x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934

o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware

~~20-5034780~~84-2340972

(State or other Jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1846 e. Innovation Park Drive, Oro Valley, AZ 85755

(Address of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x ☒ No o☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated filer	¨☐	Smaller reporting company	x☒
~~(do not check if a smaller reporting company)~~Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes o ☐ No x☒

The number of shares of the registrant’s common stock outstanding as of ~~November 3, 2017,~~April 23, 2021, was ~~1,687,982,960.~~4,243,606,416.

	9/30/2017			12/31/2016			3/31/2021			12/31/2020
ASSETS
Current assets:
Cash	$	3,624		$	1,850		$	91,815		$	114,527
Total current assets		3,624			1,850			91,815			114,527

Non-current assets:
Property, plant and equipment, net								36,205			39,826
TOTAL ASSETS	$	3,624		$	1,850		$	128,020		$	154,353

LIABILITIES
Accounts payable and accrued expenses	$	311,966		$	275,760		$	887,994		$	789,052
Accounts payable - related party		15,555			25,486			560,132			510,313
Loans from related parties		101,175			99,434			104,520			104,762
Convertible notes payable - related party		59,160			49,160
Convertible notes payable - related party, net								35,570			50,094
Short-term convertible notes payable, net		681,279			583,674			1,019,500			999,406
Convertible notes payable in default								32,000			32,000
Short-term notes payable		17,236			15,858			16,749			16,957
Short-term portion of long-term debt		-			11,034
Court judgment liability		54,000			2,382,374
Derivative liability								3,258,117			1,479,530
Total current liabilities		1,240,371			3,442,780			5,914,582			3,982,114

Long-term convertible notes payable, net		67,318			87,528
Long-term notes payable		-			19,659
Long-term convertible notes payable, related party, net								15,666			10,080
Total non-current liabilities		67,318			107,187			15,666			10,080

TOTAL LIABILITIES		1,307,689			3,549,967			5,930,248			3,992,194

STOCKHOLDERS' EQUITY (DEFICIT)
Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at September 30, 2017 and December 31, 2016		1,380			1,380
Common stock, $0.00001 par value. Four billion shares authorized. 1,687,982,960 and 1,672,789,717 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		16,880			16,728
STOCKHOLDERS' DEFICIT
Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at March 31, 2021 and December 31, 2020								1,380			1,380
Series E Convertible Preferred Stock, par value $0.0001. 40,000 shares authorized, 40,000 shares outstanding at March 31, 2021 and December 31, 2020, respectively								4			4
Series F Convertible Preferred Stock, par value $0.00001. 290,397 shares authorized, 290,397 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively								30			30
Common stock, $0.00001 par value. 4.5 billion shares authorized. 4,243,606,416 and 4,120,475,247 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively								42,436			41,205
Additional paid in capital		3,775,434			3,421,595			12,135,984			11,427,087
Common stock payable		10,586			10,586			336,584			336,584
Accumulated deficit		(5,121,784	)		(7,081,154	)		(18,347,863	)		(15,661,969	)
Effect of foreign currency exchange		13,439			82,748			29,217			17,838
TOTAL STOCKHOLDERS' EQUITY		(1,304,065	)		(3,548,117	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,624		$	1,850
TOTAL STOCKHOLDERS' DEFICIT								(5,802,228	)		(3,837,841	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT							$	128,020		$	154,353

The accompanying notes are an integral part of these consolidated financial statements.

	Nine Months Ended September 30,						Three Months Ended September 30,						Three Months Ended March 31,
	2017			2016			2017			2016			2021			2020

REVENUES
Online sales platform													$	15		$	-
Products														115			-
Total revenues														130			-
Cost of sales														35			-
Gross profit														95			-

OPERATING EXPENSES
General and administrative	$	236,111			325,442		$	31,596			102,062		$	154,376		$	152,137
Depreciation, depletion and amortization		-			92,862			-			33,345
Depreciation expense														3,621			-
Research and development														200,775			160,232
Total operating expenses		236,111			418,304			31,596			135,407			358,772			312,369
Operating loss		(236,111	)		(418,304	)		(31,596	)		(135,407	)		(358,677	)		(312,369	)

OTHER INCOME / (EXPENSE)
Gain on litigation		2,372,668			-			2,372,668			-			-			105,000
Loss on settlement of debt														-			-
Interest expense		(177,187	)		(222,972	)		(46,712	)		(39,618	)		(423,770	)		(161,919	)
Change in value of derivatives														(1,903,447	)		1,238,313
Loss on conversion of debt														-			(27,448	)
Total other		2,195,481			(222,972	)		2,325,956			(39,618	)		(2,327,217	)		1,153,946
Net income (loss)	$	1,959,370		$	(641,276	)	$	2,294,360		$	(175,025	)
Net loss													$	(2,685,894	)	$	841,577

OTHER COMPREHENSIVE INCOME (LOSS)
Effect of foreign currency exchange		(69,309	)		(35,005	)		(16,914	)		(18,467	)		11,379			103,245
Net comprehensive income (loss)	$	1,890,061		$	(676,281	)	$	2,277,446		$	(193,492	)
Net comprehensive income or (loss)													$	(2,674,515	)	$	944,822

Net (loss) or income per common share
Basic	$	0.00		$	0.00		$	0.00		$	0.00		$	(0.00	)	$	0.00
Diluted	$	0.00		$	0.00		$	0.00		$	0.00			(0.00	)		0.00

Weighted average shares outstanding
Basic		1,684,825,134			2,999,921,751			1,687,982,960			3,000,633,430			4,179,712,976			3,505,021,996
Diluted		1,828,761,881			2,999,921,751			1,866,629,731			3,000,633,430			4,179,712,976			4,345,209,628

The accompanying notes are an integral part of these consolidated financial statements.

Common Stock

Preferred
Stock Series D

Additional Paid in

Stock

Other Comprehensive Income

Accumulated

Total Stockholders' Equity /

Shares

Amount

Shares

Amount

Capital

Payable

(Loss)

Deficit

(Deficit)

Balance, 12/31/15

2,987,633,430

$ 29,876

-

$ -

$ 1,539,442

$ -

$ 81,301

$ (2,480,423 )

$ (829,804 )

Acquisition of Photosweep, LLC

13,000,000

130

353,470

353,600

Beneficial conversion feature of convertible notes

335,799

335,799

Common stock to preferred stock swap

(1,379,510,380 )

(13,795 )

13,795,104

1,380

1,100,746

1,088,331

Conversion of debt

51,666,667

517

60,104

10,586

71,207

Effect of debt modifications

18,760

18,760

Imputed interest

13,274

13,274

Effect of foreign currency exchange

1,447

1,447

Net loss

(4,600,731 )

(4,600,731 )
Balance, 12/31/16

1,672,789,717

$ 16,728

13,795,104

1,380

$ 3,421,595

$ 10,586

$ 82,748

$ (7,081,154 )

$ (3,548,117 )

Shares issued for conversion of debt

8,493,243

85

54,080

54,165

Shares issued for services

6,700,000

67

84,262

84,329

Beneficial conversion feature of convertible notes

204,040

204,040

Imputed interest

11,457

11,457

Effect of foreign currency exchange

(69,309 )

(69,309 )
Net loss

1,959,370

1,959,370

Balance, 9/30/17

1,687,982,960

$ 16,880

13,795,104

$ 1,380

$ 3,775,434

$ 10,586

$ 13,439

$ (5,121,784 )

$ (1,304,065 )

The accompanying notes are an integral part of these consolidated financial statements.

