Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 22, 2020 | Jun. 30, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | TAUTACHROME INC. | ||
Entity Central Index Key | 0001389067 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Common Stock Shares Outstanding | 3,504,460,889 | ||
Entity Public Float | $ 44,431,000 | ||
EntityFileNumber | 000-55721 | ||
EntityAddressAddressLine1 | 1846 E. Innovation Park Drive | ||
EntityAddressPostalZipCode | 85755 | ||
EntityTaxIdentificationNumber | 842340972 | ||
EntityAddressCityOrTown | Oro Valley | ||
LocalPhoneNumber | 318-5578 | ||
CityAreaCode | 520 | ||
EntityAddressStateOrProvince | ARIZONA |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 31,366 | $ 6,243 |
Prepaid expenses | 403 | |
Total current assets | 31,769 | 6,243 |
TOTAL ASSETS | 31,769 | 6,243 |
LIABILITIES | ||
Accounts payable and accrued expenses | 411,236 | 615,847 |
Accounts payable - related party | 257,282 | 114,052 |
Loans from related parties | 103,032 | 103,074 |
Convertible notes payable - related party | 111,999 | 81,340 |
Short-term convertible notes payable, net | 814,685 | 627,928 |
Convertible notes payable in default | 32,000 | 422,565 |
Short-term notes payable | 15,465 | 15,501 |
Derivative liability | 2,365,367 | 365,497 |
Court judgment liability | 250,000 | 250,000 |
Total current liabilities | 4,361,066 | 2,595,804 |
Long-term convertible notes payable, net | 158,156 | 25,000 |
Long-term convertible notes payable, related party, net | 84,091 | 32,825 |
Crypto-currency notes payable | 100,000 | |
Total non-current liabilities | 242,247 | 157,825 |
TOTAL LIABILITIES | 4,603,313 | 2,753,629 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at December 31, 2019 and 2018 | 1,380 | 1,380 |
Common stock, $0.00001 par value. Six billion shares authorized. 3,504,460,889 and 1,932,483,910 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 35,045 | 19,325 |
Additional paid in capital | 6,095,053 | 4,692,609 |
Common stock payable | 2,066,584 | 1,919,927 |
Accumulated deficit | (12,867,645) | (9,476,829) |
Effect of foreign currency exchange | 98,039 | 96,202 |
TOTAL STOCKHOLDERS' DEFICIT | (4,571,544) | (2,747,386) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 31,769 | $ 6,243 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 6,000,000,000 | 6,000,000,000 |
Common stock, shares issued | 3,504,460,889 | 1,932,483,910 |
Common stock, shares outstanding | 3,504,460,889 | 1,932,483,910 |
Series D Convertible preferred stock, shares authorized | 13,795,104 | 13,795,104 |
Series D Convertible preferred stock, shares issued | 13,795,104 | 13,795,104 |
Series D Convertible preferred stock, shares outstanding | 13,795,104 | 13,795,104 |
Series D Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
REVENUES | ||
Product sales | $ 206 | |
Net sales | 206 | |
OPERATING EXPENSES | ||
General and administrative | 1,171,816 | 2,619,916 |
Total operating expenses | 1,171,816 | 2,619,916 |
Operating loss | (1,171,610) | (2,619,916) |
OTHER INCOME / (EXPENSE) | ||
Gain or (loss) on litigation | (256,000) | |
Gain (loss) on settlement of debt | (96,993) | |
Interest expense | (568,828) | (1,363,437) |
Change in value of derivatives | (1,426,354) | 96,843 |
Loss on conversion of debt | (127,031) | (41,278) |
Total other | (2,219,206) | (1,563,872) |
Net loss | (3,390,816) | (4,183,788) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Effect of foreign currency exchange | 1,837 | 80,662 |
Net comprehensive income or (loss) | $ (3,388,979) | $ (4,103,126) |
Net (loss) or income per common share | ||
Basic and diluted | $ 0 | $ 0 |
Weighted average shares outstanding | ||
Basic and diluted | 3,125,254,373 | 1,744,862,020 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders Deficit - USD ($) | Total | Common Stock [Member] | Preferred Stock Series D [Member] | Additional Paid-in Capital [Member] | Stock Payable[Member] | Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance, shares at Dec. 31, 2017 | 1,685,941,636 | 13,795,104 | |||||
Balance, amount at Dec. 31, 2017 | $ (1,448,400) | $ 16,860 | $ 1,380 | $ 3,787,675 | $ 23,186 | $ 15,540 | $ (5,293,041) |
Effect of foreign currency exchange | 80,662 | $ 80,662 | |||||
Shares earned by consultants | 59,741 | 59,741 | |||||
Imputed interest | 17,931 | 17,931 | |||||
Derivative associated with early debt retirement | 326,339 | 326,339 | |||||
Shares issued to settle lawsuit, Amount | 60,000 | $ 100 | 59,900 | ||||
Shares issued with convertible note payable, Shares | 15,000,000 | ||||||
Shares issued for conversion of debt, Amount | 375,629 | $ 2,215 | 373,414 | ||||
Shares issued to settle lawsuit, Shares | 10,000,000 | ||||||
Shares issued for conversion of debt, Shares | 221,542,274 | ||||||
Preferred Series E shares accrued to ARkNet | 1,837,000 | $ 1,837,000 | |||||
Shares issued with convertible note payable, Amount | 127,500 | $ 150 | $ 127,350 | ||||
Net Income (Loss) | $ (4,183,788) | $ (4,183,788) | |||||
Balance, shares at Dec. 31, 2018 | 1,932,483,910 | 1,380 | |||||
Balance, amount at Dec. 31, 2018 | $ (2,747,386) | $ 19,325 | $ 13,795,104 | $ 4,692,609 | $ 1,919,927 | $ 96,202 | $ (9,476,829) |
Effect of foreign currency exchange | 1,837 | $ 1,837 | |||||
Shares earned by consultants | 172,938 | 172,938 | |||||
Imputed interest | 16,707 | 16,707 | |||||
Derivative associated with early debt retirement | 471,233 | 471,233 | |||||
Shares issued for conversion of debt, Amount | 701,570 | $ 15,516 | 686,054 | ||||
Shares issued for conversion of debt, Shares | 1,551,562,038 | ||||||
Net Income (Loss) | (3,390,816) | $ (3,390,816) | |||||
Capital contributed | 13,750 | 13,750 | |||||
Shares issued for stock payable, Amount | $ 43 | 26,238 | $ (26,281) | ||||
Shares issued for stock payable, Shares | 4,291,886 | ||||||
Shares issued to settle claims, Shares | 16,123,055 | ||||||
Shares issued to settle claims, Amount | $ 188,623 | $ 161 | $ 188,462 | ||||
Balance, shares at Dec. 31, 2019 | 3,504,460,889 | 13,795,104 | |||||
Balance, amount at Dec. 31, 2019 | $ (4,571,544) | $ 35,045 | $ 1,380 | $ 6,095,053 | $ 2,066,584 | $ 98,039 | $ (12,867,645) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,390,816) | $ (4,183,788) |
Stock-based compensation | 172,938 | 1,896,741 |
Loss on conversions | 127,031 | 41,278 |
Loss on litigation | 256,000 | |
Capital contribution | 13,750 | |
Change in fair value of derivative | 1,426,354 | (96,843) |
Gains and losses on debt settlements | 96,993 | |
Amortization of discounts on notes payable | 575,602 | 1,088,875 |
Imputed interest | 16,707 | 17,931 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (403) | |
Accounts payable and accrued expenses | (87,880) | 244,779 |
Accrued compensation | 35,000 | 100,000 |
Net cash used in operating activities | (1,014,724) | (635,027) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 1,092,700 | 600,175 |
Proceeds from convertible notes payable, related party | 123,476 | 27,825 |
Proceeds from crypto-currency notes payable | 100,000 | |
Principal payments on convertible notes payable | (176,000) | (162,298) |
Proceeds from related-party loans | 26,000 | 7,130 |
Principal payments on related-party loans | (28,166) | (21,950) |
Net cash provided by financing activities | 1,038,010 | 550,882 |
Effect of exchange rate changes on cash and cash equivalents | 1,837 | 80,662 |
Net increase/(decrease) in cash | 25,123 | (3,483) |
Cash and equivalents - beginning of period | 6,243 | 9,726 |
Cash and equivalents - end of period | 31,366 | 6,243 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 40,781 | 8,021 |
Cash paid for income taxes | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 1,044,749 | 664,688 |
Conversion of debt to common stock | 574,539 | 334,351 |
