Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | May 22, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
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, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 6,603,192,848 | ||
Entity Public Float | $ 3,002,442 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55721 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 84-2340972 | ||
Entity Address Address Line 1 | 1846 E. Innovation Park Drive | ||
Entity Address City Or Town | Oro Valley | ||
Entity Address State Or Province | AZ | ||
Entity Address Postal Zip Code | 85755 | ||
City Area Code | 520 | ||
Local Phone Number | 318-5578 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX | ||
Auditor Firm Id | 2738 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 10,361 | $ 119,466 |
Total current assets | 10,361 | 119,466 |
Non-current assets: | ||
Property, plant and equipment, net | 10,862 | 25,344 |
TOTAL ASSETS | 21,223 | 144,810 |
LIABILITIES | ||
Accounts payable and accrued expenses | 1,143,766 | 813,024 |
Accounts payable - related party | 930,000 | 706,476 |
Loans from related parties | 116,088 | 103,640 |
Convertible notes payable - related party, net | 108,792 | 70,392 |
Short-term convertible notes payable, net | 1,671,805 | 1,637,812 |
Convertible notes payable in default | 499,426 | 32,000 |
Short-term notes payable, net | 67,227 | 15,989 |
Derivative liability | 877,534 | 1,384,775 |
Total current liabilities | 5,414,638 | 4,764,108 |
Long-term convertible notes payable, related party, net | 0 | 14,996 |
Total non-current liabilities | 0 | 14,996 |
TOTAL LIABILITIES | 5,414,638 | 4,779,104 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.00001 par value. 6.5 billion shares authorized. 6,237,077,061 and 5,866,608,915 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 62,371 | 58,666 |
Additional paid in capital | 16,162,774 | 15,337,300 |
Common stock payable | 164,509 | 640,584 |
Accumulated deficit | (21,911,052) | (20,742,160) |
Effect of foreign currency exchange | 127,949 | 71,282 |
TOTAL STOCKHOLDERS' DEFICIT | (5,393,415) | (4,634,294) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 21,223 | 144,810 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 4 | 4 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | $ 30 | $ 30 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 6,237,077,061 | 5,866,608,915 |
Common stock, shares outstanding | 6,237,077,061 | 5,866,608,915 |
Series F Convertible Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 290,397 | 290,397 |
Preferred stock, shares issued | 290,397 | 290,397 |
Preferred stock, shares outstanding | 290,397 | 290,397 |
Series E Convertible Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 40,000 | 40,000 |
Preferred stock, shares outstanding | 40,000 | 40,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
REVENUES | ||
Online sales platform | $ 3 | $ 22 |
Products | 30 | 240 |
Total revenues | 33 | 262 |
Cost of sales | 2 | 79 |
Gross profit | 31 | 183 |
OPERATING EXPENSES | ||
General and administrative | 591,907 | 2,862,773 |
Bad debt expense | 150,760 | |
Depreciation expense | 14,482 | 14,482 |
Research and development | 465,633 | 1,239,133 |
Total operating expenses | 1,072,022 | 4,267,148 |
Operating loss | (1,071,991) | (4,266,965) |
OTHER INCOME / (EXPENSE) | ||
Gain/(loss) on settlement of debt | 108,087 | (225) |
Interest expense | (806,482) | (1,238,843) |
Change in value of derivatives | 601,494 | 425,842 |
Total other | (96,901) | (813,226) |
Net loss | (1,168,892) | (5,080,191) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Effect of foreign currency exchange | 56,667 | 53,444 |
Net comprehensive income or (loss) | $ (1,112,225) | $ (5,026,747) |
Net (loss) or income per common share | ||
Basic and fully diluted | $ 0 | $ 0 |
Weighted average shares outstanding | ||
Basic and fully diluted | 6,007,163,665 | 4,721,741,017 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders Deficit - USD ($) | Total | Common Stock | Series D, Preferred Stock | Series E, Preferred Stock | Series F, Preferred Stock | Additional Paid-in Capital | Stock Payable | Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) |
Balance, amount at Dec. 31, 2020 | $ (3,837,841) | $ 41,205 | $ 1,380 | $ 4 | $ 30 | $ 11,427,087 | $ 336,584 | $ 17,838 | $ (15,661,969) |
Balance, shares at Dec. 31, 2020 | 4,120,475,247 | 13,795,104 | 40,000 | 290,397 | |||||
Shares issued for conversion of debt, amount | 1,090,045 | $ 2,959 | $ 0 | $ 0 | $ 0 | 1,087,086 | 0 | 0 | 0 |
Shares issued for conversion of debt, shares | 295,898,288 | ||||||||
Derivative associated with early debt retirement | 650,208 | $ 0 | 0 | 0 | 0 | 650,208 | 0 | 0 | 0 |