								Three Months Ended March 31,
	Nine Months Ended September 30,							2021			2020
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	1,959,370		$	(641,276	)		$	(2,685,894	)	$	841,577
Stock-based compensation		84,329			92,862				-			22,412
Depreciation, depletion and amortization									3,621			-
Loss on debt conversions									-			27,448
Gain on litigation		(2,372,668	)		-				-			(105,000	)
Change in fair value of derivative									1,903,447			(1,238,313	)
Amortization of discounts on notes payable		71,743			177,030				389,855			128,166
Imputed interest		11,457			10,655				2,824			3,839

Changes in operating assets and liabilities:
Prepaid expenses									-			166
Accounts payable and accrued expenses		128,858			120,993				102,580			(3,141	)
Accounts payable - related party		494			17,602				50,000			(184	)
Net cash used in operating activities		(116,417	)		(222,134	)			(233,567	)		(323,030	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Photosweep, LLC		-			(39,000	)
Net cash used in investing activities		-			(39,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable		208,040			223,510				208,000			285,000
Principal payments on notes payable		(30,693	)		(884	)
Proceeds from related-party loan		11,153			64,791
Payment of expenses by related parties									6,000			-
Proceeds from related-party loans									-			2,115
Principal payments on related-party loans		(1,000	)		-				(20,748	)		(23,918	)
Net cash provided by financing activities		187,500			287,417				193,252			263,197

Effect of exchange rate changes on cash and cash equivalents		(69,309	)		(35,005	)			17,603			68,976

Net increase/(decrease) in cash		1,774			(8,722	)			(22,712	)		9,143
Cash and equivalents - beginning of period		1,850			15,428				114,527			31,366
Cash and equivalents - end of period	$	3,624		$	6,706			$	91,815		$	40,509

SUPPLEMENTARY INFORMATION
Cash paid for interest	$	627		$	-			$	-		$	-
Cash paid for income taxes	$	-		$	-			$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS							SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS
Discounts on convertible notes	$	204,040		$	249,054			$	124,844		$	25,761
Common stock for Photosweep acquisition	$	-		$	353,600
Note modification	$	-		$	23,812
Conversions of principal and interest to equity	$	54,167		$	-
Note payable for trade payable	$	-		$	34,250
Conversion of debt and interest to common stock								$	457,600		$	2,791
Settlement of derivative liability								$	249,704		$	173
Shares issued for stock payable								$	-		$	1,837,000
Reclassification of fair value of shares granted for settlement								$	-		$	145,000

The accompanying notes are an integral part of these consolidated financial statements.

Tautachrome, Inc. ~~(formerly Roadships Holdings, Inc.)~~ was formed in Delaware on June 5, 2006 as Caddystats, Inc., and subsequently renamed Roadships Holdings Inc. and on November 5, 2015 renamed to its current name Tautachrome Inc. (and hereinafter ~~collectively~~ referred to as “Tautachrome”, the “Company”, “we’ or “us”).

~~The Company~~Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality (AR) sector and the smartphone trusted imagery sector, with granted and pending patents in both sectors. The Company has completed development of a ~~space uniquely~~fully integrated mobile commerce app and platform, the ARknet app and platform, able to ~~embrace fast growing~~host consumers and ~~novel business.~~ their social interaction and businesses selling to those consumers, all facilitated by advanced 3D augmented reality interfaces for purchasing and interacting. In addition, we have high-speed blockchain technologies in development in support of frictionless sales, including supporting the creation and sale of blockchain tokens (NFTs) representing unique digital imagery assets owned by the Arknet platform participants. These technologies are being rolled out beginning in the US and aiming for a global operation.

The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival of wholly new business universes.ARknet platform

The ~~Company~~ARknet mobile platform is ~~developing~~designed to provide a ~~system branded “KlickZie” aimed at turning smartphones, including iPhones, Android phones~~fully integrated and ~~other smartphones, into trustable imagers~~untethered mobile experience, where untethering means moving from the physical screen of a PC or mobile device to a virtual screen through our augmented reality technology. Fully integrated means consumers can seamlessly and ~~advanced communicators. The pictures~~intuitively reach any provider or any friend for any purpose without leaving the platform. Tautachrome’s MainSt campaign, kicked off in September 2020, was built to integrate the nation’s devasted small retail businesses onto the ARknet platform in such a way that with a single sign-on, a customer can buy from any business on the platform, achieving fast and ~~videos from trustable imager will be able to be trusted to be~~seamless business integration across any number of businesses (https://mainst.shopping). And in Q1 2021 the ~~original, untampered, un-Photoshopped pictures~~ARknet app completed the integration onto the platform of essential social features such as sharing, following, posting, meetups and ~~videos made by the smartphone,~~chat, for a gentle marriage of business with social, and in addition added advanced 3D AR features.

Non fungible tokens (“NFTs”), a technology captured in the Company’s long standing patents

NFTs, tradeable blockchain tokens each representing a unique digital asset, are the exciting new segment in the marketing of digital imagery. But to Tautachrome, blockchain NFTs are nothing new. Our patents teach capturing the uniqueness of digital imagery and ~~videos themselves become advanced communicators, able~~certifying its authenticity with an Authentication Centric Entity, an ACE. When the ACE is a blockchain, the certificate of authenticity is a token on the blockchain, namely an NFT. Tautachrome’s ACE is the first fully described imagery certification system that reflects all the attributes of an NFT on a blockchain.

Dr. Jon N Leonard, Tautachrome CEO states “An NFT, being a tradeable asset that represents a real digital entity, is a trustable trading asset only to the extent that the entity it represents is secure and its unique identity is reliably authenticable. Unfortunately, in today’s hot NFT market, NFTs have been sold claiming to represent unique art, without any means for proving the authenticity of the claim. That is a sure way to destabilize the NFT market, and it is the reason that security and authenticity are built into the Company’s processes so as to automatically guarantee these crucial NFT features.” In an opinion provided to the Company, Benjamin Urcia, the Company’s patent attorney for nearly a decade, stated as follows regarding the Company’s three imagery authentication and validation patents: “The three authentication/validation patents each covers the concept of capturing and storing images in a way that enables subsequent verification of their authenticity and uniqueness. Although the term “non fungible token” was not coined at the time the authentication/validation patents were filed [2013], the patents cover method steps that are essential to the creation of any authenticable token that is used to verify a unique captured image, including tokens that are stored in a blockchain, that is, NFTs.”

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 branded “KlickZie” technology):

Since its public announcement on September 25, 2017 (via SEC form 8-K) that it would be using its Twitter site (@Tautachrome_Inc) (https://twitter.com/tautachrome_inc) to post important Company information, and finding this method of publicizing important Company information both fast and effective, the Company has continued to use this means of public communication almost exclusively, supplemented occasionally with Current Reports via SEC Form 8-Ks. Shareholders are advised to follow us on Twitter to be ~~used as living, trusted portals to communicate~~current on the Company’s disclosures in conformity with ~~others.~~Regulation FD.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ~~ending September 30, 2017.~~ended March 31, 2021. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our audited financial statements for the period ended December 31, ~~2016,~~2020, as reported in Form 10-K filed with the ~~Securities and Exchange Commission.~~SEC on March 30, 2021.

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.

We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.

~~In accordance with U.S. GAAP, the~~The Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value.

The Company sells credits in exchange for cash. These credits can be redeemed for ARks which are geo-location objects downloadable into various digital devices. We recognize revenues once the customer has redeemed previously-purchased credits in exchange for ARks. Until that point, any cash received in exchange for credits is accounted for as liabilities.

The company recognizes revenues in accordance with ASC 606 – Revenue From Contracts with Customers which proscribes a five-step process in evaluating the revenue recognition process:

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. ~~Basic and diluted loss per share is the same for the nine months ended September 30, 2017 and 2016 as the effect of our potential common stock equivalents would be anti-dilutive.~~

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment" (“ASU 2017-04”). The new standard simplifies the accounting for goodwill impairments by eliminating step 2 from the goodwill quantitative impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017.None

~~We have not begun~~In the third quarter 2019, we began operations with our ~~core operations~~ARknet platform, and in ~~the technology industry and have not yet~~October we acquired ~~the~~ assets to enter ~~this markets and we~~the business ARk vertical in our market. We will require additional capital to ~~do so.~~exploit this vertical and to commercialize others. There is no guarantee that we will be able acquire the capital to ~~procure~~exploit and commercialize the ~~assets~~ARknet markets we envision so as to ~~enter this markets or, upon doing so, that we will~~ generate positive cash flows from operations. ~~Substantial~~For these reasons, substantial doubt exists as to Tautachrome’s ability to continue as a going concern. No adjustment has been made to these financial statements for the outcome of this uncertainty.

Management intends to raise additional capital, partly through convertible debt, partly through the direct sale of equity and partly through partnerships with businesses with whom we will provide exclusive use of ARknet techniques in their arenas of operation. We will commit those funds to further refine and develop our ARknet platform. In addition, we intend to market our products through Google and Facebook.