Settlement of derivative liability | 471,233 | 326,339 |
Shares issued for settlement of lawsuit | 5,000 | |
Shares issued for settlement of trade debts | $ 38,623 | |
Shares issued for stock payable | 26,281 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | Organization and Nature of Business History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the patent pending ARk technology (together banded “KlickZie” technology): 1. KlickZie ARk technology business 2. KlickZie’s blockchain cryptocurrency-based ecosystem: 3. KlickZie Activated Digital Imagery business Basis of Presentation The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Principles of Consolidation Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2019 and 2018. Earnings Per Share Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. Fair Value of Financial Instruments We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures 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, 2019 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 411,236 $ - $ - $ - Accounts payable - related party 257,282 - - - Loans from related parties 103,032 - - - Convertible notes payable - related party 111,999 - - - Short-term convertible notes payable, net 814,685 - - - Convertible notes payable in default 32,000 Short-term notes payable 15,465 - - - Derivative liability - - 2,365,367 - Court judgment liability 250,000 - - - Long-term convertible notes payable, net 158,156 - - - Long-term convertible notes payable – related party, net 84,091 Crypto-currency notes payable - - - - TOTAL LIABILITIES $ 2,237,946 $ - $ 2,365,367 $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2018 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 615,847 $ - $ - $ - Accounts payable - related party 114,052 - - - Loans from related parties 103,074 - - - Convertible notes payable - related party 81,340 - - - Short-term convertible notes payable, net 627,928 - - - Convertible notes payable in default 422,565 - - - Short-term notes payable 15,501 - - - Derivative liability - - 365,497 Court judgment liability 250,000 - - (256,000 ) Long-term convertible notes payable, net 25,000 - - Long-term convertible notes payable – related party, net 32,825 - - - Crypto-currency notes payable 100,000 - - - TOTAL LIABILITIES $ 2,388,132 $ - $ 365,497 $ (256,000 ) Income Taxes We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 9 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2019 and 2018. Recent Accounting Pronouncements In November 2018, the Financial Accounting Standards Board (the FASB) issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18) In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. This standard is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those years and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” and subsequent amendments, which replaced existing lease accounting guidance in GAAP and requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet for all in-scope leases with a term of greater than 12 months and requires disclosure of certain quantitative and qualitative information pertaining to an entity’s leasing arrangements. The Company adopted the standard as of February 3, 2019. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations or consolidated statements of cash flows. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Cancellation of plans to fund r
Cancellation of plans to fund raise with the sale of registered KLK currency | 12 Months Ended |
Dec. 31, 2019 | |
Cancellation of plans to fund raise with the sale of registered KLK currency | |
Note 2 - Cancellation of plans to fund raise with the sale of registered KLK currency | In 2019, the Company cancelled its plans to raise funds through selling KLK trading currency in an offering to be registered with the SEC. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2019 | |
Going Concern | |
Note 3 - Going Concern | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $1,014,724 and $635,027 for the years ended December 31, 2019 and 2018, respectively, and have experienced recurring losses, and negative working capital at December 31, 2019 and 2018. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Note 4 - Related Party Transactions | For the year ended December 31, 2019, we accrued $4,848 of interest to the 22 nd Additionally, we owe the Trust $20,885 in expense advances made in previous fiscal years which are not accruing interest. According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%. On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital. On October 17, 2018, we signed an agreement with Arknet to license certain technologies related to the Klickzie ArK.. The initial license fee is $100,000. The annual maintenance fees are: · $200,000 for the calendar years 2020 and 2021 · $300,000 for the calendar years 2022 and 2023 and · $400,000 for the calendar year 2024 and each subsequent calendar year during the term of the agreement. · 7.5% of net sales. As of December 31, 2019, we have accrued the $100,000 initial license fee. During the year ended December 31, 2019, the company entered into an arrangement with a ARknet whereby the holder of the Crypto-note was paid in common shares of Arknet. We reclassified the $100,000 Crypto-note to an advance by the Company to ARknet. Convertible note payable, related party On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from Dr. Leonard as Dr. Leonard in his sole discretion is willing to loan. The terms of the note provide that at the Company’s option, the Company may make repayments in stock, at a fixed share price of $1.00 per share. Also, because this loan is a no-interest loan, an imputed interest expense of $6,796 was recorded as additional paid-in capital for the year ended December 31, 2019. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed. During the year ended December 31, 2019, we borrowed $26,000 from and repaid $28,166 to Dr. Leonard. At December 31, 2019, the balanced owed Dr. Leonard is $79,174. We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share. The Company has an employment agreement with Dr. Jon Leonard, the Company’s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. Payment and vacation benefits began to accrue in June, 2019. For the year ended December 31, 2019, we accrued $35,000 pursuant to this employment agreement. On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to Arknet in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.005 per share. On December 19, 2019, we issued a convertible promissory note in the amount of $60,000 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.004 per share. |
Capital
Capital | 12 Months Ended |
Dec. 31, 2019 | |
Capital | |
