,134,517 | 2,765,506,359 |
Weighted average shares outstanding - Diluted | 1,839,357,467 | 2,765,506,359 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock | Series D 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 | ||||
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 | |||
Effect of debt modifications | 18,760 | 18,760 | |||||
Imputed interest | 13,274 | 13,274 | |||||
Effect of foreign currency exchange | 1,447 | 1,447 | |||||
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) |
Beneficial conversion feature of convertible notes | 209,040 | 209,040 | |||||
Imputed interest | 18,678 | 18,678 | |||||
Effect of foreign currency exchange | (67,208) | (67,208) | |||||
Shares issued for conversion of debt, Shares | 8,493,243 | ||||||
Shares issued for conversion of debt, Amount | $ 85 | 54,080 | 54,165 | ||||
Shares issued for services, Shares | 6,700,000 | ||||||
Shares issued for services, Amount | $ 67 | 84,262 | 84,329 | ||||
Shares retired from consultant, Shares | (2,041,324) | ||||||
Shares retired from consultant, Amount | $ (20) | 20 | |||||
Shares earned by consultant | 12,600 | 12,600 | |||||
Net loss | 1,788,113 | 1,788,113 | |||||
Ending Balance, Shares at Dec. 31, 2017 | 1,685,941,636 | 1,380 | |||||
Ending Balance, Amount at Dec. 31, 2017 | $ 16,860 | $ 1,380 | $ 3,787,675 | $ 23,186 | $ 15,540 | $ (5,293,041) | $ (1,448,400) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income or (loss) | $ 1,788,113 | $ (4,600,731) |
Depreciation and amortization | 92,862 | |
Stock-based compensation | 96,929 | |
(Gain) or loss on litigation | (2,372,668) | 2,382,374 |
Amortization of discounts on convertible notes | 259,987 | |
Loss on equity exchange | 1,088,331 | |
Imputed interest | 18,678 | 13,274 |
Asset impairment | 299,738 | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 170,371 | 125,564 |
Accounts payable - related party | 493 | 18,445 |
Net cash used in operating activities | (159,416) | (320,156) |
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 | 302,406 | |
Principal payments on notes payable | (30,693) | (3,557) |
Proceeds from related-party loan | 53,153 | 45,282 |
Principal payments on related-party loans | (1,000) | |
Net cash provided by financing activities | 234,500 | 344,131 |
Effect of foreign exchange transactions | (67,208) | 1,447 |
Net increase/(decrease) in cash | 7,876 | (13,578) |
Cash and equivalents - beginning of period | 1,850 | 15,428 |
Cash and equivalents - end of period | 9,726 | 1,850 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 627 | 549 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 209,040 | 355,799 |
Common stock for Photosweep acquisition | 353,600 | |
Convertible note modifications | 23,812 | |
Conversion of debt to common stock | 54,165 | 71,207 |
Conversion of common stock to preferred stock | 13,795 | |
Note payable for trade payable | 34,250 | |
Shares returned to treasury | $ 20 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 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 Tautachrome operates in the internet applications space, a large space we believe to be uniquely able to make possible 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 new business universes out of nowhere. A recent surprise was the arrival in the internet applications space of blockchain technology, which is empowering enterprises of all sizes to create ecosystems of trade based on self-introduced and globally useable cryptocurrencies. The arrival of blockchain technology has added a significant new and leading element to Tautachromes business plans and activities. Tautachrome is currently pursuing two main avenues of business activity based on our patented imaging technology (branded KlickZie 1. KlickZies blockchain cryptocurrency based ecosystem: 2. KlickZie technology-based business |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation The Companys financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Principles of Consolidation Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2017 and 2016. Earnings Per Share Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. Fair Value of Financial Instruments We adopted the Financial Accounting Standards Boards (FASB) Accounting Codification Standard No. 820 (ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 356,213 $ - $ - $ - Accounts payable - related party 15,515 - - - Loans from related parties 100,033 - - - Convertible notes payable - related party 101,160 - - - Short-term convertible notes payable, net 712,803 - - - Convertible notes payable in default 95,798 Short-term notes payable 17,191 - - - Court judgment liability 54,000 - - 2,372,668 Long-term