For the ~~year~~three months ended ~~December~~March 31, ~~2016,~~2021, we ~~had~~accrued $1,230 of interest to the ~~following transactions with the Twenty Second~~22^nd Trust (the ~~"Trust"~~“Trust”), the trustee of whom is Sonny Nugent, the son of our major shareholder and former Chief Executive Officer, Micheal ~~Nugent:~~

	·	~~We received $18,331 in cash loans to pay operating expenses and repaid no principal.~~

	·	~~We accrued $4,400 in interest payable to the Trust and paid no interest payments.~~

	·	~~The outstanding balance at December 31, 2016 to the 22~~^nd ~~Trust was $98,344 and $11,035 for principal and interest, respectively, after adjustments for foreign exchange effect.~~

~~For the nine months ended September 30, 2017, we received $153 in cash loans from the 22~~^nd ~~Trust. At September 30, 2017, we owed $100,085 and $14,778 in~~Nugent. The outstanding balances of unpaid principal and interest ~~to the Trust,~~at March 31, 2021 were $99,520 and $31,734, respectively. The outstanding balances of unpaid principal and interest at December 31, 2020 were $99,762 and $30,553, respectively.

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.

At March 31, 2021, Accounts Payable – Related Party was comprised of the following:

On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from ~~Jon~~Dr. Leonard as ~~Jon~~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 ~~$3,345~~$130 was recorded as additional paid-in capital for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2021. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed.

During the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we ~~received $11,000 in~~repaid $20,748 to Dr. Leonard. Dr. Leonard also paid company expenses of $6,000. At March 31, 2021, the balanced owed Dr. Leonard is $1,769.

Short-term portion - At March 31, 2021, we owed $35,570 of related-party ~~loans from our Board Chairman~~notes which are convertible into common stock, of which $33,801 is owed to David LaMountain, Our Chief Operating Officer, and ~~CEO,~~$1,769 to Dr. Jon Leonard, ~~and repaid $1,000 in principal. At September 30, 2017,~~our Chief Executive Officer. There are no discount balances on these notes.

Long-term portion - Additionally at March 31, 2021, we owed ~~Dr. Leonard $59,160.~~$36,172 of convertible notes, net of discounts of $20,506 (or $15,666) to David LaMountain. During the three months ended March 31, 2021 we amortized $5,586 of these discounts to interest expense.

On January 15, 2016 we issued 13,000,000 common shares to acquire all of the members’ interests in Photosweep, LLC. We valued the common stock at the grant date fair value, and included this amount in our acquisition cost of $353,600, or $0.027 per share.

On January 1, 2016, we re-negotiated certain convertible promissory notes with certain creditors in order to remove the provisions in the notes which caused of a derivative liability. We recorded this renegotiation by removing the derivative liability at December 31, 2015 and recording an increase to Additional Paid in Capital of $18,760.

~~In October, 2016, we issued 51,666,667 common shares to convert $60,000 of convertible notes payable, and $604 in accrued interest, to common stock.~~

In November, 2016, we received a Notice of Conversion from a holder of a US Dollar denominated convertible promissory note requesting a conversion of the outstanding principal and interest into the convertible amount of 2,142,857 common shares . We recorded a reduction of principal and interest of $10,000 and $586 of accrued interest, respectively, and we recorded an offsetting common stock payable in the amount of $10,586.

During the ~~nine~~year ended December 31, 2020 we issued 616,014,358 common shares. The explanation of the nature of those issuances can be found in Note 4 of the financial statements included in our Form 10-K filed with the Securities and Exchange Commission as of December 31, 2020 and filed on March 30, 2021 and herewith included by reference.

During the three months ended ~~September 30, 2017,~~March 31, 2021, we issued ~~8,493,243~~123,131,169 shares in conversion of ~~two outstanding convertible promissory notes.~~$440,000 of principal and $17,600 of interest. We ~~recorded a reduction of the balance of such notes of $37,822 and $15,959, respectively. We recognized~~realized no gain or loss on ~~their conversions as they were converted within~~ the ~~terms of~~ conversion.

~~During~~There has been no change in stock payable from December 31, 2020 to March 31, 2021. The explanation of the ~~nine months ended September~~balances can be found in Note 4 of the financial statements included in our Form 10-K filed with the Securities and Exchange Commission as of December 31, 2020 and filed on March 30, ~~2017, we issued 6,700,000 shares pursuant to our agreement with four consultants. We valued the shares at their grant-date fair values~~2021 and ~~recorded expense of $84,329.~~herewith included by reference.

OnIn September, ~~29, 2016, the Company’s principal shareholders (“Principals”), Dr. Jon N. Leonard, Micheal P. Nugent, and Matthew W. Staker, offered to retire 1,379,510,380 of their common~~2020 we issued 290,397 Series F Preferred shares in ~~exchange for a new series~~retirement of ~~non-trading preferred shares.~~

~~On October 5, 2016,~~twelve convertible promissory notes to Arknet. In so doing, we reduced our liability to them in the ~~Board~~amount of ~~Directors voted to accept the share retirement offer,~~$610,500 of principal and on October 20, 2016, the Company filed a Certificate of Designations with the State of Delaware creating 13,795,104 shares of Series D Preferred Stock (the “Preferred Shares”) to effect the exchange.

~~In the share exchange, each principal received 1 Preferred Share for each 100 common shares retired.~~$14,735 in interest. Each share of ~~Preferred Shares entitles~~Series F preferred is convertible into 1,000 shares of common stock. This series of preferred shares have the ~~holder to 100 votes (and each 1/100~~^th ~~of a Preferred Share entitles the holder to one vote).~~following rights, limitations, restrictions and privileges:

~~A holder may convert Preferred Shares to common under the following conditions:~~

~~Automatic conversion – each Preferred Share automatically converts to 100 common shares upon the earlier of~~

	·	~~The end~~They are not entitled to dividends unless all other classes of ~~5 years (5:00 PM EST, October 5, 2021), or~~dividends have been paid,
	·	They are entitled to no liquidation rights, and
	·	~~A change of control~~They have no voting rights.

~~Optional conversion - After October 5, 2017, each holder may convert each share into 100 shares~~No other changes occurred to the balances of ~~common~~our preferred stock ~~immediately following a period of ten consecutive trading days during which~~for the average closing or last sale price exceeds $3.00 per share. Also, each holder may convert into 110 shares of common stock at any time that the shares are listed on a National exchange (for example, the NYSE or NASDAQ).three months ended March 31, 2021.

~~On October 27, 2016, the Company entered into the above outlined Share Exchange Agreement with related-parties~~

~~Common stock ownership structure immediately before and after execution of the Share Exchange Agreement was as follows:~~

Common Stock Ownership

Immediately Before

Effect of Agreement

Immediately After

Shares

%

Shares

%

Jon Leonard, PhD

1,387,829,545

46.5 %

(1,009,330,578 )

378,498,967

23.5 %
Micheal Nugent

620,756,473

20.8 %

(92,613,893 )

528,142,580

32.8 %
Matthew Staker

346,957,386

11.6 %

(277,565,909 )

69,391,477

4.3 %
Robert McClelland

8,403,524

0.3 %

-

8,403,524

0.5 %
Patrick Greene

2,093,080

0.1 %

-

2,093,080

0.1 %
Non Affiliates

621,593,422

20.8 %

-

621,593,422

38.7 %
Totals

2,987,633,430

100.0 %

(1,379,510,380 )

1,608,123,050

100.0 %

Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and ~~increase~~increased Additional Paid in Capital. For the ~~nine~~three months ended ~~September 30, 2017,~~March 31, 2021, we imputed ~~$11,457~~$2,824 of such interest. For the same period in 2020, we imputed $4,008.

As discussed in Note 6, we issued certain promissory notes in the United States containing beneficial conversion features. During the nine months ended September 30, 2017, we recorded an increase in Additional Paid in Capital of $204,040. We account for these Beneficial Conversion Features as debt discounts and amortize using the Effective Interest Method.

~~As is discussed in Note 4,~~At March 31, 2021 we owed ~~$174,023~~$104,520 in related-party ~~debts~~loans consisting of ~~$100,085 and $14,778 unpaid principal and interest, respectively, to~~$99,520 the 22^nd Trust and ~~$59,160~~$5,000 owed to ~~our CEO, Dr. Jon Leonard.~~a related-party Board member.

~~During the year ended December~~Short-term portion - At March 31, ~~2016,~~2021, we ~~borrowed $193,164 from 26 accredited investors in Australia. These promissory~~owed $35,570 of related-party notes ~~can be converted~~which are convertible into ~~shares of our~~ common stock, ~~at the rate of AU$0.01 per share (the aggregate~~ of which ~~convertible shares for all outstanding Australian convertible notes at December 31, 2016~~$33,801 is ~~82,873,300). These notes~~owed to David LaMountain, Our Chief Operating Officer, and $1,769 to Dr. Jon Leonard, our Chief Executive Officer. There are ~~callable by the makers at any time and accrue interest at 5%. For the year ended December 31, 2016, we accrued $29,343 of interest~~no discount balances on these notes and made no interest payments. We evaluated these notes for beneficial conversion features and calculated a value of $147,965, all of which has been immediately expensed as interest expense as the notes are due on demand.notes.