Note 5 - Capital | Common Stock During the year ended December 31, 2018 we issued 246,542,274 shares as follows: · We settled our lawsuit with Richard Morgan in full by issuing 10,000,000 shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation. · We issued 15,000,000 shares as an equity incentive to a creditor. We valued the shares at their grant-date fair values and recorded a discount on that debt of $127,500. · We issued 221,542,274 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $306,623 and $27,728 of principal and interest, respectively and recorded a loss on conversion of $41,278. As part of these conversions, we retired $326,339 of associated derivative liabilities which we included in Additional Paid in Capital. During the year ended December 31, 2019, we issued 1,571,976,979 shares as follows: · We issued 1,551,562,038 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $525,621 of principal, $44,418 of interest, and $4,500 of conversion fees and recorded a loss on conversion of $127,031. As part of these conversions, we retired $471,233 of associated derivative liabilities which we included in Additional Paid in Capital. · We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. · We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000. We valued the shares at the grant date fair value of $185,000 and recorded a reduction of accounts payable of $35,000 and a loss on settlement of $150,000. · We issued 4,291,886 shares to a consultant to reduce our stock payable to them. We reduced the stock payable by $26,281 and recorded additional expense of $313. We recorded an additional stock payable to this consultant of $19,888 during the period. We recorded a stock payable to a consultant in the amount of $172,938 pursuant to our contract with them. On July 11, 2019, our CEO and Board Chairman contributed $13,750 to the company which was accounted for as additional paid in capital. Imputed Interest Several of our loans were made without any nominal interest. As such, we imputed interest at 8% to these loans, crediting Additional Paid in Capital and charging Interest Expense. For the year ended December 31, 2019 and 2018, these amounted to $16,707 and $17,931, respectively. Preferred Stock During the year ended December 31, 2018, we accrued $1,837,000 in costs related to the 40,000 Series E Preferred shares issued in accordance with our ARknet contract (see Note 4) containing a par value of $0.0001. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends, · They are entitled to no liquidation rights, · Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and · They have no conversion or redemption rights. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt | |
Note 6 - Debt | Our debt in certain categories went from $2,023,730 at December 31, 2018 to $3,934,795 at December 31, 2019 as follows: 12/31/19 12/31/18 Loans from related parties $ 103,032 $ 103,074 Convertible notes payable, related party 111,999 81,340 Short-term convertible notes payable, net 814,685 627,928 Convertible notes payable in default 32,000 422,565 Short-term notes payable 15,465 15,501 Court Judgment liability 250,000 250,000 Derivative liability 2,365,367 365,497 Long-term convertible notes payable, net 158,156 25,000 Long-term convertible notes payable, related party 84,091 32,825 Crypto currency notes payable - 100,000 Totals $ 3,934,795 $ 2,023,730 See Note 4 for a discussion of our related-party debts, including the first two entries in the above table. Loans from related parties As is discussed in Note 4, at December 31, 2019 we owed $202,567 in related-party debts consisting of $98,032 and $25,361 in unpaid principal and interest, respectively, to the 22 nd We also owe $37,825 to another officer for loans he made to the company, only $32,825 of which has been formalized into convertible notes. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share. Convertible notes payable During the year ended December 31, 2018, we issued eight new convertible promissory notes in the aggregate amount of $633,000, containing original issue discounts totaling $71,688, for net proceeds of $561,313. These convertible notes can convert to common stock at various different prices. We evaluated these convertible notes for derivatives and calculated a collective value of $209,040 which we are accounting for as debt discounts. The individual notes are discussed in Note 6 to the financial statements filed on Form 10-K for the year ended December 31, 2018 and are hereby incorporated by reference. During the year ended December 31, 2019 we issued twenty convertible promissory notes in the aggregate amount of $1,283,757, receiving proceeds therefrom of $1,216,176. These convertible notes can convert to common stock at various prices. We evaluated these convertible notes for beneficial conversion features and calculated a collective value of $983,083 which we are accounting for as debt discounts. These convertible notes are discussed below: · On January 11, 2019, we issued a convertible note in the amount of $100,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 8, 2020. This note can convert to 83,333,333 shares. · On January 23, 2019, we issued a convertible note in the amount of $1,475 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 23, 2020. This note can convert to 1,109,023 shares. · On January 16, 2019, we issued a convertible note in the amount of $4,000 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on July 16, 2020. This note can convert to 3,007,519 shares. · During the year ended December 31, 2019, we issued four promissory notes to an Australian Superfund in the aggregate amount of $20,331 which accrues interest at 5% (10% for unpaid interest and principal after maturity). These notes mature between October 15, 2020 and November 24, 2020 and can convert to 29,044,286 shares in the aggregate. · Also, during the year ended December 31, 2019, we issued three convertible promissory notes to a lending institution in the aggregate amount of $176,000, receiving proceeds of $167,000. These notes accrue interest at 12% (22% for unpaid interest and principal after maturity) and mature between April 17, 2020 and June 20, 2020. After 180 days from the note date, these notes may convert at 58% of the lowest two trading prices for the twenty days prior to conversion. These three notes’ interest and principal were all paid off on July 12, 2019. · On May 13, 2019, we issued a convertible note in the amount of $5,725 which accrues interest at 5% (10% for unpaid interest and principal after maturity) and matures on November 13, 2020. This note can convert to 8,178,571 shares. · On July 9, 2019, we issued a convertible note in the amount of $320,000, receiving proceeds of $294,500 with an original issue discount of $25,500. The note matures on July 9, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. On August 2, 2019, we issued 11,392,539 shares in conversion of $35,000 of principal and $169 of interest. · On July 22, 2019, we issued a convertible note in the amount of $162,750, receiving proceeds of $150,000 with an original issue discount of $12,750. The note matures on July 22, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. · On August 6, 2019 we issued a convertible promissory note in the amount of $500,000 to be received in various tranches. Each tranche matures 18 months from the date of funding and bears interest at 5%. As of December 31, 2019, we have received $150,000 pursuant to this note, all of which mature in February, 2021 and can convert to 30,844,098 shares in the aggregate. · On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.005 per share. · On October 18, 2019, we issued a convertible promissory note in the amount of $976 to a related party for paying company expenses. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.0025 per share. · On November 6, 2019, we issued a convertible note in the amount of $220,000, receiving proceeds of $200,000 with an original issue discount of $20,000. The note matures on November 8, 2020 and bears interest at 8% (24% of unpaid interest and principal after maturity). This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. · On December 19, 2019, we issued a convertible promissory note in the amount of $60,000 to a related party in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.004 per share. On January 29, 2019, we issued 3,623,055 to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair values, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. During the year ended December 31, 2019, we amortized $575,602 of debt discounts to interest expense, accrued $117,035 of interest and paid interest of $40,781 on existing notes. At December 31, 2019, $32,000 of our convertible notes payable were in default. Convertible notes payable (excluding related-party convertible notes which is discussed in Note 4) at December 31, 2019 and 2018 and their classification into long-term, short-term and in-default were as follows: 12/31/19 12/31/18 All convertible promissory notes Unpaid principal 1,578,917 1,121,243 Discounts (574,076 ) (45,750 ) Convertible notes payable, net $ 1,004,841 $ 1,075,493 Classified as short-term Unpaid principal balance 1,183,685 673,678 Discounts (369,000 ) (45,750 ) Convertible notes payable - short-term, net $ 814,685 $ 627,928 Classified as long-term Unpaid principal balance 363,232 25,000 Discounts (205,076 ) - Convertible notes payable - short-term, net $ 158,156 $ 25,000 Classified as in default Unpaid principal balance 32,000 422,565 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 422,565 On May 2, 2019, the company entered into an amendment to one of the convertible promissory notes issued during 2018. The company allowed the creditor to own a larger percentage of the company’s total shares outstanding in exchange for a waiver of all default interest. As a result, we recorded a reduction of interest payable to this creditor and interest expense of $140,491. On July 19, 2019, we issued 30,414,329 shares to this creditor extinguishing all principal and interest owed to them. Crypto-currency notes payable On August 7, 2018, we issued a Crypto Exchange Promissory Note (“the Crypto Note”) in exchange for $100,000 in cash. The Crypto Note accrues interest at 4% until maturity which is 18 months from issue and 10% after maturity. The holder can convert unpaid principal and accrued interest into KLK20 tokens at any time at the rate of $0.25 per token. The holder may, for up to nine months after issuance, participate in a price guarantee: if the Company offers the tokens at less than $0.25 per token at any point for up to nine months after issuance, then the holder has the option of participating in the offer at the lower price. During the year ended December 31, 2019, the company entered into an arrangement with a related party whereby the holder of the Crypto-note was paid in common shares of a related party. We reclassified the Crypto-note to an advance by the Company to the related party and recorded a gain of $3,334. On July 31, 2019, we settled an outstanding trade account payable of $83,343 by agreeing to a cash payment of $35,000. We paid the $35,000 on July 31, 2019 and realized a gain of $48,343. Derivative liabilities The above-referenced convertible promissory notes issued during the year ended December 31, 2019 were analyzed in accordance with EITF 07–05 and ASC 815. EITF 07–5, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 07–5 is to provide guidance for determining whether an equity–linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of ASC 815 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non–derivative instrument that falls within the scope of EITF 00–19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non–derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two–step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60. The Company issued certain fixed-rate convertible Subscription Notes from 2015 through September 30, 2019 in the United States and Australia These convertible notes have become tainted (“The Tainted Notes”) as a result of the issuance of convertible promissory notes issued in the United States since there is a possibility (however remote) that the Company would not have enough shares in the Treasury to satisfy all possible conversions. The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through December 31, 2019. The following assumptions were used for the valuation of the derivative liability related to the Notes: · The stock price of $0.0289 to $0.0115 in this period would fluctuate with the Company projected volatility. · The notes convert with variable conversion prices based on the percentages of the low or average trades or bids over 20 to 25 trading days. · The effective discounts rates estimated throughout the periods range from 35% to 42% with potentially an additional discount. · The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. · The projected annual volatility for each valuation period was based on the historic volatility of the company are 190.0% – 277.6% (annualized over the term remaining for each valuation). · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. · The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. · The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price on the date of valuation. · The Holder would automatically convert the note based on ownership or trading volume limitations. We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest rate throughout the contractual term of the obligation. The effective interest rates on the six instruments issued during the year ended December 31, 2018 range from 243% to 289%. The effective interest rates for the instruments issued during the nine months ended September 30, 2019 range from 11% to 564%. At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. At December 31, 2019, we determined the fair value of these derivatives were $2,365,367. Changes in outstanding derivative liabilities are as follows: Balance, December 31, 2018 $ 365,497 Changes due to new issuances 1,044,749 Changes due to extinguishments (471,233 ) Changes due to adjustment to fair value 1,426,354 Balance, December 31, 2019 $ 2,365,367 |
Litigation Gains and Losses
Litigation Gains and Losses | 12 Months Ended |
Dec. 31, 2019 | |
Litigation Gains and Losses | |
Note 7 - Litigation Gains and Losses | Morgan Lawsuit Background The May 21, 2015 merger of the Company with Click Evidence, Inc. (“Click”) resulted in the transfer of Click’s assets and interests from Click to the Company and in Click becoming an asset-less shell inside the Company and then being disposed of on November 25, 2015. In the November 25, 2015 conveyance of the Click to the new owner, its name was changed to BH Trucking, Inc. (“BH”). Filing and service A first lawsuit was filed in the Superior Court of the State of Arizona, Pima County, by a former consultant to Click, Richard Morgan (“Morgan”). This lawsuit was served on December 2, 2015, against Click/BH, with the Company also named in the lawsuit, but not served by it or effectively made aware of it until 2017. Allegation The lawsuit claimed that the consultant’s agreement with Click/BH permitted him to recover a finder’s fee for the cashless stock swap that achieved the merger on May 21, 2015. The new owner of Click/BH, the only party served, declined to defend the lawsuit allowing it to go to default. Default judgment On December 16, 2016, the Court issued a default judgment for the plaintiff and against the defendants in the amount of $2,377,915. The Company believes that having not been served or made aware of the lawsuit, it is not a target of the judgment. Second Lawsuit On January 23, 2017, the Company and its CEO were served in a second lawsuit by Morgan alleging that the Company’s intellectual property assets that were transferred to it by Click under the May 21, 2015 merger of the Company with Click, were fraudulently removed from Click/BH, and seeks to have them returned to Click/BH. Charge to the Financial Statements The Company believes that the second lawsuit is baseless, and is defending itself vigorously against it. The Company also believes that being named but not served, the default judgment in Morgan’s first lawsuit does not apply to the Company. Nevertheless, out of an abundance of caution, we have included in liabilities the default amount of $2,377,915 plus $4,459 interest at 4.5% from December 16, 2016, the