Shares issued for services, amount | 7,125 | $ 2,141 | 0 | 0 | 0 | 2,116,384 | (2,111,400) | 0 | 0 |
Shares issued for services, shares | 214,125,000 | ||||||||
Shares issued as enticement for loan, amount | 56,815 | $ 66 | 0 | 0 | 0 | 56,749 | 0 | 0 | 0 |
Shares issued as enticement for loan, shares | 6,600,000 | ||||||||
Shares issued to convert Series D preferred to common, amount | 0 | $ 13,795 | $ (1,380) | (12,415) | 0 | 0 | 0 | ||
Shares issued to convert Series D preferred to common, shares | 1,379,510,380 | (13,795,104) | |||||||
Shares retired by Chief Executive Officer, amount | 0 | $ (1,500) | $ 0 | 0 | 0 | 1,500 | 0 | 0 | 0 |
Shares retired by Chief Executive Officer, shares | (150,000,000) | ||||||||
Stock payable for services | 2,415,400 | $ 0 | 0 | 0 | 0 | 0 | 2,415,400 | 0 | 0 |
Imputed interest | 10,701 | 0 | 0 | 0 | 0 | 10,701 | 0 | 0 | 0 |
Effect of foreign currency exchange | 53,444 | 0 | 0 | 0 | 0 | 0 | 0 | 53,444 | 0 |
Net loss | (5,080,191) | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | (5,080,191) |
Balance, shares at Dec. 31, 2021 | 5,866,608,915 | 40,000 | 290,397 | ||||||
Balance, amount at Dec. 31, 2021 | (4,634,294) | $ 58,666 | 0 | $ 4 | $ 30 | 15,337,300 | 640,584 | 71,282 | (20,742,160) |
Shares issued for conversion of debt, amount | 142,695 | $ 2,275 | 0 | 0 | 0 | 140,420 | 0 | 0 | 0 |
Shares issued for conversion of debt, shares | 227,485,212 | ||||||||
Derivative associated with early debt retirement | 74,042 | $ 0 | 0 | 0 | 0 | 74,042 | 0 | 0 | 0 |
Shares issued as enticement for loan, amount | 8,200 | $ 79 | 0 | 0 | 0 | 8,121 | 0 | 0 | 0 |
Shares issued as enticement for loan, shares | 7,850,000 | ||||||||
Stock payable for services | 87,175 | $ 0 | 0 | 0 | 0 | 0 | 87,175 | 0 | 0 |
Imputed interest | 9,379 | 0 | 0 | 0 | 0 | 9,379 | 0 | 0 | 0 |
Effect of foreign currency exchange | 56,667 | 0 | 0 | 0 | 0 | 0 | 0 | 56,667 | 0 |
Net loss | (1,168,892) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1,168,892) |
Shares issued for conversion of accounts payable, amount | 28,913 | $ 332 | 0 | 0 | 0 | 28,581 | 0 | 0 | 0 |
Shares issued for conversion of accounts payable, shares | 33,236,858 | ||||||||
Shares issued for stock payable, amount | 0 | $ 989 | 0 | $ 0 | $ 0 | 562,261 | (563,250) | 0 | 0 |
Shares issued for stock payable, shares | 98,896,076 | ||||||||
Shares issued to Director, amount | $ 2,700 | $ 30 | 2,670 | 0 | |||||
Shares issued to Director, shares | 3,000,000 | ||||||||
Balance, shares at Dec. 31, 2022 | 3,000,000 | 6,237,077,061 | 40,000 | 290,397 | |||||
Balance, amount at Dec. 31, 2022 | $ (5,393,415) | $ 62,371 | $ 0 | $ 4 | $ 30 | $ 16,162,774 | $ 164,509 | $ 127,949 | $ (21,911,052) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (1,168,892) | $ (5,080,191) |
Stock-based compensation | 89,875 | 2,422,525 |
Depreciation, depletion and amortization | 14,482 | 14,482 |
Change in fair value of derivative | (601,494) | (425,842) |
Gain/(loss) on debt settlements | (108,087) | 225 |
Amortization of discounts on notes payable | 593,261 | 1,092,397 |
Imputed interest | 9,379 | 10,701 |
Bad debt expense | 0 | 150,760 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | (760) |
Accounts payable and accrued expenses | 319,689 | 368,943 |
Accounts payable - related party | 238,000 | 197,000 |
Net cash used in operating activities | (613,787) | (1,249,760) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in Accumen | 0 | (150,000) |
Net cash used in investing activities | 0 | (150,000) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 275,000 | 1,416,000 |
Proceeds from convertible notes payable, related party | 0 | 40,000 |
Principal payments on convertible notes payable | (1,600) | 0 |
Payment of expenses by related parties | 0 | 6,000 |
Proceeds from notes payable | 50,000 | 0 |
Principal payments on related-party loans | 0 | (22,098) |
Net cash provided by financing activities | 323,400 | 1,439,902 |
Effect of exchange rate changes on cash and cash equivalents | 181,282 | (35,203) |
Net increase/(decrease) in cash | (109,105) | 4,939 |
Cash and equivalents - beginning of period | 119,466 | 114,527 |
Cash and equivalents - end of period | 10,361 | 119,466 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 202,495 | 1,102,110 |
Conversion of debt and interest to common stock | 142,695 | 1,090,045 |
Settlement of derivative liability | 74,042 | 650,208 |
Shares issued for trade debts | 28,913 | |
Shares issued for stock payable | 563,250 | 2,111,400 |
Shares for debt enticement | 0 | 56,815 |
Preferred for common shares | 0 | 13,795 |
Shares retired | 0 | 1,500 |
Accounts payable settled with convertible note | 0 | 247,426 |