~~Also during the year ended December~~Long-term portion - Additionally at March 31, ~~2016,~~2021, we ~~issued four convertible promissory notes to four accredited investors in exchange for $109,758 in cash. These promissory notes can be converted into shares~~owed $36,172 of ~~our common stock at various separately-negotiated rates (the aggregate of which convertible shares for all outstanding USA~~ convertible notes, ~~at December 31, 2016 is 28,473,915).~~

~~We evaluated these notes for beneficial conversion features and calculated a value~~net of ~~$77,852 which we are accounting for as debt discounts.~~

~~On January 1, 2016, we re-negotiated the eight U.S.-Dollar-denominated promissory notes that were outstanding at December 31, 2015, in order~~discounts of $20,506 (or $15,666) to remove the ratchet provisions which required that we account for those provisions as a derivative liability. The fair value of the derivative liability was the same at January 1, 2016 as it was on December 31, 2015 which was $23,812.

~~However, in so renegotiating, we granted the creditors new, lower conversion prices, which resulted in new beneficial conversion features of $110,000.~~

David LaMountain. During the ~~year~~three months ended ~~December~~March 31, ~~2016,~~2021 we amortized ~~$106,628~~$5,586 of ~~debt~~these discounts ~~on convertible promissory notes originating in the United States~~ to interest expense.

~~The aggregate amount of shares that may be issued upon conversion for~~Convertible Notes Payable – Third-Party, Net

Unpaid principal on short-term convertible notes ~~issued in both Australia and the Unites States is 185,489,928.~~payable at March 31, 2021 was $1,260,812, net of discounts of $241,312 (or $1,019,500).

We have three convertible promissory notes which are in default at March 31, 2021 totaling $32,000. There are no discount balances on these notes.

During the three months ended March 31, we issued 123,131,169 shares to convert two outstanding convertible notes. We reduced unpaid principal by $440,000 and unpaid interest by $17,600. There was no gain or loss on the converted transaction.

Also, during the three months ended March 31, 2021, we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures February 17, 2022 and bear interest at 8% (24% default rate). The note had a discount of $124,844 plus an OID of $12,000 coming to a total of $136,844. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion.

~~Convertible~~Short-term notes payable ~~at September 30, 2017 and December 31, 2016 and their classification into long-term and short-term were as follows:~~

9/30/17

12/31/16

Long-term and short-term combined

Unpaid principal

$ 956,901

$ 747,129

Discounts

(208,304 )

(75,927 )
Convertible notes payable, net

$ 748,597

$ 671,202

Classified as short-term

Unpaid principal balance

$ 701,143

$ 597,371

Discounts

(19,864 )

(13,697 )
Convertible notes payable - short-term, net

$ 681,279

$ 583,674

Classified as long-term

Unpaid principal balance

$ 255,758

$ 149,758

Discounts

(188,440 )

(62,230 )
Convertible notes payable - long-term, net

$ 67,318

$ 87,528

At March 31,2021, we owed AU$22,000 (US$16,749) to three Australian investors on promissory notes which contain no conversion privileges.

Certain of our promissory notes ~~issued~~bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in ~~Australia~~Capital. For the three months ended March 31, 2021, we imputed $2,824 of such interest. Of this amount, $130 is imputed on amounts owed to Jon Leonard, our Chief Executive Officer, and $2,694 was imputed on twenty eight outstanding loans in Australia.

During the nine months ended September 30, 2017, we had one creditor convert to common stock. We issued 5,250,000 common shares and extinguished $37,822 and $2,049 in interest, respectively and recognized no gain or loss other than a $386 foreign exchange effect.Derivative liabilities

~~We accrued $24,469~~The above-referenced convertible promissory notes 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 ~~nominal interest~~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 ~~these notes~~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 ~~nine months ended September 30, 2017.~~instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions.

~~Australian convertible notes payable can convert to 77,873,300 common shares~~Derivative financial instruments should be recorded as liabilities in the ~~aggregate.~~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.

~~Convertible promissory notes~~The Company issued certain fixed-rate convertible Subscription Notes from 2015 through May 20, 2020 in the United States

~~All~~ 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 ~~bear interest at 5%, and contain conversion privileges which vary depending upon~~since there is a possibility (however remote) that the ~~date issued, but they may convert~~Company would not have enough shares in the Treasury to ~~an aggregate of 102,616,628 common shares.~~satisfy all possible conversions.

During the nine months ended September 30, 2017, we received $22,040 in loans pursuant to a convertible promissory note issued in 2016 on which the Company and the creditor agreed, on December 31, 2016, to extend the note to additional amounts paid to the Company by the creditor, inheriting the conversion and interest privileges from the original convertible promissory note. We evaluated this tranche of funding for beneficial conversion features and calculated a value of $22,040 which we are accounting for as debt discounts.

Also during the nine months ended September 30, 2017, we received $4,000 on a previously-existing promissory note, written in 2016, for which a creditor had not contributed the full amount. All evaluations for the existence of Beneficial Conversion Features for the full value of this creditor’s note were performed in 2016.

During the nine months ended September 30, 2017, we converted one U.S. convertible promissory note to common stock. We issued 743,243 shares to retire $11,000 and $534 of principal and interest, respectively, recognizing no gain or loss on the conversion. In addition, we issued 2,500,000 to retire an interest payable in the amount of $2,374.

During the nine months ended September 30, 2017, we received $182,000 pursuant to four convertible promissory notes. We evaluated these notes for beneficial conversion features and calculated a value of $182,000 which we are accounting for as debt discounts.

As discussed in the Long-term notes payable section of this Note, in 2016 we converted a trade account payable balance with a consultant in the amount of $34,250 to a three-year amortizing promissory note. During the nine months ended September 30, 2017, we paid this amortizing note in full.

~~Short-term notes payable increased from $15,858 at December 31, 2016 to $17,236 which was all due to foreign exchange effect as of September 30, 2017.~~

On August 9, 2016, we converted a trade account payable balance with a consultant in the amount of $34,250 to a three-year amortizing promissory note with interest at 5%. During the nine months ended September 30, 2017, we paid $30,693 and $627 in principal and interest, respectively, retiring the note.

As is discussed in Note 8 to the financial statements on Form 10-K as of December 31, 2016, the Superior Court of Arizona, Pima County, issued a default judgment relating to a lawsuit (the “First Lawsuit”) filed by Richard Morgan in the amount of $2,377,915.

Additionally, a second lawsuit (the “Second Lawsuit) was filed on January 23, 2017, alleging that the Company’s intellectual property assets that were transferred to it by Click Evidence, Inc. (“Click”) under that May 21, 2015 merger of the Company with Click were fraudulently removed from Click and seeks to have them returned.

During the year ended December 31, 2016, we charged $2,377,915 for the judgment itself and $4,459 of accrued interest to December 31, 2016 to Loss on Litigation for the judgment on the First Lawsuit. Additionally, we accrued $44,294 in interest on the judgment for the nine months ended September 30, 2017.

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.

The ~~Second Lawsuit remains pending at~~Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through March 31, 2021. The following assumptions were used for the ~~date of this report. The Company has evaluated the probability distribution~~valuation of the ~~amounts, of an award granted~~derivative liability related to the ~~plaintiff and has determined that~~Notes:

We recorded the ~~most likely outcome is that the plaintiff will be awarded an award of $5,000. We have therefore accrued $5,000 of judgment~~initial derivative as both a derivative liability and ~~recorded~~ a ~~net gain~~debt discount (or initial reduction in carrying value of ~~$2,421,668 to Gain~~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 ~~Litigation.~~the only instrument issued during the three months ended March 31, 2021 range was 106%.

At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments.

On October 7,10, 2017, the Company received a letter from the lawyer of Eric L.L McRae ~~of Sedgwick County, Kansas~~ (“McRae”) ~~filed~~ a ~~complaint against~~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 ~~United States~~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 ~~the District~~reasons of ~~Kansas asserting~~his being a ~~claim that Tautachrome breached a written agreement for the employment~~whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of ~~McRae and seeking~~ an ~~award of damages in excess of $75,000.~~unspecified nature.