date of the judgment, to December 31, 2016. On August 29, 2017, the Court set aside the judgment in the First Lawsuit resulting in the removal of the liability of $2,377,915 and accrued interest of $4,459 at December 31, 2016, as well as the additional accrued interest recorded during 2017 of $44,294, for a total gain of $2,426,668. On August 14, 2018, we settled this lawsuit in full by issuing 10 million shares. We valued the shares at their grant date fair values, removing the judgment liability of $5,000 and recording a $55,000 loss on litigation. McRae Lawsuit On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature. On October 12, 2017, McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. Complaint number 4 is now moot in the belief of the Company since after the lawsuit was filed the Company continued to repay McRae’s convertible promissory note on schedule with interest due until paid in full on October 1, 2018, thus extinguishing the note and making the matter moot. These matters remain before the Court. On December 12, 2017, McRae brought the Company before the Kansas Human Rights Commission and the U.S. Equal Employment Opportunity Commission (EEOC) alleging that on June 16, 2017 he was terminated from an alleged employment by the Company on the basis of race and for retaliation, and that the Company discriminated against him in the terms of this alleged employment because of race. The Kansas Human Rights Commission dismissed this claim. On December 8, 2017, McRae filed a complaint with the Occupational Safety and Health Administration (the “OSHA”), alleging that his “investigation and reporting” to the Company’s CEO was a contributing factor in the termination of his alleged employment by the Company in violation of the Sarbanes-Oxley Act whistleblower’s provisions. On January 2, 2018, the Company delivered its response to the complaint, denying each of McRae’s allegations and providing its own presentation of the facts. McRae dismissed the OSHA claim with prejudice, and the matter cannot be brought again. The Company, believing that allegations made by McRae are completely fabricated and aimed at doing harm, has been vigorously defending itself and believes it will prevail in every instance. Despite this belief, to save legal expense on October 17, 2018 the Company made a good faith settlement offer to McRae, offering him 50,000,000 shares in settlement of all outstanding legal actions against us. McRae declined the offer. However, we re-evaluated the liability on these lawsuits from $49,000 to $250,000 based on the closing price of our common stock on the date of the offer. We recognized a loss on litigation of $201,000 in so doing during 2018. Although discovery closed on February 28, 2019 McRae involved the Company in a protracted discovery dispute regarding documents contained in the CEO’s laptop computer and in his personal e-mail account. That dispute has been substantively resolved. However, two motions have been filed by McRae. The first seeks sanctions from Tautachrome arising out of the discovery dispute. The second seeks leave to amend the complaint to include CEO personally as a party to McRae’s fraud claims. Tautachrome has opposed both motions. On January 14, 2020, Eric McRae died unexpectedly, according to his attorney while undergoing a surgical procedure. As a result, the Court has stayed the case in its entirety and denied both pending motions without prejudice. The matter is set for a status conference on April 22 nd |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Note 8 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 12/31/19 12/31/18 Net operating loss carry-forward $ 4,579,500 $ 3,380,285 Deferred tax asset $ 961,695 $ 709,860 Valuation allowance (961,695 ) (709,860 ) Net future income taxes $ - $ - Deferred taxes for 2019 and 2018 are calculated using a marginal tax rate of 21%. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized. Our tax loss carry-forwards will begin to expire in 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Note 9 - Subsequent Events | As of March 5, 2020, we issued three convertible promissory notes to ARknet in exchange for $35,000 in cash. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Organization and Nature of Business | History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the patent pending ARk technology (together banded “KlickZie” technology): 1. KlickZie ARk technology business 2. KlickZie’s blockchain cryptocurrency-based ecosystem: 3. KlickZie Activated Digital Imagery business |
Basis of Presentation | The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
Principles of Consolidation | Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2019 and 2018. |
Earnings Per Share | Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. |
Fair Value of Financial Instruments | We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures 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, 2019 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 411,236 $ - $ - $ - Accounts payable - related party 257,282 - - - Loans from related parties 103,032 - - - Convertible notes payable - related party 111,999 - - - Short-term convertible notes payable, net 814,685 - - - Convertible notes payable in default 32,000 Short-term notes payable 15,465 - - - Derivative liability - - 2,365,367 - Court judgment liability 250,000 - - - Long-term convertible notes payable, net 158,156 - - - Long-term convertible notes payable – related party, net 84,091 Crypto-currency notes payable - - - - TOTAL LIABILITIES $ 2,237,946 $ - $ 2,365,367 $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2018 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 615,847 $ - $ - $ - Accounts payable - related party 114,052 - - - Loans from related parties 103,074 - - - Convertible notes payable - related party 81,340 - - - Short-term convertible notes payable, net 627,928 - - - Convertible notes payable in default 422,565 - - - Short-term notes payable 15,501 - - - Derivative liability - - 365,497 Court judgment liability 250,000 - - (256,000 ) Long-term convertible notes payable, net 25,000 - - Long-term convertible notes payable – related party, net 32,825 - - - Crypto-currency notes payable 100,000 - - - TOTAL LIABILITIES $ 2,388,132 $ - $ 365,497 $ (256,000 ) |
Income Taxes | We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 9 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2019 and 2018. |
Recent Accounting Pronouncements | In November 2018, the Financial Accounting Standards Board (the FASB) issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 (ASU 2018-18) In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. This standard is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those years and must be adopted using a modified retrospective approach, with certain exceptions. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material effect on its financial statements. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” and subsequent amendments, which replaced existing lease accounting guidance in GAAP and requires lessees to recognize right-of-use assets and corresponding lease liabilities on the balance sheet for all in-scope leases with a term of greater than 12 months and requires disclosure of certain quantitative and qualitative information pertaining to an entity’s leasing arrangements. The Company adopted the standard as of February 3, 2019. The adoption of the standard did not have a material impact on the Company’s consolidated statements of operations or consolidated statements of cash flows. There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