convertible notes payable, net 5,413 - - - TOTAL LIABILITIES $ 1,458,126 $ - $ - $ 2,372,668 The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2016 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 275,760 $ - $ - $ - Accounts payable - related party 25,486 - - - Loans from related parties 99,434 - - - Convertible notes payable - related party 49,160 - - - Short-term convertible notes payable, net 583,674 - - - Short-term notes payable 15,858 - - - Court judgment liability 2,382,374 - - (2,382,374 ) Short-term portion of long-term debt 11,034 - - - Long-term convertible notes payable, net 87,528 - - - Long-term notes payable 19,659 - - - TOTAL LIABILITIES $ 3,549,967 $ - $ - $ (2,382,374 ) Income Taxes We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 9 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2017 and 2016. Recent Accounting Pronouncements In October 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (ASU 2016-16), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2020, and early adoption is permitted. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. 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. In January 2017, the FASB issued ASU 201701, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 201711, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 47020, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of these standards is not expected to have a material impact on our financial position or results of operations. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 3 - Going Concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $159,416 and $320,156 for the years ended December 31, 2017 and 2016, respectively, recurring losses, and negative working capital at December 31, 2017 and 2016. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 4 - Related Party Transactions | For the years ended December 31, 2017 and 2016, we had the following transactions with the Twenty Second Trust (the Trust), the trustee of whom is Sonny Nugent, the son of our major shareholder and former Chief Executive Officer, Micheal Nugent: · We received $0 and $18,331, respectively, in cash loans to pay operating expenses and repaid $0 in principal for both years. · We accrued $4,924 and $4,400, respectively, in interest payable to the Trust and paid $0 of interest for both years. · The outstanding balance at December 31, 2017 to 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%. The outstanding balance 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 under which the Company may borrow such money from Mr. Leonard as he, in his sole discretion, is willing to loan. During the years ended December 31, 2017 and 2016, the Company borrowed $53,000 and $27,000, respectively, and owed to Mr. Leonard $101,160 and $49,160 at December 31, 2017 and 2016, respectively. 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 $5,023 and $3,199 was recorded as additional paid-in capital for the years ended December 31, 2017 and 2016, respectively. The Company evaluated Dr. Leonards note for the existence of a beneficial conversion feature and determined that none existed. 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. On October 27, 2016, the Company redeemed 1,379,510,380 common shares by issuing 13,795,104 Preferred Stock Series D Shares to three major shareholders (see Note 5). |
Capital Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 5 - Capital Structure | Common Stock At December 31, 2015, we had 2,987,633,430 common shares issued and outstanding from a total of four billion authorized. 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. As further discussed in Note 6, 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 the 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 year ended December 31, 2017, we issued 8,493,243 common shares to convert $49,249 of convertible notes payable, and $4,916 in accrued interest, to common stock. Also during the year ended December 31, 2017, we issued 6,700,000 common shares to four consultants for services. We valued the shares at their grant date fair values, charging general and administrative expenses with $84,329. On October 5, 2017, we received 2,041,324 shares back into the treasury from a consultant. These shares were gifted to the consultant by a major shareholder. We recorded the receipt of these shares at par value. On October 16, 2017, we signed a consulting agreement to aide us in developing our blockchain-based cryptotokens in five stages, with 700,000 shares accruing at the completion of each stage. Phase 1 was completed on December 12, 2017. We therefore accrued those 700,000 shares at the date they were earned, charging general and administrative expense $12,600. 