~~Although Tautachrome refutes each~~This history of the legal proceedings in this case are described in Note 7 to the financial statements filed with Form 10-K on March 30, 2020 and ~~every allegation made~~are herewith included by reference.

On May 5, 2020 the Company settled with the McRae estate for 50 million common shares. We valued the shares at the settlement date (May 5, 2020 on which date our closing price was $0.0029) and recorded a Gain on Litigation in the ~~complaint and intends~~amount of $105,000, a reduction of the amount of the liability to ~~vigorously defend against it, we have accrued $49,000 to expense against this contingency.~~$145,000 as a result of that revaluation. We issued the shares on May 18, 2020.

Deferred income taxes reflect the tax consequences on future years of differences between the tax bases:

	9/30/17			12/31/16			03/31/21			12/31/20

Net operating loss carry-forward		2,006,171			4,048,660			6,504,449			6,114,681

Deferred tax asset at 39%	$	782,407		$	1,578,977
Deferred tax asset							$	1,365,934		$	1,284,083
Valuation allowance		(782,407	)		(1,578,977	)		(1,365,934	)		(1,284,083	)
Net future income taxes	$	-		$	-		$	-		$	-

In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized.

On October 7, 2017, Eric L. McRae of Sedgwick County, Kansas (“McRae”) filed a complaint against the Company in the United States District Court for the District of Kansas asserting a claim that Tautachrome breached a written agreement for the employment of McRae and seeking an award of damages in excess of $75,000.

~~Tautachrome refutes each and every allegation made by McRae in the complaint and intends to vigorously defend against it.~~

WeSubsequent events have been evaluated ~~subsequent events~~ through the date of this report.

This report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including: any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. “Forward-looking statements” may include the words “may,~~” “will,~~” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or “anticipate” and other similar words.

Although we believe that the expectations reflected in our “forward-looking statements” are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any “forward-looking statements”, are subject to change and to inherent risks and uncertainties, such as those disclosed in this report. In light of the significant uncertainties inherent in the “forward-looking statements” included in this report, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved. Except for its ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any “forward-looking statement”. Accordingly, the reader should not rely on “forward-looking statements”, because they are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those contemplated by the “forward-looking statements”.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited financial statements, including the notes to those financial statements, included elsewhere in this report.

~~Tautachrome operates~~We are an early stage internet applications company, engaged in advanced technology and business development in the internet applications ~~space, a space uniquely able to embrace fast growing~~space. We have incurred general and ~~novel business.~~administrative costs, marketing expenses and research and development costs since we commenced our current operations in May 2015, against minimal revenue.

	1.	~~KlickZie technology-based business~~ ~~development and monetization, our flagship activity to revolutionize smartphone-based picture and video interaction on the web~~

	2.	~~KlickZie cryptotoken ecosystem~~~~, our KLK cryptotoken development activity, allowing KlickZie users to monetize their pictures and videos with KLK currency in an avalanche of novel ways~~

	3.	~~Smartphone app development and digital design~~, our activity to develop and monetize important in-house apps and to generate digital design revenue, an activity carried out by our wholly owned subsidiary Polybia Studios, Pty Ltd of Mermaid Beach, Queensland Australia

~~Tautachrome’s patented and patent pending KlickZie technology addresses a major need and a new opportunity~~The continuing operations of the ~~internet age.~~

Company are dependent upon our ability to raise adequate financing and to commence profitable operations in the future. The ~~need~~ ~~is for a way to trust~~Company may raise additional capital through the ~~pictures and videos we see on the web.~~ ~~The opportunity~~ ~~is to be able to use the pictures and videos we see on the web as impromptu windows of communication between people.~~

~~There is~~ ~~current~~ need for a universally available, downloadable system that transparently turns the everyday pictures and videos we take from our smartphones into imagery that is trustable to any third party seeing it. With such a system two kinds of imagery would appear on the web: Imagery whose trustworthiness everybody can be absolutely certain of, and all the rest of the imagery which nobody has any ideasale of its ~~trustworthiness. The KlickZie system aims~~equity securities, through an offering of debt securities, or through loans from related parties. We believe that actions presently being taken to ~~satisfy this fundamental need for automatic and “at your fingertips” trustability.~~

~~There is also~~ ~~a new~~~~opportunity~~ ~~that pervasive trustable imagery makes makes possible. This is~~obtain additional funding may provide the opportunity for ~~people to use pictures and videos on the web to readily and safely interact with each other~~ ~~via the imagery itself~~. it is frequently the case that when you run across interesting imagery on the web you won’t know anything about it, including who the author is, who else may have seen it, or what others may think or know about it. By allowing people to interact with interesting or important pictures or videos by using the imagery itself as the portal of communication, the system can add the viewpoints and the information offerings of interacting people to the richness of the pictures and videos. This can be carried by the system into the future along with the imagery, as an evolving tapestry of interaction and imagery.

~~How KlickZie technology works: The KlickZie Activation Platform~~ ~~Consumers will download KlickZie’s free camera upgrade software into their mobile device (iPhone, Android or other smartphone) which thereafter~~ ~~activates~~ the pictures and videos taken by their device using proprietary KlickZie technology. Behind the scenes, the powerful and secure KlickZie software will capture the imagery and all available metadata related to the imaging event, and mark the imagery and its metadata with advanced, highly undetectable KlickZie marking technology.

~~KlickZie Activation~~ KlickZie activation will add a new world of usefulness to ordinary pictures and videos. People who come across an activated picture can, by merely clicking or touching the picture, communicate with the author of the picture, or with amenable others who have seen the picture (“touch-to-comm”). The picture itself makes the communication happen. It does not matter where or how you come across an activated picture, you can engage it, interact with it, or share it, just by touching or clicking it.

What happens to an activated picture from its creation onward gets invisibly added to the picture’s data and can be tracked into the future. Activated pictures can answer many questions. For example, in a group photo you could ask: Have any of the people in my contacts list interacted with this picture? Are any of them engaging it right now? Who else besides my contacts have already engaged this picture in some way? And given an amenable author, who took it? Where? When?

KlickZie’s activated pictures and videos will also possess the power to be completely trustable in the sense that any third party can be absolutely confident of the authenticity of the imagery because KlickZie pictures and videos will be secured in the KlickZie cloud at their creation where they remain until their creator or owner deletes them.

The upshot is that activation allows effective touch to comm with the authors and viewers of smartphone pictures and videos from every source, and activated pictures and videos can be completely trusted imagery.

~~KlickZie Product Rollout~~. Rolling out KlickZie requires hiring activity to round out the Company technical team. Additional required technical staff include: cloud architects, database engineers, image processing engineers, full stack software engineers, steganography software developers, app development software engineers, and smartphone code defense software engineers.

	·	~~Phase 1~~: Build the minimal testable KlickZie system –including the smartphone imaging engine and the service cloud (Rev 1 KlickZie system), identifying and fixing functionality deficiencies and user experience and interface hiccups, building a loyal base of early adopters and defining Rev 2.

	·	~~Phase 2~~: Build and release Rev 2 into a limited audience to optimize user experience and user interfaces, to define, build, test and finalize viral growth methodology, to finalize the smartphone imaging engine, to test/finalize the cloud subsystem for global scale up, to build a seed population of 200,000 contented users, and to plan global rollout.

	·	~~Phase 3~~~~: Roll out KlickZie system globally, culture by culture and language by language, adding support staff and services as rollout moves forward.~~

~~Monetizing.~~ ~~As presently conceived, the KlickZie product aims at revenues from four primary sources:~~

	·	~~Advertising~~ Using pictures and videos as portals of communication allows the presentation of these communications in a framework of the Company’s choice, enabling advertisers to place paid ads within this framework (as is done by Google.)

	·	~~User premium service fees~~ KlickZie is intended to be free to consumers. Since KlickZie is handling user imagery and user imagery-based communications, opportunities for users to gain extra KlickZie service are intended to be provided for a fee-based premium user membership.

	·	~~App Developer Revenue~~ As conceived, the KlickZie imaging engine is a powerful tool for generating trustable imagery. The KlickZie cloud is intended to allow developers access to this powerful engine along with KlickZie-provided developer tools enabling them to develop apps of their own invention, access being granted under a revenue sharing arrangement.

	·	~~Enterprise Revenue~~ Because as conceived the KlickZie imaging engine is a powerful tool for generating trustable imagery, it is able to support the needs of business and industrial enterprises for which trustable imagery from employees, customers or partners is mission critical. Our plans are to license our engine to enterprises on a license fee basis.