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, 2019 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 411,236 $ - $ - $ - Accounts payable - related party 257,282 - - - Loans from related parties 103,032 - - - Convertible notes payable - related party 111,999 - - - Short-term convertible notes payable, net 814,685 - - - Convertible notes payable in default 32,000 Short-term notes payable 15,465 - - - Derivative liability - - 2,365,367 - Court judgment liability 250,000 - - - Long-term convertible notes payable, net 158,156 - - - Long-term convertible notes payable – related party, net 84,091 Crypto-currency notes payable - - - - TOTAL LIABILITIES $ 2,237,946 $ - $ 2,365,367 $ - The following table presents assets and liabilities that were measured and recognized at fair value as of December 31, 2018 on a recurring basis: Level 1 Level 2 Level 3 Total Gains (Losses) Accounts payable and accrued expenses $ 615,847 $ - $ - $ - Accounts payable - related party 114,052 - - - Loans from related parties 103,074 - - - Convertible notes payable - related party 81,340 - - - Short-term convertible notes payable, net 627,928 - - - Convertible notes payable in default 422,565 - - - Short-term notes payable 15,501 - - - Derivative liability - - 365,497 Court judgment liability 250,000 - - (256,000 ) Long-term convertible notes payable, net 25,000 - - Long-term convertible notes payable – related party, net 32,825 - - - Crypto-currency notes payable 100,000 - - - TOTAL LIABILITIES $ 2,388,132 $ - $ 365,497 $ (256,000 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt | |
Schedule of debt | 12/31/19 12/31/18 Loans from related parties $ 103,032 $ 103,074 Convertible notes payable, related party 111,999 81,340 Short-term convertible notes payable, net 814,685 627,928 Convertible notes payable in default 32,000 422,565 Short-term notes payable 15,465 15,501 Court Judgment liability 250,000 250,000 Derivative liability 2,365,367 365,497 Long-term convertible notes payable, net 158,156 25,000 Long-term convertible notes payable, related party 84,091 32,825 Crypto currency notes payable - 100,000 Totals $ 3,934,795 $ 2,023,730 |
Schedule of Convertible notes payable | 12/31/19 12/31/18 All convertible promissory notes Unpaid principal 1,578,917 1,121,243 Discounts (574,076 ) (45,750 ) Convertible notes payable, net $ 1,004,841 $ 1,075,493 Classified as short-term Unpaid principal balance 1,183,685 673,678 Discounts (369,000 ) (45,750 ) Convertible notes payable - short-term, net $ 814,685 $ 627,928 Classified as long-term Unpaid principal balance 363,232 25,000 Discounts (205,076 ) - Convertible notes payable - short-term, net $ 158,156 $ 25,000 Classified as in default Unpaid principal balance 32,000 422,565 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 422,565 |
Changes in outstanding derivative liabilities | Balance, December 31, 2018 $ 365,497 Changes due to new issuances 1,044,749 Changes due to extinguishments (471,233 ) Changes due to adjustment to fair value 1,426,354 Balance, December 31, 2019 $ 2,365,367 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Summary of deferred income taxes | 12/31/19 12/31/18 Net operating loss carry-forward $ 4,579,500 $ 3,380,285 Deferred tax asset $ 961,695 $ 709,860 Valuation allowance (961,695 ) (709,860 ) Net future income taxes $ - $ - |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
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 | 32,000 | 422,565 |
Short-term notes payable | ||
Derivative liability | 2,365,367 | 365,497 |
Court judgment liability | (256,000) | |
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term convertible notes payable - related party, net | ||
Crypto-currency notes payable | ||
TOTAL LIABILITIES | (256,000) | |
Fair Value, Inputs, Level 1 [Member] | ||
Accounts payable and accrued expenses | 411,236 | 615,847 |
Accounts payable - related party | 257,282 | 114,052 |
Loans from related parties | 103,032 | 103,074 |
Convertible notes payable - related party | 111,999 | 81,340 |
Short-term convertible notes payable, net | 814,685 | 627,928 |
Convertible notes payable in default | 32,000 | 422,565 |
Short-term notes payable | 15,465 | 15,501 |
Derivative liability | ||
Court judgment liability | 250,000 | 250,000 |
Long-term convertible notes payable, net | 158,156 | 25,000 |
Long-term convertible notes payable - related party, net | 84,091 | 32,825 |
Crypto-currency notes payable | 100,000 | |
TOTAL LIABILITIES | 2,237,946 | 2,388,132 |
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 | ||
Derivative liability | ||
Court judgment liability | ||
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term convertible notes payable - related party, net | ||
Crypto-currency 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 | ||
Derivative liability | 2,365,367 | 365,497 |
Court judgment liability | ||
Short-term portion of long-term debt | ||
Long-term convertible notes payable, net | ||
Long-term convertible notes payable - related party, net | ||
Crypto-currency notes payable | ||
TOTAL LIABILITIES | $ 2,365,367 | $ 365,497 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
State of incorporation | Delaware |
Entity incorporation date | Jun. 5, 2006 |
ARKnet [Member] | |
Organization and nature of business description | The ArKnet is a fintech platform connecting consumers to providers in the global $48 trillion household goods market, using augmented reality as the medium of interaction. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Going Concern | ||
Net cash used in operating activities | $ (1,014,724) | $ (635,027) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Nov. 06, 2019 | Oct. 10, 2019 | May 13, 2019 | Dec. 19, 2019 | Oct. 18, 2019 | Oct. 17, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2019 | Jul. 22, 2019 | Jul. 11, 2019 | Jul. 09, 2019 | Jan. 23, 2019 | Jan. 16, 2019 | Jan. 11, 2019 |
Convertible promissory note | $ 220,000 | $ 62,500 | $ 60,000 | ||||||||||||
Proceeds from related-party loan | 123,476 | $ 27,825 | |||||||||||||
Due to related party | 103,032 | 103,074 | |||||||||||||
Additional paid in capital | 6,095,053 | 4,692,609 | |||||||||||||
Convertible notes payable - related party | $ 976 | $ 81,290 | |||||||||||||
Interest rate | 8.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||
Dr. Leonard [Member] | |||||||||||||||
Fixed share price for repayment | $ 1 | ||||||||||||||
Adjustment to additional paid in capital, Imputed interest | $ 6,796 | ||||||||||||||
Proceeds from related-party loan | $ 26,000 | ||||||||||||||
Compensation description | The Company’s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. | ||||||||||||||
Principal payments on related-party loan | $ 28,166 | ||||||||||||||
Due to related party | 79,174 | ||||||||||||||
Annual compensation | $ 60,000 | ||||||||||||||
Officers compensation, annual increment rate | 5.00% | ||||||||||||||
Accured compensation | $ 35,000 | ||||||||||||||
Officer [Member] | |||||||||||||||
Proceeds from related-party loan | 37,825 | ||||||||||||||
Convertible notes payable - related party | 32,825 | ||||||||||||||
Advance from related party | $ 5,000 | ||||||||||||||
Interest rate | 5.00% | ||||||||||||||
Conversion price | $ 0.0025 | ||||||||||||||
Twenty Second Trust [Member] | |||||||||||||||
Interest payment default description | |||||||||||||||
Accrued interest | $ 25,361 | ||||||||||||||
ARKnet [Member] | |||||||||||||||
Initial license fee | $ 100,000 | ||||||||||||||
Annual maintainance fee description | 7.5% of net sales | ||||||||||||||
Accrued licence fees | 100,000 | ||||||||||||||
Due from related party | $ 100,000 | ||||||||||||||
ARKnet [Member] | Year 2024 and thereafter [Member] | |||||||||||||||
Annual maintenance fees | $ 400,000 | ||||||||||||||
ARKnet [Member] | Years 2022 and 2023 [Member] | |||||||||||||||