Initial derivative | $ 168,295 | $ 981,295 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
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 patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking. Tautachrome is currently pursuing four 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: 4. New Platform Exploitation: PXR Platforms In the long term, we envision a KlickZie ARknet with billions of users and ARks connecting humanity, commerce, information, crypto currency, and innovation in economically useful ways. In the mid-term, we aim to achieve significant cash flow by coupling the KlickZie and PXR Platforms together to develop unique partnerships with a number of Fortune 50 corporations. 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. 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. At December 31, 2022 and 2021, we had total liabilities of $5,414,638 and $4,779,104, respectively. Of this amount, only the derivative liabilities of $877,534 and 1,384,775, respectively ,were calculated using level 3 inputs. All other liabilities were calculated using level 1 inputs. 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 6 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2022 and 2021. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern | |
Going Concern | Note 2 – 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 $613,787 and $1,249,760 for the years ended December 31, 2022 and 2021, respectively, and have experienced recurring losses, and negative working capital at December 31, 2022 and 2021. 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, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 3 – Related Party Transactions Accounts payable – related party consists of $130,000 accrued to our former CEO and Director, Dr. Jon Leonard for unpaid salary and $800,000 owed in accrued license fees to Arknet. Loans from Related Parties consists of $97,480 owed to Michael Nugent, $5,000 owed to David LaMountain, our CEO, and $13,608 owed to various members of the Nugent family. At December 31, 2021, we owed $103,640 to Michael Nugent and members of the Nugent family. Convertible Notes Payable, Related Party, Net consists of $70,392 that are owed to officers and directors of the company and $38,400 due to Arknet. The discount on this note has been fully amortized to interest expense. At December 31, 2021, we owed $70,392 to officers and directors of the Company. 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%. Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the year ended December 31, 2022, we imputed $9,379 of such interest. We issued 3,000,000 shares to a Director pursuant to our agreement with him. We valued the shares at the grant date fair value and charged general and administrative expenses with $2,700. 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 $17 was recorded as additional paid-in capital for the year ended December 31, 2022. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed. At December 31, 2022, the balanced owed Dr. Leonard is $419. Common Stock On December 29, 2021, Dr. Jon Leonard, our Chief Executive Officer, retired 150,000,000 shares of common stock. |
Capital
Capital | 12 Months Ended |
Dec. 31, 2022 | |
Capital | |
Capital | Note 4 – Capital Common Stock During the year ended December 31, 2021, we issued · 295,898,288 shares in conversion of $1,045,000 of principal and $45,045 of interest. We realized no gain or loss on the conversions. · 214,125,000 shares to pay contractors for marketing campaigns. As a result, we charged general and administrative expenses with $2,118,525. We valued the issuances at the fair-value grant date. Of the $2,118,525 charged to general and administrative expenses, $2,111,400 we charged to expense in previous periods. · 6,600,000 to a creditor as an enticement to enter into three convertible promissory notes whose principal amounts were $1,125,000 in the aggregate. The grant-date fair value of these enticements were $56,815 and are accounted for as debt discounts. · 1,379,510,380 shares to convert all of the issued and outstanding Preferred D series shares into common stock according to the terms of the agreement. We recognized no gain or loss on the conversion. · A negative 150,000,000 shares which were retired from our Chief Executive Officer, Jon Leonard. During the year ended December 31, 2022, we issued the following common shares: · 227,485,212 shares converting $129,371 of principal and $13,324 in interest for convertible debt into equity. We recognized no gain or loss on the transactions. · 7,850,000 shares an enticement for a convertible promissory note. We valued the shares at the grant date fair value and included $8,200 