~~First KlickZie revenues~~. Our Plan of Operations is prepared for first revenues from enterprise users coming on line within the first year after the receipt of funding sufficient to round out the KlickZie team. Preparations for other KlickZie revenue are geared for the two year and out timeframe.

~~2. KlickZie cryptotoken ecosystem activity:~~ ~~a cryptotoken for the KlickZie user~~

People own and are regular users of 2.5 billion smartphones (including tablets and other connected smart digital imaging devices), and each year trillions of pictures and frames of video are created with these devices.

We believe this enormous flow of smartphone digital imagery has substantial and global economic value that can and should be simply and universally tapped by the ordinary smartphone users themselves. Until KlickZie that economic value has been impossible for ordinary users to access. There are two reasons for this.

~~First,~~ ~~and what KlickZie solves~~~~, is that in order to be monetizable, imagery~~ ~~ownership~~ has to be reliably attached to its author together with the level of trustability of the imagery, the meta data associated with its creation, and its degree of modification since creation. Without reliable ownership, monetization can’t happen.

~~And second,~~ ~~and what blockchain network technology solves~~~~, is that for the ordinary smartphone users themselves to avail themselves of the potential value of their smartphone imagery, there needs to be a~~ ~~monetizing~~~~ecosystem~~ ~~built upon smartphone imagery that is equipped to trade in it, and that every KlickZie user can access.~~

~~Both of these ingredients are essential for the mass monetization of the smartphone generated imagery market for the benefit and use of the smartphone users themselves.~~

Blockchain technology, introduced to the world by Bitcoin, is a wholly digital, internet based value exchange system that is not controlled by any central authority and runs on immutable cryptographic algorithms employing cryptographically secured ownership and exchange of the value element of the system, designated BTC in Bitcoin’s blockchain.

The Company’s KlickZie blockchain, currently being developed, will implement a value exchange ecosystem for smartphone imagery employing a cryptotoken value element designated the KLK cryptotoken (KLK pronounced “click”).

The KLK ecosystem will be an autonomous wholly digital, internet based value system that is not controlled by the Company or by any central authority and like Bitcoin, is running on its own block chain using immutable cryptographic algorithms in which the ownership and exchange of the KLK token will be cryptographically secured.

The Company’s aim is to associate KlickZie imagery with KLK tokens, and to foster global usage of the KLK token in the exchange of value related to smartphone imagery. For situations where the KlickZie cloud system facilitates a KLK-based value exchange, KlickZie will receive a small percentage of the KLKs exchanged for its service.

A blockchain is a continuously growing list of records, called blocks, which are linked and secured using cryptography. Each block typically contains a hash pointer as a link to a previous block, a timestamp and transaction data. By design, blockchains are inherently resistant to modification of the data. A blockchain can serve as an open, distributed ledger that can record transactions between two parties efficiently and in a verifiable and permanent way. Once recorded, the data in any given block cannot be altered retroactively without the alteration of all subsequent blocks, which cannot happen without a collusion of a magnitude that cannot practically occur.

Blockchains are secure by design and are an example of a distributed computing system with high fault tolerance. Decentralized consensus is achieved with a blockchain. This makes blockchains suitable for the recording of transactions of any kind.

The first distributed blockchain was conceptualized by Satoshi Nakamoto in 2008 and implemented the following year as a core component of the digital currency Bitcoin, where the blockchain serves as the public ledger for all transactions with bitcoin. The invention of the blockchain and its use by bitcoin made bitcoin the first digital currency to solve the double spending problem, without the use of a trusted authority or central server. The bitcoin design has been the inspiration for many other applications.

A blockchain transaction system is fast with a built-in mechanism that establishes trust, requires no specialized equipment, has no chargebacks or monthly fees, and provides a collective bookkeeping solution for ensuring transparency and trust.

~~The KlickZie Cryptotoken; establishing a monetizing ecosystem for KlickZie users~~

~~We believe that the KLK monetizing ecosystem will provide value to KlickZie users as well as to the Company and its shareholders.~~

With the KLK token in place a new and significant impact may be the transfer of additional wealth into the hands of the consumer. This transfer can be understood by looking at a single example: the advertising business associated with popular social network versus the KlickZie social network.

Below, the picture on the left is how it is now. Advertisers feed ads to users and pay money to the social networks who get all the money and who distribute the users’ own content back to them with ads.

The picture on the right is how it is conceived for KlickZie. Advertisers will feed ads plus KLK to users, but only to users who want the ads. KlickZie will be paid in KLK or $, or both, and KlickZie will distribute the users content to them along with the ads.

KlickZie users will own the imagery they create, both normal imagery and the “view only” pictures or videos, if any, that they create using KlickZie’s Private Picture feature. They also will own any proprietary communications they create using KlickZie’s Touch to Comm functionality. Ownership of imagery can be sold for KLK tokens under a standard smart contract provided in the KLK blockchain. Access to view-only private pictures and proprietary communications owned by users can also be sold for KLK tokens under standard smart contracts provided in the KLK blockchain.

KlickZie is intended to activate, encrypt and store imagery and its meta data on the KlickZie cloud as it is created. Activated imagery which is subsequently modified and then shared is also stored in the KlickZie cloud. KlickZie could then provide trustability reports using a standard smart contract provided on the KLK blockchain.

The KLK blockchain would record the ownership of imagery, the ownership of view-only Private Picture imagery and the ownership of proprietary communications as they are created. Sales of imagery-ownership and the sales of access to Private Picture imagery and proprietary communications made under existing KLK standard smart contracts would then be recorded on the KLK blockchain.

Once launched, KlickZie would no longer have control of the blockchain. The picture below shows the separation of the KlickZie cloud activities from the execution of smart contracts on the KLK blockchain.

The major stakeholders in KlickZie and KLK ecosystem remain the same: the business and non-business organizations with mission critical uses of usage of KlickZie trusted imaging, the independent app developers creating innovative apps exploiting KlickZie technology and the KLK ecosystem using KlickZie app-development tools, consumers adopting and using the KlickZie imaging app in their connected devices, and the KlickZie team who will support the broad usage of KlickZie technology and develop and capture intellectual property for the benefit of Tautachrome and other KlickZie stakeholders.

~~Monetizing the KlickZie Trusted Imagery Ecosystem with the KlickZie “KLK” Token~~

The KlickZie app provides a structure for a robust ecosystem that independent developers can take advantage of by creating innovative applications of their own. To assist, the KlickZie team will provide tools for app developers to easily use the KlickZie downloadable software and the KlickZie cloud to create new and valuable ways to use activated imagery.

~~KLK payment made by a KlickZie user to an app developer would trigger a revenue sharing payment to Tautachrome under a standard smart contract provided on the blockchain.~~

Payments in KLK made in an exchange between users in which KlickZie services are used to generate the exchange will also trigger a commission payment to Tautachrome under a standard smart contract on the blockchain.

Consumers would be awarded KLK when KlickZie is downloaded and used. New KlickZie users would be supplied with a KlickZie-provided digital wallet containing the awarded KLK. Also, a user whose picture prompts a download by a new adopter would be rewarded with KLK. KlickZie users would be provided options allowing them to advertise KlickZie to others via their pictures and other means, and would be rewarded with KLK tokens as their efforts result in KlickZie downloads. At user option, a KlickZie picture or video would carry the message to the effect “I’m KlickZie the amazing picture and video app. I’m free. Download me now.” These simple KLK token reward features are a natural driver of fastest possible user growth.

~~The Company has entered into a Pilot Agreement with~~ ~~Honeycomb Digital, LLC~~ in Magnolia Texas (www.honeycomb.digital) to develop a “sample system” reflecting the Company’s KlickZie cloud requirements in accordance with the Company’s KlickZie and KLK requirements. Honeycomb has provided 100% web-based scalable private media libraries with advanced security locking, asynchronous access governance (non-centralized), and easy to use transactional digital rights management to national and global companies since 2001. Honeycomb reduces object load, software platform development requirement, datastore and deployment infrastructure resulting in highly scalable private cloud environments comparable to best in class top tier data centers.

The company has entered into a joint effort to develop the KlickZie blockchain and a KLK token offering with a small R&D company, Kelecorix, Inc. of Rockledge. Florida, with personnel in the US, Estonia and the Ukraine. The effort is proceeding well, with a launch target for shortly after year end.

Our activity to develop and monetize important in-house apps and to generate digital design revenue, is being carried out by our wholly owned subsidiary Polybia Studios, Pty Ltd of Mermaid Beach, Queensland Australia.