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 % Fair Values The closing price of the common stock on the date of the Share Exchange Agreement was $0.019, resulting in a valuation of the common stock of $26,210,697. We determined that the fair value of the Series D Preferred Shares was $27,299,028 using the following inputs: 1. The common stock price was $0.019; 2. A change of control having a 20% likelihood in 2018 and 2019 each, triggering an automatic conversion of 100 common shares per Series D preferred shares; 3. The Company obtaining a NASDAQ/NYSE listing estimated at 10% in 2017, 50% in 2018 and 50% in 2019 triggering a conversion at 110 common shares per Series D preferred share; 4. The Companys stock price was modeled using geometric Brownian motion with a volatility of 279% volatility (based on the Companys historical volatility); 5. The common shares exchanged for the Series D preferred were valued based on the quoted market price on the date of exchange; We therefore recorded a loss on the exchange of $1,088,331 computed as the difference between the value of the common and preferred shares. Imputed Interest Several of our loans were made without any nominal interest. As such, we imputed interest at 8% to these loans, crediting Additional Paid in Capital and charging Interest Expense. For the year ended December 31, 2017 and 2016, these amounted to $18,678 and $13,274, respectively. Beneficial Conversion Features of Convertible Promissory Notes During the year ended December 31, 2016, we borrowed $193,164 from 26 accredited investors in Australia (see Note 6) which contained features allowing the holder to convert the principal and accumulated interest into common stock. 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. During the year ended December 31, 2016, we borrowed $109,758 from four accredited investors in the United States (see Note 6). These notes contain features which allow the holder to convert the principal and interest into common stock at various negotiated rates. We evaluated these notes for beneficial conversion features and calculated a value of $187,851, which is accounted for as debt discounts. During the year ended December 31, 2017, we borrowed $213,040 from five accredited investors in the United States (see Note 6). These notes contain features which allow the holder to convert the principal and interest into common stock at various negotiated rates. We evaluated these notes for beneficial conversion features and calculated a value of $209,040, which is accounted for as debt discounts. At December 31, 2017, all outstanding convertible promissory notes issued in Australia can convert to an aggregate of 77,873,300 shares of common stock. All convertible promissory notes issued in the United States can convert to 104,616,628 shares for a total potential dilution of 182,489,928 shares. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 6 - Debt | Our debt in certain categories went from $3,243,424 at December 31, 2016 to $1,086,398 at December 31, 2017 as follows: 12/31/17 12/31/16 Loans from related parties $ 100,033 $ 99,434 Convertible notes payable, related party 101,160 49,160 Short-term convertible notes payable, net 705,303 583,674 Convertible notes payable in default 103,298 Short-term notes payable 17,191 15,858 Court Judgment liability 54,000 2,382,374 Long-term notes payable (short term portion) - 11,034 Long-term notes payable (long term portion) - 19,659 Long-term convertible notes payable 5,413 82,231 Totals $ 1,086,398 $ 3,243,424 See Note 4 for a discussion of our related-party debts, including the first two entries in the above table. 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. 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. 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. During the year ended December 31, 2017 we issued seven new convertible promissory notes in the amount of $213,040, receiving proceeds therefrom of the same amount. These convertible notes can convert to common stock at various different prices. We evaluated these convertible notes for beneficial conversion features and calculated a collective value of $209,040 which we are accounting for as debt discounts. During the year ended December 31, 2017, we amortized $138,668 of debt discounts to interest expense. Also during the year ended December 31, 2017, we converted two outstanding convertible notes payable to common stock, reducing principal owed by $49,249. At December 31, 2017, $95,798 of our convertible notes payable were in default. Court Judgment Liability Our Court Judgment Liability was reduced to $54,000 from $2,382,374 as a result of the setting aside of the previously-issued default judgment in the Morgan matter and the inclusion of a $49,000 accrual in the McRae matter (See Note 8). Long-Term Notes Payable Our long-term notes payable (both long-term and short term portions) went from $30,693 at December 31, 2016 to $0 as this debt was paid in full during the year ended December 31, 2017. Short-Term Notes Payable Short-term notes payable went from $15,858 at December 31, 2016 to $17,191 at December 31, 2017 owing entirely to exchange rate fluctuations. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 7 - Asset Acquisition | Acquisition of PhotoSweep, LLC On January 15, 2016, we acquired the PhotoSweep asset (PhotoSweep), which we accounted for as an asset purchase. PhotoSweeps assets at the point of purchase consisted only of a business plan. Under the terms of the Acquisition, the Registrant paid $39,000 and issued 13,000,000 shares of its common stock to acquire 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. As of December 31, 2016, we amortized $92,862 to expense and at December 31, 2016 we recorded an asset impairment of $299,738 as a result of the Companys annual impairment review. |
Litigation Gains and Losses
Litigation Gains and Losses | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 8 - Litigation Gains and Losses | Morgan Lawsuit Background The May 21, 2015 merger of the Company with Click Evidence, Inc. (Click) resulted in the transfer of Clicks assets and interests from Click to the Company and in Click becoming an asset-less shell inside the Company and then being disposed of on November 25, 2015. In the November 25, 2015 conveyance of the Click to the new owner, its name was changed to BH Trucking, Inc. (BH). Filing and service A first lawsuit was filed in the Superior Court of the State of Arizona, Pima County, by a former consultant to Click, Richard Morgan (Morgan). This lawsuit was served on December 2, 2015, against Click/BH, with the Company also named in the lawsuit, but not served by it or effectively made aware of it until 2017. Allegation The lawsuit claimed that the consultants agreement with Click/BH permitted him to recover a finders fee for the cashless stock swap that achieved the merger on May 21, 2015. The new owner of Click/BH, the only party served, declined to defend the lawsuit allowing it to go to default. Default judgment On December 16, 2016, the Court issued a default judgment for the plaintiff and against the defendants in the amount of $2,377,915. The Company believes that having not been served or made aware of the lawsuit, it is not a target of the judgment. Second Lawsuit On January 23, 2017, the Company and its CEO were served in a second lawsuit by Morgan alleging that the Companys intellectual property assets that were transferred to it by Click under the May 21, 2015 merger of the Company with Click, were fraudulently removed from Click/BH, and seeks to have them returned to Click/BH. Charge to the Financial Statements The Company believes that the second lawsuit is baseless, and is defending itself vigorously against it. The Company also believes that being named but not served, the default judgment in Morgans first lawsuit does not apply to the Company. Nevertheless, out of an abundance of caution, we have included in liabilities the default amount of $2,377,915 plus $4,459 interest at 4.5% from December 16, 2016, the date of the judgment, to December 31, 2016. On August 29, 2017, the Court set aside the judgment in the First Lawsuit resulting in the removal of the liability of $2,377,915 and accrued interest of $4,459 at December 31, 2016, as well as the additional accrued interest recorded during 2017 of $44,294, for a total gain of $2,426,668. McRae Lawsuit On October 7, 2017, Eric L. McRae of Sedgwick County, Kansas (McRae) filed a complaint against the Company in the United States District Court for the District of Kansas asserting a claim that Tautachrome breached a written agreement for the employment of McRae and seeking an award of damages in excess of $75,000. Although Tautachrome refutes each and every allegation made by McRae in the complaint and intends to vigorously defend against it, we have accrued $49,000 to expense against this contingency. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 9 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 12/31/17 12/31/16 Net operating loss carry-forward $ 2,103,201 $ 4,048,660 Deferred tax asset at 39% $ 820,248 $ 1,578,977 Valuation allowance (820,248 ) (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 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 10 - Subsequent Events | We issued an additional 3,243,243 shares for conversion of principal and interest on convertible promissory notes issued in the United States. We issued five convertible promissory notes whose face value, in the aggregate, equaled $758,000. We collected $493,000 of proceeds pursuant to these notes, and are due an additional $200,000 in proceeds in the future. Additionally, we paid off one of these notes in full totaling 78,000 in principal. We issued 16,996,331 shares converting debt to common stock. We have evaluated subsequent events through the date of this report. |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The Companys financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
Principles of Consolidation | Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2017 and 2016. |
Earnings Per Share | Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. |
Fair Value of Financial Instruments | We adopted the Financial Accounting Standards Boards (FASB) Accounting Codification Standard No. 820 (ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 356,213 $ - $ - $ - Accounts payable - related party 15,515 - - - Loans from related parties 100,033 - - - Convertible notes payable - related party 101,160 - - - Short-term convertible notes payable, net 712,803 - - - Convertible notes payable in default 95,798 Short-term notes payable 17,191 - - - Court judgment liability 54,000 - - 2,372,668 Long-term convertible notes payable, net 5,413 - - - TOTAL LIABILITIES $ 1,458,126 $ - $ - $ 2,372,668 The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2016 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 275,760 $ - $ - $ - Accounts payable - related party 25,486 - - - Loans from related parties 99,434 - - - Convertible notes payable - related party 49,160 - - - Short-term convertible notes payable, net 583,674 - - - Short-term notes payable 15,858 - - - Court judgment liability 2,382,374 - - (2,382,374 ) Short-term portion of long-term debt 11,034 - - - Long-term convertible notes payable, net 87,528 - - - Long-term notes payable 19,659 - - - TOTAL LIABILITIES $ 3,549,967 $ - $ - $ (2,382,374 ) |
Income Taxes | We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 9 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2017 and 2016. |
Recent Accounting Pronouncements | In October 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory (ASU 2016-16), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), which simplified certain aspects of the accounting for share-based payment transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will be effective for the Company beginning in its first quarter of 2018. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02), which modified lease accounting for both lessees and lessors to increase transparency and comparability by recognizing lease assets and lease liabilities by lessees for those leases classified as operating leases under previous accounting standards and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for the Company beginning in its first quarter of 2020, and early adoption is permitted. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its first quarter of 2019. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements. The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter of 2018 utilizing the full retrospective transition method. 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. In January 2017, the FASB issued ASU 201701, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements. In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 201711, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entitys own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 47020, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The adoption of these standards is not expected to have a material impact on our financial position or results of operations. |
Basis of Presentation and Sum18
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Basis Of Presentation And Summary Of Significant Accounting Policies Tables | |