into equity. We accounted for the cost of these shares as a debt discount to be amortized over the life of the loan. · 3,000,000 shares to a Director pursuant to our agreement with him. We valued the shares at the grant date fair value and charged general and administrative expenses with $2,700. · 33,236,858 shares to our software development company to extinguish $137,000 of invoices due to them. We valued the shares at the grant data fair value and recorded a gain in the amount of $108,087. Stock Payable For the year ended December 31, 2022 we recorded stock payable to consultants of $87,175 pursuant to our contracts with them. · One consultant’s stock payable was valued per contract at $25,000 per quarter for a total of $50,000 for the year ended December 31, 2022. The actual number of shares to be issued will be calculated upon issuance. · Another consultant’s stock payable was valued at the total amount of work performed less $10,000 per month payable in cash. This consultant’s stock payable was therefore valued at $37,175 for work performed during the year ended December 31, 2022. The actual number of shares to be issued will be calculated upon issuance. During the year ended December 31, 2022, we issued 98,896,076 shares to a consultant to extinguish a stock payable in the amount of $563,250. 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, 2022 and 2021, these amounted to $9,379 and $10,701, respectively. Preferred Stock In October, 2016 we issued 13,795,104 shares of Series D preferred stock to our (then) directors in exchange for 1,379,510,380 shares of common stock. This series of preferred stock was subject to two separate rights to convert to common stock. The first could be elected by the shareholder if the stock sold for greater than $3 per share. The second was automatic and would not be trigger until October 5, 2021. On that date, the original 1,379,510,380 common shares were issued retiring the Series D preferred stock. There was no gain or loss on the conversion because the value of the common shares issued equaled the value of the Series D Preferred shares. 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 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. In September, 2020 we issued 290,397 Series F Preferred shares in retirement of twelve convertible promissory notes to Arknet. In so doing, we reduced our liability to them in the amount of $610,500 of principal and $14,735 in interest. Each share of Series F preferred is convertible into 1,000 shares of common stock. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends unless all other classes of dividends have been paid, · They are entitled to no liquidation rights. In October, 2016 we issued 13,795,104 shares of Series D preferred stock to our (then) directors in exchange for 1,379,510,380 shares of common stock. This series of preferred stock was subject to two separate rights to convert to common stock. The first could be elected by the shareholder if the stock sold for greater than $3 per share. The second was automatic and would not be trigger until October 5, 2021. On that date, the original 1,379,510,380 common shares were issued retiring the Series D preferred stock. There was no gain or loss on the conversion because the value of the common shares issued equaled the value of the Series D Preferred shares. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | Note 5 - Debt Our debt in certain categories went from $3,259,604 at December 31, 2021 to $3,340,872 at December 31, 2022 as follows: 12/31/22 12/31/21 Loans from related parties $ 116,088 $ 103,640 Convertible notes payable, related party 108,792 70,392 Short-term convertible notes payable, net 1,671,805 1,637,812 Convertible notes payable in default 499,426 32,000 Short-term notes payable 67,227 15,989 Derivative liability 877,534 1,384,775 Long-term convertible notes payable, related party - 14,996 Totals $ 3,340,872 $ 3,259,604 Loans from related parties Loans from Related Parties consists of $97,480 owed to Michael Nugent, $5,000 owed to David LaMountain, our CEO, and $13,608 owed to various members of the Nugent family. At December 31, 2021, we owed $103,640 to Michael Nugent and various members of the Nugent family. Convertible notes payable – related party, net At December 31, 2022, we owed $108,792 of related-party notes which are convertible into common stock, of which $69,973 is owed to David LaMountain, Our Chief Operating Officer and $419 to Dr. Jon Leonard, our former Chief Executive Officer. At December 31, 2021, we owed $70,392 of related-party notes which are convertible into common stock, of which $69,973 is owed to David LaMountain, Our Chief Operating