Annual maintenance fees | 300,000 | ||||||||||||||
ARKnet [Member] | Years 2020 and 2021 [Member] | |||||||||||||||
Annual maintenance fees | $ 200,000 | ||||||||||||||
CEO and Board Chairman [Member] | |||||||||||||||
Additional paid in capital | $ 13,750 | ||||||||||||||
Convertible promissory note [Member] | ARKnet [Member] | |||||||||||||||
Convertible promissory note | $ 62,500 | ||||||||||||||
Conversion price | $ 0.005 | ||||||||||||||
Maturity Period | 18 months | ||||||||||||||
Debt default, interest rate | 10.00% | ||||||||||||||
Interest rate | 5.00% | ||||||||||||||
Related party [Member] | Twenty Second Trust [Member] | |||||||||||||||
Debt default, interest rate | 10.00% | ||||||||||||||
Interest rate | 5.00% | ||||||||||||||
Due to related party | $ 20,885 | ||||||||||||||
Due from related party | 79,174 | ||||||||||||||
Accrued interest | 4,848 | ||||||||||||||
Outstanding balance or principal and interest | $ 123,393 | $ 121,359 | |||||||||||||
Related party [Member] | Convertible promissory note [Member] | |||||||||||||||
Convertible promissory note | $ 60,000 | ||||||||||||||
Conversion price | $ 0.004 | ||||||||||||||
Maturity Period | 18 months | ||||||||||||||
Debt default, interest rate | 10.00% | ||||||||||||||
Interest rate | 5.00% |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | Aug. 14, 2018 | Jul. 19, 2019 | Aug. 29, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 11, 2019 | Dec. 31, 2017 |
Imputed interest | $ 16,707 | $ 17,931 | |||||
Imputed Interest rate | 8.00% | ||||||
Stock payable | $ 172,938 | ||||||
Share issued during the period | 1,571,976,979 | 246,542,274 | |||||
Common stock shares issued for incentive to creditor | 15,000,000 | ||||||
Debt discount | $ 127,500 | ||||||
Shares issued for settlement | 10,000,000 | ||||||
Gain or (loss) on litigation | $ (55,000) | $ 2,426,668 | (256,000) | ||||
Shares issued for settlement of lawsuit | $ 5,000 | 5,000 | |||||
Additional paid in capital | $ 6,095,053 | $ 4,692,609 | |||||
Shares issued | |||||||
Loss on settlement | $ (96,993) | ||||||
Preferred stock shares authorized | 13,795,104 | 13,795,104 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||
Series E Preferred Stock [Member] | |||||||
Accrued expenses | $ 1,837,000 | ||||||
Convertible promissory note [Member] | |||||||
Debt conversion converted instrument shares issued | 1,551,562,038 | 221,542,274 | |||||
Principal reduction on debt conversion original amount | $ 525,621 | $ 306,623 | |||||
Reduction on debt conversion converted instrument, Accrued interest | 44,418 | 27,728 | |||||
Loss on conversion | 127,031 | 41,278 | |||||
Conversion fees | 4,500 | ||||||
Decrease in derivative liabilities | 471,233 | $ 326,339 | |||||
CEO and Board Chairman [Member] | |||||||
Additional paid in capital | $ 13,750 | ||||||
Australian Individual [Member] | Convertible promissory note [Member] | |||||||
Debt discount | $ 575,602 | ||||||
Debt conversion converted instrument shares issued | 30,414,329 | 3,623,055 | |||||
Principal reduction on debt conversion original amount | $ 4,258 | ||||||
Reduction on debt conversion converted instrument, Accrued interest | 695 | ||||||
Gain on this settlement of debt | 1,330 | ||||||
Fair value of shares | $ 3,623 | ||||||
ArKnet [Member] | Series E Preferred Stock [Member] | |||||||
Preferred stock shares authorized | 40,000 | ||||||
Preferred stock, par value | $ 0.0001 | ||||||
Description for share exchange ratio and voting rights | Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, | ||||||
Richard Morgan [Member] | |||||||
Shares issued for settlement | 10,000,000 | ||||||
Gain or (loss) on litigation | $ (55,000) | ||||||
Shares issued for settlement of lawsuit | $ 5,000 | ||||||
Previous supplier [Member] | |||||||
Shares issued | 12,500,000 | ||||||
Decrease in accounts payable | $ 35,000 | ||||||
Loss on settlement | 150,000 | ||||||
Share issued fair value | 185,000 | ||||||
Consultant Member [Member] | |||||||
Stock payable | $ 26,281 | ||||||
Shares issued | 4,291,886 | ||||||
Additional expense | $ 313 | ||||||
Additional stock payable | $ 19,888 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt (Details) | ||
Loans from related parties | $ 103,032 | $ 103,074 |
Convertible notes payable, related party | 111,999 | 81,340 |
Short-term convertible notes payable, net | 814,685 | 627,928 |
Convertible notes payable in default | 32,000 | 422,565 |
Short-term notes payable | 15,465 | 15,501 |
Court Judgment liability | 250,000 | 250,000 |
Derivative liability | 2,365,367 | 365,497 |
Long-term convertible notes payable, net | 158,156 | 25,000 |
Long-term convertible notes payable, related party | 84,091 | 32,825 |
Crypto currency notes payable | 100,000 | |
Totals | $ 3,934,795 | $ 2,023,730 |
Debt (Details 1)
Debt (Details 1) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
All convertible promissory notes [Member] | ||
Unpaid principal | $ 1,578,917 | $ 1,121,243 |
Discounts | (574,076) | (45,750) |
Convertible notes payable | 1,004,841 | 1,075,493 |
Classified as short-term [Member] | ||
Unpaid principal | 1,183,685 | 673,678 |
Discounts | (369,000) | (45,750) |
Convertible notes payable | 814,685 | 627,928 |
Classified as long-term [Member] | ||
Unpaid principal | 363,232 | 25,000 |
Discounts | (205,076) | |
Convertible notes payable | 158,156 | 25,000 |
Classified as in default [Member] | ||
Unpaid principal | 32,000 | 422,565 |
Discounts | ||
Convertible notes payable | $ 32,000 | $ 422,565 |
Debt (Details 2)
Debt (Details 2) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt (Details 2) | |
Opening Balance | $ 365,497 |
Changes due to new issuances | 1,044,749 |
Changes due to extinguishments | (471,233) |
Changes due to adjustment to fair value | 1,426,354 |
Ending balance | $ 2,365,367 |
Debt (Details Narrative)
Debt (Details Narrative) | Nov. 06, 2019USD ($) | Oct. 10, 2019USD ($)$ / shares | Aug. 06, 2019USD ($) | Jul. 09, 2019USD ($) | May 13, 2019USD ($)shares | May 02, 2019USD ($) | Jan. 11, 2019USD ($)shares | Aug. 07, 2018USD ($) | Dec. 19, 2019USD ($)$ / shares | Oct. 18, 2019USD ($) | Jul. 22, 2019USD ($) | Jul. 19, 2019shares | Jan. 23, 2019USD ($)shares | Jan. 16, 2019USD ($)shares | Dec. 31, 2019USD ($)integer$ / sharesshares | Dec. 31, 2018USD ($) | Jul. 31, 2019USD ($) |
Interest expense | $ 140,491 | $ (568,828) | $ (1,363,437) | ||||||||||||||
Interest rate | 8.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||||||||||
Convertible promissory notes, issued | $ 220,000 | $ 62,500 | $ 60,000 | ||||||||||||||
Conversion price per share | $ / shares | $ 0.005 | $ 0.004 | |||||||||||||||
Gain on related party transaction | $ 3,334 | ||||||||||||||||
Debt conversion description | This note may convert to common stock at 63% of the lowest closing bid price for the twenty trading days prior to conversion. | ||||||||||||||||
Proceeds from convertible debt | $ 200,000 | ||||||||||||||||
Convertible notes payable - related party | $ 976 | 81,290 | |||||||||||||||
Original issue discount | $ 20,000 | ||||||||||||||||
Totals | $ 3,934,795 | 2,023,730 | |||||||||||||||
Maturity date | Nov. 13, 2020 | ||||||||||||||||
Convertible note converted in shares | shares | |||||||||||||||||
Proceeds from related-party loan | $ 123,476 | 27,825 | |||||||||||||||
Proceeds from convertible notes payable | 1,092,700 | 600,175 | |||||||||||||||
Debt discount | 127,500 | ||||||||||||||||
Loans from related parties | 15,465 | 15,501 | |||||||||||||||
Convertible notes payable, principal | 814,685 | 627,928 | |||||||||||||||
Interest paid | 40,781 | 8,021 | |||||||||||||||
Convertible promissory note [Member] | Australian Individual [Member] | |||||||||||||||||
Accrued interest | 117,035 | ||||||||||||||||