Summary of assets and liabilities measured and recognized at fair value | The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2017 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 356,213 $ - $ - $ - Accounts payable - related party 15,515 - - - Loans from related parties 100,033 - - - Convertible notes payable - related party 101,160 - - - Short-term convertible notes payable, net 712,803 - - - Convertible notes payable in default 95,798 Short-term notes payable 17,191 - - - Court judgment liability 54,000 - - 2,372,668 Long-term convertible notes payable, net 5,413 - - - TOTAL LIABILITIES $ 1,458,126 $ - $ - $ 2,372,668 The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2016 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 275,760 $ - $ - $ - Accounts payable - related party 25,486 - - - Loans from related parties 99,434 - - - Convertible notes payable - related party 49,160 - - - Short-term convertible notes payable, net 583,674 - - - Short-term notes payable 15,858 - - - Court judgment liability 2,382,374 - - (2,382,374 ) Short-term portion of long-term debt 11,034 - - - Long-term convertible notes payable, net 87,528 - - - Long-term notes payable 19,659 - - - TOTAL LIABILITIES $ 3,549,967 $ - $ - $ (2,382,374 ) |
Capital Structure (Tables)
Capital Structure (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Capital Structure 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) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Tables | |
Summary of debt | 12/31/17 12/31/16 Loans from related parties $ 100,033 $ 99,434 Convertible notes payable, related party 101,160 49,160 Short-term convertible notes payable, net 705,303 583,674 Convertible notes payable in default 103,298 Short-term notes payable 17,191 15,858 Court Judgment liability 54,000 2,382,374 Long-term notes payable (short term portion) - 11,034 Long-term notes payable (long term portion) - 19,659 Long-term convertible notes payable 5,413 82,231 Totals $ 1,086,398 $ 3,243,424 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Summary of deferred income taxes | 12/31/17 12/31/16 Net operating loss carry-forward $ 2,103,201 $ 4,048,660 Deferred tax asset at 39% $ 820,248 $ 1,578,977 Valuation allowance (820,248 ) (1,578,977 ) Net future income taxes $ - $ - |
Organization and Nature of Bu22
Organization and Nature of Business (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
State or Country of incorporation | Delaware |
Entity incorporation date | Jun. 5, 2006 |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts payable and accrued expenses | ||
Accounts payable - related party | ||
Loans from related parties | ||
Convertible notes payable - related party | ||
Short-term convertible notes payable, net | ||
Convertible notes payable in default | ||
Short-term notes payable | ||
Court judgment liability | 2,372,668 | (2,382,374) |
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term notes payable | ||
TOTAL LIABILITIES | 2,372,668 | (2,382,374) |
Fair Value, Inputs, Level 1 [Member] | ||
Accounts payable and accrued expenses | 356,213 | 275,760 |
Accounts payable - related party | 15,515 | 25,486 |
Loans from related parties | 100,033 | 99,434 |
Convertible notes payable - related party | 101,160 | 49,160 |
Short-term convertible notes payable, net | 712,803 | 583,674 |
Convertible notes payable in default | 95,798 | |
Short-term notes payable | 17,191 | 15,858 |
Court judgment liability | 54,000 | 2,382,374 |
Short-term portion of long-term debt | 11,034 | |
Long-term convertible notes payable, net | 5,413 | 87,528 |
Long-term notes payable | 19,659 | |
TOTAL LIABILITIES | 1,458,126 | 3,549,967 |
Fair Value, Inputs, Level 2 [Member] | ||
Accounts payable and accrued expenses | ||
Accounts payable - related party | ||
Loans from related parties | ||
Convertible notes payable - related party | ||
Short-term convertible notes payable, net | ||
Convertible notes payable in default | ||
Short-term notes payable | ||
Court judgment liability | ||
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term notes payable | ||
TOTAL LIABILITIES | ||
Fair Value, Inputs, Level 3 [Member] | ||
Accounts payable and accrued expenses | ||
Accounts payable - related party | ||
Loans from related parties | ||
Convertible notes payable - related party | ||
Short-term convertible notes payable, net | ||
Convertible notes payable in default | ||
Short-term notes payable | ||
Court judgment liability | ||
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term notes payable | ||
TOTAL LIABILITIES |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Notes to Financial Statements | ||
Cash flow from operations | $ (159,416) | $ (320,156) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 20, 2016 | |
Interest paid | $ 627 | $ 549 | ||
Short term borrowings | $ 17,191 | $ 15,858 | ||
Common stock shares redeemed | 1,379,510,380 | |||
Series D Preferred Stock | ||||
Preferred stock shares authorized, designated shares | 13,795,104 | 13,795,104 | 13,795,104 | |
Preferred stock shares issued upon redemption of common shares | 13,795,104 | |||
Jon N Leonard [Member] | ||||
Due from related party | $ 101,160 | $ 49,160 | ||
Short term borrowings | $ 53,000 | 27,000 | ||
Exercise price | $ 1 | |||
Adjustment to additional paid in capital, Imputed interest | $ 5,023 | 3,199 | ||
