SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
FOR THE QUARTERLY PERIOD ENDED SEPTEMBERJUNE 30, 20172022
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
FOR THE TRANSITION PERIOD FROM ___________ TO _____________.
Commission file number: 333-141907000-55721
TAUTACHROME, INC. |
(Exact name of registrant as specified in its charter) |
|
Delaware |
| ||
(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) |
(520) 318-5578 |
( |
Securities registered pursuant to section 12(b) of the Act:
| Trading Symbols | Name of Exchange on Which Registered |
| Not applicable | Not applicable |
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 |
| Smaller reporting 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,August 1, 2022, was 1,687,982,960.5,962,823,071.
TAUTACHROME, INC.
FORM 10-Q
3 | |||||
3 | |||||
- Management’s Discussion And Analysis Of Financial Condition And Results Of Operations | 15 | ||||
18 | |||||
18 | |||||
19 | |||||
19 | |||||
19 | |||||
19 | |||||
19 | |||||
19 | |||||
20 | |||||
21 |
2 |
Table of Contents |
PART I – FINANCIAL INFORMATION
ITEMItem 1 – CONSOLIDATED FINANCIAL STATEMENTSConsolidated Financial Statements
TAUTACHROME, INC.
CONSOLIDATED BALANCE SHEETS
|
| 6/30/2022 |
| 12/31/2021 |
| |||||||||||
|
| 9/30/2017 |
| 12/31/2016 |
|
| (Unaudited) |
|
| |||||||
ASSETS |
|
|
|
|
|
|
|
|
|
| ||||||
Current assets: |
|
|
|
|
|
|
|
|
|
| ||||||
Cash |
| $ | 3,624 |
|
| $ | 1,850 |
|
| $ | 123 |
|
| $ | 119,466 |
|
Total current assets |
|
| 3,624 |
|
|
| 1,850 |
|
| 123 |
| 119,466 |
| |||
|
|
|
|
|
| |||||||||||
Non-current assets: |
|
|
|
|
| |||||||||||
Property, plant and equipment, net |
|
| 18,102 |
|
|
| 25,344 |
| ||||||||
TOTAL ASSETS |
| $ | 3,624 |
|
| $ | 1,850 |
|
| $ | 18,225 |
|
| $ | 144,810 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LIABILITIES |
|
|
|
|
|
|
|
|
|
| ||||||
Accounts payable and accrued expenses |
| $ | 311,966 |
| $ | 275,760 |
|
| $ | 939,530 |
| $ | 813,024 |
| ||
Accounts payable - related party |
| 15,555 |
| 25,486 |
|
| 856,181 |
| 706,476 |
| ||||||
Loans from related parties |
| 101,175 |
| 99,434 |
|
| 102,713 |
| 103,640 |
| ||||||
Convertible notes payable - related party |
| 59,160 |
| 49,160 |
| |||||||||||
Convertible notes payable - related party, net |
| 70,392 |
| 70,392 |
| |||||||||||
Short-term convertible notes payable, net |
| 681,279 |
| 583,674 |
|
| 1,543,923 |
| 1,637,812 |
| ||||||
Short-term notes payable |
| 17,236 |
| 15,858 |
| |||||||||||
Short-term portion of long-term debt |
| - |
| 11,034 |
| |||||||||||
Court judgment liability |
|
| 54,000 |
|
|
| 2,382,374 |
| ||||||||
Convertible notes payable in default |
| 341,000 |
| 32,000 |
| |||||||||||
Short-term notes payable, net |
| 64,174 |
| 15,989 |
| |||||||||||
Derivative liability |
|
| 803,874 |
|
|
| 1,384,775 |
| ||||||||
Total current liabilities |
| 1,240,371 |
|
| 3,442,780 |
|
| 4,721,787 |
| 4,764,108 |
| |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Long-term convertible notes payable, net |
| 67,318 |
| 87,528 |
|
| 49,029 |
| 0 |
| ||||||
Long-term notes payable |
|
| - |
|
|
| 19,659 |
| ||||||||
Long-term convertible notes payable, related party, net |
|
| 26,746 |
|
|
| 14,996 |
| ||||||||
Total non-current liabilities |
|
| 67,318 |
|
|
| 107,187 |
|
| 75,775 |
| 14,996 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL LIABILITIES |
|
| 1,307,689 |
|
|
| 3,549,967 |
|
| $ | 4,797,562 |
|
| $ | 4,779,104 |
|
|
|
|
|
|
| |||||||||||
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 E Convertible Preferred Stock, par value $0.0001. 40,000 shares authorized, 40,000 shares outstanding at June 30, 2022 and December 31, 2021, respectively |
| 4 |
| 4 |
| |||||||||||
Series F Convertible Preferred Stock, par value $0.00001. 290,400 shares authorized, 290,400 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively |
| 30 |
| 30 |
| |||||||||||
Common stock, $0.00001 par value. 6.4 billion shares authorized. 5,962,823,071 and 5,866,608,915 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively |
| 59,628 |
| 58,666 |
| |||||||||||
Additional paid in capital |
| 3,775,434 |
| 3,421,595 |
|
| 15,478,574 |
| 15,337,300 |
| ||||||
Common stock payable |
| 10,586 |
| 10,586 |
|
| 727,759 |
| 640,584 |
| ||||||
Accumulated deficit |
| (5,121,784 | ) |
| (7,081,154 | ) |
| (21,161,620 | ) |
| (20,742,160 | ) | ||||
Effect of foreign currency exchange |
|
| 13,439 |
|
|
| 82,748 |
|
|
| 116,288 |
|
|
| 71,282 |
|
TOTAL STOCKHOLDERS' EQUITY |
|
| (1,304,065 | ) |
|
| (3,548,117 | ) | ||||||||
TOTAL STOCKHOLDERS' DEFICIT |
| (4,779,337 | ) |
| (4,634,294 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ | 3,624 |
|
| $ | 1,850 |
| ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ | 18,225 |
|
| $ | 144,810 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3 |
Table of Contents |
TAUTACHROME, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| Nine Months |
| Three Months |
|
| Six Months Ended June 30, |
| Three Months Ended June 30, |
| ||||||||||||||||||||||
|
| 2017 |
| 2016 |
| 2017 |
| 2016 |
|
| 2022 |
|
| 2021 |
|
| 2022 |
|
| 2021 |
| |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
REVENUES |
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Online sales platform |
| $ | 3 |
| $ | 20 |
| 2 |
| $ | 5 |
| ||||||||||||||||||||
Products |
|
| 30 |
|
|
| 240 |
|
|
| 0 |
|
|
| 125 |
| ||||||||||||||||
Total revenues |
| 33 |
| 260 |
| 2 |
| 130 |
| |||||||||||||||||||||||
Cost of sales |
|
| 2 |
|
|
| 79 |
|
|
| 0 |
|
|
| 44 |
| ||||||||||||||||
Gross profit |
| 31 |
| 181 |
| 2 |
| 86 |
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
OPERATING EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
General and administrative |
| $ | 236,111 |
| 325,442 |
| $ | 31,596 |
| 102,062 |
|
| $ | 393,851 |
| $ | 2,456,469 |
| $ | 185,471 |
| $ | 2,302,093 |
| ||||||||
Depreciation, depletion and amortization |
|
| - |
|
|
| 92,862 |
|
|
| - |
|
|
| 33,345 |
| ||||||||||||||||
Bad debt expense |
| 0 |
| 150,760 |
| 0 |
| 150,760 |
| |||||||||||||||||||||||
Depreciation expense |
| 7,242 |
| 7,242 |
| 3,621 |
| 3,621 |
| |||||||||||||||||||||||
Research and development |
|
| 178,377 |
|
|
| 430,109 |
|
|
| 91,495 |
|
|
| 229,334 |
| ||||||||||||||||
Total operating expenses |
|
| 236,111 |
|
|
| 418,304 |
|
|
| 31,596 |
|
|
| 135,407 |
|
| 579,470 |
| 3,044,580 |
| 280,587 |
| 2,685,808 |
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||
Operating loss |
| (236,111 | ) |
| (418,304 | ) |
| (31,596 | ) |
| (135,407 | ) |
| (579,439 | ) |
| (3,044,399 | ) |
| (280,585 | ) |
| (2,685,722 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
OTHER INCOME / (EXPENSE) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Gain on litigation |
| 2,372,668 |
| - |
| 2,372,668 |
| - |
| |||||||||||||||||||||||
Loss on settlement of debt |
| 0 |
| (225 | ) |
| 0 |
| (225 | ) | ||||||||||||||||||||||
Interest expense |
|
| (177,187 | ) |
|
| (222,972 | ) |
|
| (46,712 | ) |
|
| (39,618 | ) |
| (437,094 | ) |
| (659,052 | ) |
| (211,734 | ) |
| (235,282 | ) | ||||
Change in value of derivatives |
|
| 597,073 |
|
|
| (2,262,282 | ) |
|
| 564,639 |
|
|
| (358,835 | ) | ||||||||||||||||
Total other |
|
| 2,195,481 |
|
|
| (222,972 | ) |
|
| 2,325,956 |
|
|
| (39,618 | ) |
|
| 159,979 |
|
|
| (2,921,559 | ) |
|
| 352,905 |
|
|
| (594,342 | ) |
Net income (loss) |
| $ | 1,959,370 |
|
| $ | (641,276 | ) |
| $ | 2,294,360 |
|
| $ | (175,025 | ) | ||||||||||||||||
Net income or (loss) |
| $ | (419,460 | ) |
| $ | (5,965,958 | ) |
|
| 72,320 |
|
| $ | (3,280,064 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Effect of foreign currency exchange |
|
| (69,309 | ) |
|
| (35,005 | ) |
|
| (16,914 | ) |
|
| (18,467 | ) |
|
| 45,006 |
|
|
| 28,320 |
|
|
| 73,172 |
|
|
| 16,941 |
|
Net comprehensive income (loss) |
| $ | 1,890,061 |
|
| $ | (676,281 | ) |
| $ | 2,277,446 |
|
| $ | (193,492 | ) | ||||||||||||||||
Net comprehensive income or (loss) |
| $ | (374,454 | ) |
| $ | (5,937,638 | ) |
|
| 145,492 |
|