Officer and $419 to Dr. Jon Leonard, our Chief Executive Officer. As of December 31, 2021, all discounts on this items had been fully amortized. During the year ended December 31, 2021, we amortized $26,316 of discounts to interest expense from this category. As of December 31, 2022, all discounts on these items had been fully amortized. Additionally at December 31, 2022, we owed $38,400 to ArKnet. Short-term convertible notes payable – third-party, net 2021 Unpaid principal on short-term convertible notes payable at December 31, 2021 was $2,137,349, net of discounts of $499,537 (or $1,637,812). We have three convertible promissory notes which are in default at December 31, 2021 totaling $32,000. There are no discount balances on these notes. During the year ended December 31, 2021 we issued 220,978,521 shares to convert five outstanding convertible notes in their entirety and 220,978,521 shares to convert a portion of another. We reduced unpaid principal by $1,045,000 and unpaid interest by $45,045. There was no gain or loss related to the conversions. During the year ended December 31, 2021, we issued the following promissory notes: · we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures February 17, 2022 and bears interest at 8% (24% default rate). They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. · we issued a promissory note in the amount of $520,000, receiving proceeds of $500,000 with a discount of $136,844. The note matures September 3, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $344,816 upon issuance consisting of 28,875 for the fair value of the 2,750,000 shares issued to entice the lender, an original issue discount of $20,000 and the initial derivative of $295,941. We amortized $283,590 of this discount to interest expense during the year ended December 31, 2021. · we issued a convertible note to a software developer to convert $247,426 of outstanding accounts payable into a convertible note. The initial derivative associated with this instrument was $109,247 of which we have amortized $55,248 as of December 31, 2021. The note is convertible at $0.008265 and is due September 3, 2022. · we issued a promissory note in the amount of $520,000, receiving proceeds of $500,000. The note matures August 17, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $338,842 upon issuance consisting of 23,650 for the fair value of the 2,750,000 shares issued to entice the lender, an original issue discount of $20,000 and the initial derivative of $295,192. We amortized $87,035 of this discount to interest expense during the year ended December 31, 2021. · we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures December 28, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $139,695 upon issuance consisting of $4,290 for the fair value of the 1,100,000 shares issued to entice the lender, an original issue discount of $7,000, $5,000 of associated legal fees and the initial derivative of $123,405. We amortized $7,189 of this discount to interest expense during the year ended December 31, 2021. 2022 During the year ended December 31, 2022: · we issued a promissory note in the amount of $108,000, receiving proceeds of $100,000. The note matures April 28, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $69,523 upon issuance consisting of $8,000 of an original issue discount and the initial derivative of $61,523. At December 31, 2022, we had unamortized discounts of $29,855 for a net balance of $78,145. · we issued a promissory note in the amount of $81,000, receiving proceeds of $75,000. The note matures July 5, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $56,921 upon issuance consisting of $6,000 of an original issue discount, the initial derivative of $45,921 and $5,000 resulting from the fair value of 6,250,000 shares issued as an inticement for the loan. At December 31, 2022, we had unamortized discounts of $40,052 for a net balance of $40,948. · we issued a promissory note in the amount of $108,000, receiving proceeds of $100,000. The note matures November 1, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $68,851 upon issuance consisting of $8,000 of an original issue discount and the initial derivative of $60,851. At December 31, 2022, we had unamortized discounts of $62,105 for a net balance of $45,895. Short-term notes payable At December 31,2022, we owed AU$22,000 (US$14,989) to three Australian investors on promissory notes which contain no conversion privileges. In addition, during the year ended December 31, 2022 we issued a promissory note in the amount of $54,000, receiving proceeds of $50,000 and incurring an original issue discount of $4,000. On this note, we also issued 1,600,000 common shares as an enticement for this loan which we valued at $3,200, also recorded as a debt discount (for a total initial discount of $7,200). At December 31, 2022, we had unamortized discounts of $1,762 for a net balance ofr $52,238. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the year ended December 31, 2022, we imputed $9,379 of such interest. Derivative liabilities The above-referenced convertible promissory notes issued during the year ended December 31, 2022 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 December 31, 2022 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, 2022. The following assumptions were used for the valuation of the derivative liability related to the Notes: · The stock price 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 are 37%. · 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 169.0% – 210.0% (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 four instruments issued during the year ended December 31, 2022 range from 112% to 132%. At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. At December 31, 2022, we determined the fair value of these derivatives were $877,534. Changes in outstanding derivative liabilities are as follows: Balance, December 31, 2021 $ 1,384,775 Changes due to new issuances 168,295 Changes due to extinguishments (74,042 ) Changes due to adjustment to fair value (601,494 ) Balance, December 31, 2022 $ 877,534 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 6 – Income Taxes Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 12/31/22 12/31/21 Net operating loss carry-forward $ 9,175,662 $ 8,095,091 Deferred tax asset $ 1,926,889 $ 1,699,969 Valuation allowance (1,926,889 ) (1,699,969 ) Net future income taxes $ - $ - Deferred taxes for 2022 and 2021 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | Note 7 – Subsequent Events On January 19, 2023 the Board of Directors of the corporation voted unanimously to change the name of the issuer from Tautachrome Inc to ARtelligence Group Inc. The name change is pending approval of FINRA. On March 31, 2023, Timothy A. Holly, d/b/a Timothy A. Holly and Associates ("Holly"), who is also a director of the Company, exchanged an Exclusive Capital Lease of Trade Secrets of the PXR Tactical Platform and the PXR Strategic Platform trade secrets for five (5) shares of Series I Perpetual Preferred Stock from the Company. We issued 366,115,787 shares in conversion of debt. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Contingencies | |
Contingencies | Note 8 – Contingencies None |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
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. |
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. |
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. |
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. |
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 6 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2022 and 2021. |
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. At December 31, 2022 and 2021, we had total liabilities of $5,414,638 and $4,779,104, respectively. Of this amount, only the derivative liabilities of $877,534 and 1,384,775, respectively ,were calculated using level 3 inputs. All other liabilities were calculated using level 1 inputs. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Summary of debt | 12/31/22 12/31/21 Loans from related parties $ 116,088 $ 103,640 Convertible notes payable, related party 108,792 70,392 Short-term convertible notes payable, net 1,671,805 1,637,812 Convertible notes payable in default 499,426 32,000 Short-term notes payable 67,227 15,989 Derivative liability 877,534 1,384,775 Long-term convertible notes payable, related party - 14,996 Totals $ 3,340,872 $ 3,259,604 |
Changes in outstanding derivative liabilities | Balance, December 31, 2021 $ 1,384,775 Changes due to new issuances 168,295 Changes due to extinguishments (74,042 ) Changes due to adjustment to fair value (601,494 ) Balance, December 31, 2022 $ 877,534 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Summary of deferred income taxes | 12/31/22 12/31/21 Net operating loss carry-forward $ 9,175,662 $ 8,095,091 Deferred tax asset $ 1,926,889 $ 1,699,969 Valuation allowance (1,926,889 ) (1,699,969 ) Net future income taxes $ - $ - |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Basis of Presentation and Summary of Significant Accounting Policies | ||
Derivative liabilities | $ 877,534 | $ 1,384,775 |
Total liabilities | $ 5,414,638 | $ 4,779,104 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Going Concern | ||
Net cash used in operating activities | $ (613,787) | $ (1,249,760) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2021 | |