Debt discount | 575,602 | ||||||||||||||||
Convertible notes payable, principal | 4,258 | ||||||||||||||||
Interest paid | $ 40,781 | ||||||||||||||||
Number of convertible promissory notes | integer | |||||||||||||||||
Convertible notes payable, default | $ 32,000 | ||||||||||||||||
Convertible notes payable, interest | 695 | ||||||||||||||||
Gain on settlement | $ 1,330 | ||||||||||||||||
Debt instrument converted amount shares issued | shares | 30,414,329 | 3,623,055 | |||||||||||||||
Convertible promissory note [Member] | Accrues interest[Member] | |||||||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | |||||||||||||
Convertible promissory note [Member] | Principal [Member] | |||||||||||||||||
Interest rate | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||
Promissory note [Member] | |||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Convertible promissory notes, issued | $ 5,725 | $ 100,000 | $ 1,475 | $ 4,000 | $ 20,331 | ||||||||||||
Maturity date | Jul. 8, 2020 | Jul. 23, 2020 | Jul. 16, 2020 | ||||||||||||||
Convertible note converted in shares | shares | 8,178,571 | 83,333,333 | 1,109,023 | 3,007,519 | 29,044,286 | ||||||||||||
Crypto Exchange Promissory Note [Member] | |||||||||||||||||
Convertible promissory notes, issued | $ 100,000 | ||||||||||||||||
Debt conversion description | The holder can convert unpaid principal and accrued interest into KLK20 tokens at any time at the rate of $0.25 per token. | ||||||||||||||||
Accrued interest | |||||||||||||||||
Trade account payable | $ 83,343 | ||||||||||||||||
Interest Payable | |||||||||||||||||
Debt paid in cash | 35,000 | ||||||||||||||||
Gain on trade account payable | $ 48,343 | ||||||||||||||||
Interest rate description | The Crypto Note accrues interest at 4% until maturity which is 18 months from issue and 10% after maturity. | ||||||||||||||||
To Retire Trade Debts [Member] | |||||||||||||||||
Convertible promissory notes, issued | $ 500,000 | 320,000 | 162,750 | 1,283,757 | 633,000 | ||||||||||||
Original issue discount | 25,500 | 12,750 | 71,688 | ||||||||||||||
Proceeds from convertible notes payable | $ 294,500 | $ 150,000 | 1,216,176 | $ 561,313 | |||||||||||||
Effective interest rate | 5.00% | 8.00% | 8.00% | 289.00% | |||||||||||||
shares issued | $ 30,844,098 | ||||||||||||||||
Derivatives | $ 209,040 | ||||||||||||||||
Debt discount | $ 150,000 | $ 983,083 | |||||||||||||||
Convertible Note Derivatives [Member] | |||||||||||||||||
Default interest rate, description | An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. | ||||||||||||||||
Notes redemption, description | The Holders would redeem the notes (with penalties up to 50% depending on the date and full––partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. | ||||||||||||||||
Fair value of derivatives | $ 2,365,367 | ||||||||||||||||
Convertible Note Derivatives [Member] | Minimum [Member] | |||||||||||||||||
Effective interest rate | 11.00% | 243.00% | |||||||||||||||
Assumption of stock price per shares | $ / shares | $ 0.0289 | ||||||||||||||||
Notes conversion trading days | integer | 20 | ||||||||||||||||
Estimated effective discount rate | 35.00% | ||||||||||||||||
Volatility rate | 190.00% | ||||||||||||||||
Convertible Note Derivatives [Member] | Maximum [Member] | |||||||||||||||||
Effective interest rate | 564.00% | 289.00% | |||||||||||||||
Assumption of stock price per shares | $ / shares | $ 0.0115 | ||||||||||||||||
Notes conversion trading days | integer | 25 | ||||||||||||||||
Estimated effective discount rate | 42.00% | ||||||||||||||||
Volatility rate | 227.60% | ||||||||||||||||
Officer [Member] | |||||||||||||||||
Interest rate | 5.00% | ||||||||||||||||
Convertible notes payable - related party | $ 32,825 | ||||||||||||||||
Proceeds from related-party loan | 37,825 | ||||||||||||||||
Advance from related party | $ 5,000 | ||||||||||||||||
Conversion price | $ / shares | $ 0.0025 | ||||||||||||||||
Lending Institution [Member] | Convertible promissory note [Member] | |||||||||||||||||
Convertible promissory notes, issued | $ 176,000 | ||||||||||||||||
Debt conversion description | Mature between April 17, 2020 and June 20, 2020. After 180 days from the note date, these notes may convert at 58% of the lowest two trading prices for the twenty days prior to conversion. | ||||||||||||||||
Proceeds from convertible notes payable | $ 167,000 | ||||||||||||||||
Effective interest rate | 12.00% | ||||||||||||||||
Twenty Second Trust [Member] | |||||||||||||||||
Accrued interest | $ 25,361 | ||||||||||||||||
Loans from related parties | 202,567 | ||||||||||||||||
Convertible notes payable, principal | 98,032 | ||||||||||||||||
Twenty Second Trust [Member] | Related Party [Member] | |||||||||||||||||
Accrued interest | 4,848 | ||||||||||||||||
Related party debt | $ 79,174 |
Litigation Gains and Losses (De
Litigation Gains and Losses (Details Narrative) - USD ($) | Aug. 14, 2018 | Oct. 12, 2017 | Oct. 17, 2018 | Aug. 29, 2017 | Dec. 16, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 10, 2017 | Jun. 16, 2017 |
Amount of damages sought | $ 2,377,915 | |||||||||
Interest rate | 4.50% | |||||||||
Loss contingency damages sought interest amount | $ 4,459 | |||||||||
Litigation amount damages sought included in liabilities removed | $ 2,377,915 | |||||||||
Shares issued for settlement of lawsuit | $ 5,000 | $ 5,000 | ||||||||
Gain or (loss) on litigation | $ (55,000) | $ 2,426,668 | $ (256,000) | |||||||
Shares issued for settlement | 10,000,000 | |||||||||
Litigation settlement, accrued interest | $ 44,294 | |||||||||
McRae [Member] | ||||||||||
Gain or (loss) on litigation | $ 201,000 | |||||||||
Failed to pay shares (Common Stock) to employee | 35,000,000 | |||||||||
Common stock shares offered for settlement | 50,000,000 | |||||||||
Loss contingency damages sought by related party, restricted shares | 850,000,000 | |||||||||
Description for the amendment to the litigation filed against company by related party | McRae filed a complaint, later amended twice, against the Company in the US District Court in Kansas. The amended complaint alleges 1) that the Company breached a written agreement in an alleged employment by failing to pay him 35,000,000 shares of the Company’s common stock and terminating his association with the Company on June 16, 2017 without proper notice. The complaint goes on to allege 2) that the Company committed fraud by silence for failing to inform him of an intent to receive the benefit of his services while harboring an intent to not compensate him, 3) that the Company breached an unwritten agreement with him to provide him with 185,000,000 shares of the Company’s common stock, and 4) that the Company breached a convertible promissory note by failing and refusing to repay him the principal and accrued interest thereunder. | |||||||||
McRae [Member] | Maximum [Member] | ||||||||||
Liability for lawsuits | $ 250,000 | |||||||||
McRae [Member] | Minimum [Member] | ||||||||||
Liability for lawsuits | $ 49,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes (Details) | ||
Net operating loss carry-forward | $ 4,579,500 | $ 3,380,285 |
Deferred tax asset | 961,695 | 709,860 |
Valuation allowance | (961,695) | (709,860) |
Net future income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes (Details Narrative) | |
Operating loss carry-forwards expiration period | 2022 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 05, 2020 | Dec. 31, 2019 | Dec. 19, 2019 | Nov. 06, 2019 | Oct. 10, 2019 | May 13, 2019 | Jan. 23, 2019 | Jan. 16, 2019 | Jan. 11, 2019 |
Convertible promissory notes, issued | $ 60,000 | $ 220,000 | $ 62,500 | ||||||
ARKnet [Member] | Subsequent Event [Member] | |||||||||
Convertible promissory notes, issued | $ 35,000 |