Twenty Second Trust [Member] | ||||
Due to related parties | 0 | 18,331 | ||
Repayments of operating expenses | 0 | 0 | ||
Accrued interest | 4,924 | 4,400 | ||
Interest paid | 0 | 0 | ||
Debt outstanding balance | 100,033 | 98,344 | ||
Interest outstanding | $ 16,012 | $ 11,035 | ||
Interest rate | 5.00% | |||
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% |
Capital Structure (Details)
Capital Structure (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 | 20.80% |
Capital Structure (Details Narr
Capital Structure (Details Narrative) | Dec. 12, 2017USD ($)shares | Oct. 05, 2017shares | Jan. 15, 2016USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Nov. 30, 2016USD ($)shares | Oct. 31, 2016USD ($)shares | Oct. 27, 2016USD ($)$ / shares | Oct. 20, 2016shares | Sep. 29, 2016 | Dec. 31, 2017USD ($)Numbershares | Dec. 31, 2016USD ($)Numbershares | Dec. 31, 2015USD ($)shares |
Common stock, shares authorized | shares | 4,000,000,000 | 4,000,000,000 | 4,000,000,000 | 4,000,000,000 | ||||||||
Common stock, shares issued | shares | 1,685,941,636 | 1,685,941,636 | 1,642,789,717 | 2,987,633,430 | ||||||||
Common stock, shares outstanding | shares | 1,685,941,636 | 1,685,941,636 | 1,642,789,717 | 2,987,633,430 | ||||||||
Imputed interest | $ 18,678 | $ 13,274 | ||||||||||
Adjustment to additional paid in capital, derivative liability | $ 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 1/100th of a Preferred Share entitles the holder to one vote) | |||||||||||
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) | |||||||||||
General and administrative expense | $ 317,631 | $ 419,534 | ||||||||||
Photosweep, LLC [Member] | ||||||||||||
Business acquisition consideration transferred shares issued | shares | 13,000,000 | |||||||||||
Business acquisition consideration transferred amount | $ 353,600 | |||||||||||
Share price | $ / shares | $ 0.027 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Earned Shares, accrued | shares | 700,000 | |||||||||||
General and administrative expense | $ 12,600 | |||||||||||
Common Stock | ||||||||||||
Share price | $ / shares | $ 0.019 | |||||||||||
Debt conversion converted instrument shares issued | shares | 8,493,243 | |||||||||||
Equity issued, fair value disclosure | $ 26,210,697 | |||||||||||
Common Stock | Share exchange agreement [Member] | ||||||||||||
Terms of optional conversion of preferred stock | A change of control having a 20% likelihood in 2018 and 2019 each, triggering an automatic conversion of 100 common shares per Series D preferred shares; The Company obtaining a NASDAQ/NYSE listing estimated at 10% in 2017, 50% in 2018 and 50% in 2019 triggering a conversion at 110 common shares per Series D preferred share | |||||||||||
Volatility rate | 279.00% | |||||||||||
Loss on exchange of shares | $ 1,088,331 | |||||||||||
Imputed interest rate | 8.00% | |||||||||||
Series D Preferred Stock | ||||||||||||
Share price | $ / shares | $ 0.019 | |||||||||||
Preferred stock shares authorized, designated shares | shares | 13,795,104 | 13,795,104 | 13,795,104 | 13,795,104 | ||||||||
Preferred stock coversion ratio | shares | 100 | |||||||||||
Equity issued, fair value disclosure | $ 27,299,028 | |||||||||||
Series D Preferred Stock | Share exchange agreement [Member] | ||||||||||||
Terms of optional conversion of preferred stock | A change of control having a 20% likelihood in 2018 and 2019 each, triggering an automatic conversion of 100 common shares per Series D preferred shares; The Company obtaining a NASDAQ/NYSE listing estimated at 10% in 2017, 50% in 2018 and 50% in 2019 triggering a conversion at 110 common shares per Series D preferred share | |||||||||||
Consultant [Member] | ||||||||||||
Common stock shares issued for services | shares | 6,700,000 | |||||||||||
Common stock value issued for services charged to general and administrative expenses | $ 84,329 | |||||||||||
Number of consultants | Number | 4 | |||||||||||
Treasury stock, shares acquired | shares | 2,041,324 | |||||||||||
Convertible promissory note [Member] | ||||||||||||
Debt conversion converted instrument shares issued | shares | 51,666,667 | 8,493,243 | ||||||||||
Debt conversion original amount | $ 10,000 | $ 60,000 | $ 49,249 | |||||||||
Debt conversion converted instrument, Accrued interest | $ 586 | $ 604 | 4,916 | |||||||||
Common stock reserved for conversion of convertible debt | shares | 2,142,857 | |||||||||||
Common stock payable | $ 10,586 | |||||||||||
Convertible promissory note 2 [Member] | Accredited investors [Member] | UNITED STATES | ||||||||||||
Convertible debt | $ 213,040 | 213,040 | $ 109,758 | |||||||||