General and administrative expenses | $ 2,700 | ||
Shares issued | shares | 3,000,000 | ||
Due to related parties | $ 70,392 | ||
Arknet [Member] | Accrued License Fees [Member] | |||
Accounts payable, related party | $ 130,000 | ||
Convertible Notes Payable - Related Party [Member] | |||
Conversion of share price | $ 1 | ||
Imputed interest expenses | $ 17 | ||
LongTerm Convertible Note Payable [Member] | ARKnet [Member] | |||
Notes payable, related party, current | 38,400 | 70,392 | |
Nugent Family [Member] | |||
Accounts payable, related party | 97,480 | $ 103,640 | |
Officers And Directors [Member] | Convertible Promissory Note One [Member] | |||
Notes payable, related party, net | 70,392 | ||
Dr Jon Leonard [Member] | |||
Unpaid salary | 800,000 | ||
Notes payable, related party, current | 419 | ||
Accounts payable, related party | $ 150,000,000 | ||
Michael Nugent [Member] | |||
Accounts payable, related party | $ 13,608 | ||
Interest payment default description | 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% | ||
Imputed interest | $ 9,379 | ||
Michael Nugent [Member] | Loans [Member] | |||
Due to related parties | $ 5,000 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | |
Shares issued to convert Series D preferred to common | 13,795,104 | 13,795,104 | |||
Shares to Convert Preferred D series | $ 1,379,510,380 | $ 1,379,510,380 | $ 1,379,510,380 | ||
General and Administrative Expenses | $ 2,700 | ||||
Series E Preferred shares issued | 40,000 | ||||
Series E Preferred shares par value | $ 0.0001 | ||||
Voting rights | $ 0.00001 | ||||
Aggregated principal amount | 1,125,000 | ||||
Imputed interest, rate | 8% | ||||
Imputed interest | $ 9,379 | $ 10,701 | |||
Debt conversion converted | 1,379,510,380 | 7,850,000 | 6,600,000 | ||
Common stock shares issued for cash, shares | 33,236,858 | 150,000,000 | |||
Derivative amount | $ 137,000 | ||||
Shares issued for cash, amount | 8,200 | ||||
Accrued expenses | $ 1,837,000 | ||||
Loss on debt conversions | 108,087 | ||||
Consultant Member [Member] | |||||
General and Administrative Expenses | 2,700 | $ 2,118,525 | |||
Accrued expense | 2,111,400 | ||||
Shares issued for cash, amount | $ 2,118,525 | ||||
Consultant, amount | $ 50,000 | ||||
Consultant for development services, shares | 3,000,000 | 214,125,000 | |||
Convertible promissory note [Member] | |||||
Principal amount of converted shares | $ 129,371 | $ 1,045,000 | |||
Debt conversion converted instrument shares issued | 227,485,212 | 295,898,288 | |||
Stock sold | $ 3 | $ 3 | |||
Reduction on conversion of debt | $ 13,324 | $ 45,045 | |||
Stock Payable | |||||
Consultant payment | 87,175 | ||||
Stock Payable | 25,000 | ||||
Stock Payable for individual | $ 10,000 | ||||
Consultant, shares | 98,896,076 | ||||
Consultant, amount | $ 563,250 | ||||
Accured consultant for development services | 37,175 | ||||
Accured consultant services | 56,815 | ||||
Arknet [Member] | Series F Preferred Shares [Member] | |||||
Accrued interest | $ 38,400 | 109,247 | $ 14,735 | ||
Debt conversion converted instrument shares issued | 1,000 | ||||
Debt conversion, converted instrument, principal | $ 610,500 | $ 247,426 | |||
Common stock shares issued for cash, shares | 290,397 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt | ||
Loans from related parties | $ 116,088 | $ 103,640 |
Convertible notes payable, related party | 108,792 | 70,392 |
Short-term convertible notes payable, net | 1,671,805 | 1,637,812 |
Convertible notes payable in default | 499,426 | 32,000 |
Short-term notes payable | 67,227 | 15,989 |
Derivative liability | 877,534 | 1,384,775 |
Long-term convertible notes payable, related party | 0 | 14,996 |
Totals | $ 3,340,872 | $ 3,259,604 |
Debt (Details 1)
Debt (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt | |
Opening Balance | $ 1,384,775 |
Changes due to new issuances | 168,295 |
Changes due to extinguishments | (74,042) |
Changes due to adjustment to fair value | (601,494) |
Ending balance | $ 877,534 |
Debt (Details Narrative)
Debt (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) integer shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2020 USD ($) | |
Unamortized discounts | $ 29,855 | ||
Discounts On Notes | 69,523 | $ 139,695 | |
Fair value On Notes amount | 8,000 | 4,290 | |
Initial derivative notes | 61,523 | 123,405 | |
Net balance | 78,145 | ||
Discount | 56,921 | 344,816 | |
Original issue discount on notes | $ 6,000 | $ 7,000 | |
Fair value of Promissory note | shares | 5,000 | 23,650 | |
Fair value Promissory shares issued | shares | 6,250,000 | 2,750,000 | |
Convertible debt short term | $ 54,000 | $ 2,137,349 | |