	·	~~the internal software systems, database servers and branding for travelKeep, a mobile security and networking application for travelers.~~

	·	~~websites and branding for companies such as Tautachrome, Novagen Ingenium, Renegade Engines, and Ronna Burton.~~

In addition, Polybia will play an important role in the development of the KlickZie Platform by providing the embedded software development for KlickZie’s advanced image capture, marking and securitization of code for smartphones, tablets, PCs, and other state of the art social sharing platforms. Polybia will also lead the company’s graphic, branding and web design optimization for the mobile user.

~~The KlickZie product rollout requires additional funding. We have said, and continue to say, that his funding may be accomplished by incurring debt, by equity sale or through any other means.~~

Presently, a viable funding means is the sale of our KLK cryptotokens. The market for crypto “value elements” such as cryptocurrencies like Bitcoin and cryptotokens like KLK is a global market and is presently receiving significant attention. We believe that the value that KlickZie technology and the KLK ecosystem offer will enable us to achieve a successful KLK token sale deriving funds that will allow the Company to ~~develop both~~continue as a ~~vibrant KLK ecosystem and the powerful KlickZie technology we envision.~~

~~Earlier this year~~going concern. There is no guarantee, however, that the Company reported a substantial project effort on its part developing a business model for a Fortune 50 US company (code named company F-50). The project was aimed at gaining funding for KlickZie development and using the KlickZie system to solve large scale F-50 operational and revenue problems. At this time the project is stalled, and we do not have an estimate as to when if ever it will become un-stalled. We continue to believe that the economic payoff of KlickZie will be ~~attractive and lucrative for companies such as F-50 with a global reach and with a large number of consumer customers.~~

~~There can be no assurances given that any of our funding efforts will be successful.~~

~~Tautachrome uses its Twitter site to post important information about the Company. To keep current with Tautachrome, Inc., please visit us at our Twitter site at https://twitter.com/tautachrome_inc.~~successful in achieving these objectives.

Results of Operations - ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2021 versus ~~2016~~2020

We had general and administrative expenses of ~~$236,111~~$150,755 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 versus ~~$325,442~~$152,137 for the same period in ~~2016, or a about a 27% decrease, mostly~~2020. General and administrative expenses consist chiefly of accounting and legal compliance costs and the Arknet license fee.

Our research and development expenses increased due to ~~reductions~~increased development activity during the three months ended March 31, 2021 versus 2020. R&D costs were $200,775 and $160,232, respectively.

We had a vast increase in interest expense from $161,919 during the period ending March 31, 2020 to $423,770 in the same period in 2021. Of the 2021 number, $349,058 was from a write off of existing unamortized discount balances on two converted notes.

We had a loss on changes in the fair values of our ~~operations in Australia.~~derivatives of $1,903,447 and a gain of $1,238,313 for the three months ended March 31, 2021 and 2020, respectively.

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2021, we ~~amortized $92,862~~had a foreign exchange gain of ~~the acquisition cost~~$11,379 versus a gain of ~~Photosweep to expense. We had no such amortization in the current year since the asset was fully impaired as of December 31, 2016.~~

~~Interest expense decreased from $222,972 during the nine months ended September 30, 2016 to $177,187~~$103,245 during the same period in 2017. During 2016, we issued convertible promissory notes in Australia containing Beneficial Conversion Features which we accounted for immediately as interest expense since the notes were callable by the maker at any time. We issued no new notes in Australia during the current period.

~~As discussed in Note 7 to the financial statements, we recorded a Gain on Litigation of $2,372,668 relating to our lawsuits with a previous consultant. We had no such gain in the previous year.~~

~~During the nine months ended September 30, 2017, we had foreign exchange loss of $69,309 versus a loss of $35,005 during the same period in 2016,~~2020, all of which are currency translation effects resulting from the fluctuation of exchange rate differences between the U.S. and Australian dollars.

Our net comprehensive ~~gains~~loss of $2,674,515 and ~~losses~~net Comprehensive income of ~~$1,890,061 (gain) and $676,281 (loss) during the nine months ended September 30, 2017 and 2016 are a result of the above items.~~

We had general and administrative expenses of $31,596 for the three months ended September 30, 2017 versus $102,062 for the same period in 2016, or a 70% decrease, mostly due to decreases in our operations in Australia.

During the three months ended September 30, 2016, we amortized $33,345 of the acquisition cost of Photosweep to expense. We had no such amortization in the current year since the asset was fully impaired as of December 31, 2016.

~~Interest expense increased from $39,618~~$944,822 during the three months ended ~~September 30, 2016 to $46,712 during the same period in 2017 due to increases in debt levels in the United States.~~

~~As discussed in Note 7 to the financial statements, we recorded a Gain on Litigation of $2,372,668 relating to our lawsuits with a previous consultant. We had no such gain in the previous year.~~

During the three months ended September 30, 2017, we had foreign exchange loss of $16,914 versus a loss of $18,467 during the same period in 2016, all of which are currency translation effects resulting from exchange rate differences between the U.S.March 31, 2021 and ~~Australian dollars.~~

~~Our net comprehensive gain and losses of $2,277,446 (gain) and $193,492 (loss) during the three months ended September 30, 2017 and 2016~~2020 are a result of the above items.

Our financial statements have been prepared on a going concern basis that contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

~~The~~At March 31, 2020, the Company ~~has $3,624~~had $91,815 in ~~cash~~current assets and current liabilities totaling ~~$1,307,689.~~$5,930,248. We are currently seeking financing to attain our business goals, but there is no guarantee that we will obtain such financing or, upon obtaining it, that we will be able to invest in productive assets that will result in positive cash flows from operations.

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, recurring losses, and negative working capital at ~~September 30, 2017 and December~~March 31, ~~2016.~~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. Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.

Our immediate term plans for operations is discussed extensively in Item 7 – Management’s Discussion and Analysis or Plan of Operation included in our Form 10-K as of December 31, ~~2016,~~2020, filed with the Securities and Exchange Commission on ~~April 19, 2017~~March 30, 2021 and is herein incorporated by reference.

A smaller reporting company is not required to provide the information required by this item.

We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon the evaluation of our officers and directors of our disclosure controls and procedures as of ~~September 30, 2017,~~March 31, 2021, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer has concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only a few employees. Under these circumstances it is impossible to completely segregate duties. We do not expect our internal controls to be effective until such time as we are able to begin full operations and even then, there are no assurances that our disclosure controls will be adequate in future periods.

There were no changes in our internal control over financial reporting that occurred during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us, other than that described in ~~Notes~~Note 7, ~~and 9,~~ or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

~~We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.~~

~~None~~A portion of the securities were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) of Regulation D promulgated thereunder, as a transaction by an issuer not involving any public offering. The investors did not enter into any of the transactions with the Company as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each investor was also afforded the opportunity to ask questions of management and to receive answers concerning the terms and conditions of the transaction. No selling commissions were paid in connection with these transactions.

A portion of the securities were issued without registration under the Securities Act, by reason of the exemption from registration afforded by Rule 903 of Regulation S promulgated thereunder. In determining that the issuance of certain of such securities qualified for exemption in reliance on Regulation S, the Company relied on the following facts: each recipient represented that it is not a “U.S. Person” within the meaning of Regulation S under the Securities Act and that he, she or it would not sell the shares in the U.S. for a period of at least one year after purchase.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Tautachrome, Inc

Date: ~~November 3, 2017~~May 17, 2021	By:	/s/ Dr. Jon Leonard
		Dr. Jon Leonard Chief Executive Officer

Title of Each Class		Trading Symbols		Name of Exchange on Which Registered
Not applicable		Not applicable		Not applicable

PART I – FINANCIAL INFORMATION

Item 1 –	Consolidated Financial Statements	3
Item 2 –	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	16
Item 3 –	Quantitive And Qualitative Disclosures About Market Risk	2518
Item 4 –	Controls and Procedures	2518

PART II – OTHER INFORMATION

Item 1 –	Legal Proceedings	26
~~Item 1A –~~	~~Risk Factors~~	2619
Item 2 –	Unregistered Sale of Equity Securities	2619
Item 3 –	Defaults Upon Senior Securities	2619
Item 4 –	Mine Safety Disclosures	2619
Item 5 –	Other Information	2619
Item 6 –	Exhibits	2620
Signatures		2821