Beneficial conversion feature | $ 209,040 | $ 187,851 | ||||||||||
Number of investors | Number | 5 | 4 | ||||||||||
Convertible promissory note 1 [Member] | UNITED STATES | ||||||||||||
Common stock reserved for conversion of convertible debt | shares | 104,616,628 | 104,616,628 | ||||||||||
Potential diluted, shares | shares | 182,489,928 | |||||||||||
Convertible promissory note 1 [Member] | Accredited investors [Member] | Australia | ||||||||||||
Common stock reserved for conversion of convertible debt | shares | 77,873,300 | 77,873,300 | ||||||||||
Convertible debt | $ 193,164 | |||||||||||
Beneficial conversion feature | $ 147,965 | |||||||||||
Number of investors | Number | 26 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Details | ||
Loans from related parties | $ 100,033 | $ 99,434 |
Convertible notes payable, related party | 101,160 | 49,160 |
Short-term convertible notes payable, net | 705,303 | 583,674 |
Convertible notes payable in default | 103,298 | |
Short-term notes payable | 17,191 | 15,858 |
Court Judgment liability | 54,000 | 2,382,374 |
Long-term notes payable (short term portion) | 11,034 | |
Long-term notes payable (long term portion) | 19,659 | |
Long-term convertible notes payable | 5,413 | 82,231 |
Totals | $ 1,086,398 | $ 3,243,424 |
Debt (Details Narrative)
Debt (Details Narrative) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2016USD ($) | Oct. 31, 2016USD ($) | Dec. 31, 2017USD ($)Number | Dec. 31, 2016USD ($)Number$ / shares | Oct. 07, 2017USD ($) | |
Debt | $ 1,086,398 | $ 3,243,424 | |||
Amortization of debt discount | 259,987 | ||||
Proceeds from convertible notes payable | 302,406 | ||||
Fair value of derivative liability | 23,812 | ||||
Court judgment liability | 54,000 | 2,382,374 | |||
Convertible notes payable in default | 95,798 | ||||
Long-term notes payable | 0 | 30,693 | |||
Short-term notes payable | 17,191 | 15,858 | |||
McRae matter [Member] | |||||
Loss contingency damages sought accrued expenses | $ 49,000 | ||||
Convertible promissory note [Member] | |||||
Debt conversion original amount | $ 10,000 | $ 60,000 | 49,249 | ||
Convertible promissory note 2 [Member] | Accredited investors [Member] | UNITED STATES | |||||
Amortization of debt discount | 138,668 | 106,628 | |||
Proceeds from convertible notes payable | 213,040 | ||||
Convertible debt | 213,040 | 109,758 | |||
Beneficial conversion feature | $ 209,040 | $ 187,851 | |||
Number of investors | Number | 5 | 4 | |||
Convertible promissory note 1 [Member] | Accredited investors [Member] | |||||
Debt discounts | $ 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 | ||||
Interest rate | 5.00% |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | Jan. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Amortization expense | $ 92,862 | ||
Asset impairment charges | $ 299,738 | ||
Photosweep, LLC [Member] | |||
Business acquisition consideration transferred, amount | $ 353,600 | ||
Business acquisition consideration transferred, shares issued | 13,000,000 | ||
Purchase price | $ 39,000 | ||
Share price | $ 0.027 |
Litigation Gains and Losses (De
Litigation Gains and Losses (Details Narrative) - USD ($) | Oct. 07, 2017 | Aug. 29, 2017 | Dec. 16, 2016 | Dec. 31, 2017 |
Amount of damages sought | $ 2,377,915 | |||
Loss contingency damages sought interest amount | $ 4,459 | |||
Interest rate | 4.50% | |||
Litigation amount damages sought included in liabilities removed | $ 2,377,915 | |||
Litigation amount damages sought accrued interest included in liabilities removed | 4,459 | $ 44,294 | ||
Gain on litigation settlement amount | $ 2,426,668 | |||
McRae [Member] | ||||
Amount of damages sought | $ 75,000 | |||
Loss contingency damages sought accrued expenses | $ 49,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes Details | ||
Net operating loss carry-forward | $ 2,103,201 | $ 4,048,660 |
Deferred tax asset at 39% | 820,248 | 1,578,977 |
Valuation allowance | (820,248) | (1,578,977) |
Net future income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Details | |
Operating loss carry-forwards expiration period | 2,022 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from convertible debt | $ 302,406 | |
Subsequent Event [Member] | ||
Debt conversion converted instrument shares issued | 16,996,331 | |
Subsequent Event [Member] | Five Convertible Promissory Notes [Member] | ||
Convertible debt | $ 758,000 | |
Proceeds from convertible debt | 493,000 | |
Proceeds from convertible debt receivable | 200,000 | |
Repayment of convertible debt | $ 78,000 | |
Subsequent Event [Member] | Five Convertible Promissory Notes [Member] | UNITED STATES | ||
Debt conversion converted instrument shares issued | 3,243,243 |