Outstanding loans | 1,600,000 | ||
Receiving proceeds | 50,000 | ||
Issuance promissory note | 28,875 | ||
Promissory note fair value | 2,750,000 | ||
Promissory note amortized | 283,590 | ||
Convertible note amortized | 55,248 | ||
Promissory issue amortized | $ 87,035 | ||
Promissory note Issued | shares | 220,000 | ||
Interest rate | 8% | ||
Interest convertible | 63% | ||
Fair value On Notes 1 | shares | 1,100,000 | ||
Associated legal fees | $ 5,000 | ||
Notes amortized | $ 7,189 | ||
Penalties | 50% | ||
Original issue discount | 4,000 | $ 136,844 | |
Convertible Debt, amount | 3,340,872 | 3,259,604 | |
Discounts to interest expense | 26,316 | ||
Due to related party | 70,392 | ||
Debt discount | 3,200 | 20,000 | |
Debt discount | 593,261 | 1,092,397 | |
Initial derivative | 45,921 | 295,941 | |
Net proceeds | 208,000 | ||
Loans from related parties | 116,088 | 103,640 | |
Convertible notes payable, default | $ 499,426 | $ 32,000 | |
Minimum [Member] | |||
Financing increase | 1% | ||
Effective interest rates | 210% | ||
Maximum [Member] | |||
Net Discount | $ 1,637,812 | ||
Event of default time Increaseing | 20% | ||
Effective interest rates | 132% | 112% | |
Michael Nugent [Member] | |||
Loans to another officer | $ 108,792 | $ 97,480 | |
Interest rate | 5% | ||
Loans from related parties | 5,000 | ||
Owed, amount | $ 103,640 | ||
Due to related party | $ 69,973 | ||
Board Member [Member] | |||
Conversion price | $ / shares | $ 0.008265 | ||
Due to related party | $ 520,000 | ||
Convertible note payable | 500,000 | ||
Advance loans | $ 338,842 | ||
Convertible promissory note [Member] | |||
Debt conversion original debt amount | shares | 220,978,521 | 220,978,521 | |
Unpaid principal | shares | 1,045,000 | ||
Initial derivative | $ 295,192 | ||
Reduction on debt conversion converted instrument, Accrued interest | $ 13,324 | $ 45,045 | |
Three Convertible promissory note [Member] | |||
Unamortized discounts | 62,105 | ||
Fair value On Notes amount | 8,000 | ||
Net balance | 45,895 | ||
Debt discount | 68,851 | ||
Initial derivative | 60,851 | ||
Fair value on derivatives | 877,534 | ||
Convertible note | 108,000 | ||
Net proceeds | $ 100,000 | ||
Interest rate | 8% | 8% | |
Maturity date, description | The note matures April 28, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | The note matures February 17, 2022 and bears interest at 8% (24% default rate). They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | |
Convertible Notes Payable Four [Member] | |||
Unamortized discounts | $ 40,052 | ||
Net balance | 40,948 | ||
Original issue discount | $ 499,537 | ||
Interest rate | 63% | ||
Convertible note | 81,000 | $ 520,000 | |
Net proceeds | $ 75,000 | $ 500,000 | |
Common stock price | 63% | ||
Maturity date, description | The note matures July 5, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | The note matures September 3, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | |
Convertible Note Derivatives [Member] | Minimum [Member] | |||
Notes conversion trading days | integer | 20 | ||
Estimated effective discount rate | 37% | ||
Volatility rate | 169% | ||
Convertible Note Derivatives [Member] | Maximum [Member] | |||
Notes conversion trading days | integer | 25 | ||
Two Convertible promissory note [Member] | |||
Convertible note | $ 108,000 | $ 220,000 | |
Net proceeds | $ 100,000 | $ 208,000 | |
Interest rate | 8% | 8% | |
Maturity date, description | The note matures November 1, 2023 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | The note matures December 28, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | |
Notes Payable, Other Payables [Member] | |||
Unamortized discounts | $ 1,762 | ||
Net balance | 52,238 | ||
Convertible Debt Discount | 7,200 | ||
Arknet [Member] | Series F Preferred Shares [Member] | |||
Convertible note | 610,500 | $ 247,426 | |
Due to related party | 38,400 | $ 109,247 | $ 14,735 |
ARKnet [Member] | Ten Promissory Note Two [Member] | |||
Maturity date, description | The note matures August 17, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion | ||
David LaMountain | |||
Loans to another officer | 69,973 | $ 13,608 | |
CEO[Member] | |||
Loans to another officer | 419 | $ 419 | |
Owed, amount | $ 9,379 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Net operating loss carry-forward | $ 9,175,662 | $ 8,095,091 |
Deferred tax asset | 1,926,889 | 1,699,969 |
Valuation allowance | (1,926,889) | (1,699,969) |
Net future income taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Marginal tax rate | 21% | 21% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended |
Mar. 31, 2023 shares | |
Subsequent Event [Member] | |
Common stock shares issued | 366,115,787 |