	Common Stock				Preferred Stock Series D				Preferred Stock Series E				Preferred Stock Series F				Additional					Other Comprehensive						Total Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Paid in Capital		Stock Payable			Income (Loss)			Accumulated Deficit			Equity / (Deficit)
Balance, December 31, 2019		3,504,460,889	$	35,045		13,795,104	$	1,380		-		-		-		-	$	6,095,053	$	2,066,584		$	98,039		$	(12,867,645	)	$	(4,571,544	)

Shares issued for conversion of debt		560,931,025		5,609		-		-		-		-		-		-		843,752		-			-			-			849,361
Shares issued for services		3,333,333		33		-		-		-		-		-		-		19,967		-			-			-			20,000
Shares issued for cash		1,750,000		18		-		-		-		-		-		-		3,482		-			-			-			3,500
Shares issued to settle legal claim		50,000,000		500		-		-		-		-		-		-		144,500		-			-			-			145,000
Issue Series E preferred shares		-		-		-		-		40,000		4		-		-		1,836,996		(1,837,000	)		-			-			-
Issue Series F preferred shares		-		-		-		-		-		-		290,397		30		625,235		-			-			-			625,265
Derivative associated with early debt retirement		-		-		-		-		-		-		-		-		1,844,424		-			-			-			1,844,424
Beneficial conversion features of convertible notes		-		-		-		-		-		-		-		-				-			-			-			-
Shares earned by consultants		-		-		-		-		-		-		-		-		-		107,000			-			-			107,000
Imputed interest		-		-		-		-		-		-		-		-		13,678		-			-			-			13,678
Effect of foreign currency exchange		-		-		-		-		-		-		-		-		-		-			(80,201	)		-			(80,201	)
Net income		-		-		-		-		-		-		-		-		-		-			-			(2,794,324	)		(2,794,324	)
Balance, December 31, 2020		4,120,475,247	$	41,205		13,795,104	$	1,380		40,000	$	4		290,397	$	30	$	11,427,087	$	336,584		$	17,838		$	(15,661,969	)	$	(3,837,841	)

Shares issued for conversion of debt		123,131,169		1,231		-		-		-		-		-		-		456,369		-			-			-			457,600
Derivative associated with early debt retirement		-		-		-		-		-		-		-		-		249,704		-			-			-			249,704
Imputed interest		-		-		-		-		-		-		-		-		2,824		-			-			-			2,824
Effect of foreign currency exchange		-		-		-		-		-		-		-		-		-		-			11,379			-			11,379
Net income		-		-		-		-		-		-		-		-		-		-			-			(2,685,894	)		(2,685,894	)
Balance, March 31, 2021		4,243,606,416	$	42,436		13,795,104	$	1,380		40,000		4		290,397		30	$	12,135,984	$	336,584		$	29,217		$	(18,347,863	)	$	(5,802,228	)

Balance, December 31, 2020	$	1,479,530
Changes due to new issuances		124,844
Changes due to extinguishments		(249,704	)
Changes due to adjustment to fair value		1,903,447
Balance, March 31, 2021	$	3,258,117

Exhibit No.		Description of Exhibit

~~3.1~~		~~Articles of Incorporation, as filed June 5, 2007 (included as Exhibit 3.1 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).~~
~~3.2~~		~~Bylaws (included as Exhibit 3.2 to the Form SB-2 filed April 5, 2007, and incorporated herein by reference).~~
~~31.1~~31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
~~32.1~~32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
~~101~~101.INS*		~~Interactive data files pursuant to Rule 405 of Regulation S-T.~~XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	Common Stock						Preferred Stock Series D				Additional Paid in		Stock		Other Comprehensive Income			Accumulated			Total Stockholders' Equity /
	Shares			Amount			Shares		Amount		Capital		Payable		(Loss)			Deficit			(Deficit)

Balance, 12/31/15		2,987,633,430		$	29,876			-	$	-	$	1,539,442	$	-	$	81,301		$	(2,480,423	)	$	(829,804	)

Acquisition of Photosweep, LLC		13,000,000			130							353,470										353,600
Beneficial conversion feature of convertible notes												335,799										335,799
Common stock to preferred stock swap		(1,379,510,380	)		(13,795	)		13,795,104		1,380		1,100,746										1,088,331
Conversion of debt		51,666,667			517							60,104		10,586								71,207
Effect of debt modifications												18,760										18,760
Imputed interest												13,274										13,274
Effect of foreign currency exchange																1,447						1,447
Net loss																			(4,600,731	)		(4,600,731	)
Balance, 12/31/16		1,672,789,717		$	16,728			13,795,104		1,380	$	3,421,595	$	10,586	$	82,748		$	(7,081,154	)	$	(3,548,117	)

Shares issued for conversion of debt		8,493,243			85							54,080										54,165
Shares issued for services		6,700,000			67							84,262										84,329
Beneficial conversion feature of convertible notes												204,040										204,040
Imputed interest												11,457										11,457
Effect of foreign currency exchange																(69,309	)					(69,309	)
Net loss																			1,959,370			1,959,370
Balance, 9/30/17		1,687,982,960		$	16,880			13,795,104	$	1,380	$	3,775,434	$	10,586	$	13,439		$	(5,121,784	)	$	(1,304,065	)

	1.	KlickZie ARk technology business: The Company has licensed and is developing the augmented reality platform branded ARknet. ARknet enables goods and services providers to establish geolocated augmented reality interfaces, called ARks, allowing consumers to purchase the provider’s products and take advantage of its specials and discounts, using the ARk. A provider’s ARk may be located anywhere in the world, from a store location to anyplace else the provider may desire. The ARknet is a fintech platform using augmented reality as the medium of interaction connecting consumers to providers in the global household goods market now estimated at $52.8 trillion annually.
	2.	KlickZie’s blockchain cryptocurrency-based ecosystem: The Company has developed its own digital currency (“KLK”), smart contracts using KLKs, high speed blockchain concepts aimed at supporting fast frictionless transactions within the ARknet, and NFTs representing unique digital assets that may be traded on the blockchain.
	3.	KlickZie Activated Digital Imagery business: The Company is developing processes to exploit our patented KlickZie trusted imaging technology and our patented trusted image-based social interactions using the pictures and videos that smartphone users create. Trusted imagery and user imagery-based interactions are expected to be widely used within the ARknet.

	·	$95,000 of accrued salary owed to our Chief Executive Officer
	·	$450,000 due to Arknet. $300,000 of this amount was due to our technology lease obligations to them and $150,000 was due to the conversion of a crypto-note payable, written in 2018 and converted to Arknet debt in 2019
	·	$13,106 of unreimbursed expenses paid on behalf of the Company by the 22^nd Trust in previous years.
	·	$2,026 of other accrued related-party expenses.

	·	A $5,000 advance to the Company in 2018 that has not been formalized into a promissory note.
	·	$80,107 of debts to Michael Nugent, our former Chief Executive Officer for conversion of 39,312 Convertible Preferred Class B shares in 2015.
	·	Cash Loans from the 22^nd Trust in the amount of $19,413 made through 2015.

	Common Stock Ownership
	Immediately Before					Effect of Agreement			Immediately After
	Shares		%						Shares		%

Jon Leonard, PhD		1,387,829,545		46.5	%		(1,009,330,578	)		378,498,967		23.5	%
Micheal Nugent		620,756,473		20.8	%		(92,613,893	)		528,142,580		32.8	%
Matthew Staker		346,957,386		11.6	%		(277,565,909	)		69,391,477		4.3	%
Robert McClelland		8,403,524		0.3	%		-			8,403,524		0.5	%
Patrick Greene		2,093,080		0.1	%		-			2,093,080		0.1	%
Non Affiliates		621,593,422		20.8	%		-			621,593,422		38.7	%
Totals		2,987,633,430		100.0	%		(1,379,510,380	)		1,608,123,050		100.0	%

	9/30/17			12/31/16
Long-term and short-term combined
Unpaid principal	$	956,901		$	747,129
Discounts		(208,304	)		(75,927	)
Convertible notes payable, net	$	748,597		$	671,202

Classified as short-term
Unpaid principal balance	$	701,143		$	597,371
Discounts		(19,864	)		(13,697	)
Convertible notes payable - short-term, net	$	681,279		$	583,674

Classified as long-term
Unpaid principal balance	$	255,758		$	149,758
Discounts		(188,440	)		(62,230	)
Convertible notes payable - long-term, net	$	67,318		$	87,528

	·	The stock price of $0.000630 at 09/30/20 decreased to $0.0125 by 03/31/21 and 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 37% 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 160% – 222% (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.