| $ | (3,263,123 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Net (loss) or income per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Basic |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
|
| $ | 0 |
| $ | 0 |
| 0 |
| $ | 0 |
| |||||||
Diluted |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
| $ | 0.00 |
| |||||||||||||||||||
Fully diluted |
| 0 |
| 0 |
| 0 |
| 0 |
| |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Basic |
| 1,684,825,134 |
| 2,999,921,751 |
| 1,687,982,960 |
| 3,000,633,430 |
|
| 5,899,110,589 |
| 4,238,994,677 |
| 5,929,268,997 |
| 4,297,624,931 |
| ||||||||||||||
Diluted |
| 1,828,761,881 |
| 2,999,921,751 |
| 1,866,629,731 |
| 3,000,633,430 |
| |||||||||||||||||||||||
Fully diluted |
| 5,899,110,589 |
| 4,238,994,677 |
| 6,607,286,944 |
| 4,297,624,931 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4 |
Table of Contents |
TAUTACHROME, INC.
Consolidated Statement of Changes in Stockholders’ Deficit
December 31, 2020 to June 30, 2022
(Unaudited)
TAUTACHROME, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)
(Unaudited)
|
| Common Stock |
|
| Preferred Stock Series D |
|
| Preferred Stock Series E |
|
| Preferred Stock Series F |
|
| Additional Paid in |
|
| Stock |
|
| Other Comprehensive |
|
| Accumulated |
|
| Total Stockholders' Equity / |
| |||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Payable |
|
| Income (Loss) |
|
| Deficit |
|
| (Deficit) |
| |||||||||||||
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 |
|
| 295,898,288 |
|
|
| 2,959 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 1,087,086 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 1,090,045 |
|
Derivative associated with early debt retirement |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 650,208 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 650,208 |
|
Shares issued for services |
|
| 214,125,000 |
|
|
| 2,141 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 2,116,384 |
|
|
| (2,111,400 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 7,125 |
|
Shares issued as enticement for loan |
|
| 6,600,000 |
|
|
| 66 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 56,749 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 56,815 |
|
Shares issued to convert Series D preferred to common |
|
| 1,379,510,380 |
|
|
| 13,795 |
|
|
| (13,795,104 | ) |
|
| (1,380 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (12,415 | ) |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Shares retired by Chief Executive Officer |
|
| (150,000,000 | ) |
|
| (1,500 | ) |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 1,500 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Stock payable for services |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 2,415,400 |
|
|
| 0 |
|
|
| 0 |
|
|
| 2,415,400 |
|
Imputed interest |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 10,701 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 10,701 |
|
Effect of foreign currency exchange |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 53,444 |
|
|
| 0 |
|
|
| 53,444 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (5,080,191 | ) |
|
| (5,080,191 | ) |
Balance, December 31, 2021 |
|
| 5,866,608,915 |
|
| $ | 58,666 |
|
|
| - |
|
| $ | 0 |
|
|
| 40,000 |
|
|
| 4 |
|
|
| 290,397 |
|
|
| 30 |
|
| $ | 15,337,300 |
|
| $ | 640,584 |
|
| $ | 71,282 |
|
| $ | (20,742,160 | ) |
| $ | (4,634,294 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for conversion of debt |
|
| 94,614,156 |
|
|
| 946 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 88,017 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 88,963 |
|
Derivative associated with early debt retirement |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 45,351 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 45,351 |
|
Shares issued as enticement for loan |
|
| 1,600,000 |
|
|
| 16 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 3,184 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 3,200 |
|
Stock payable for services |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 87,175 |
|
|
| 0 |
|
|
| 0 |
|
|
| 87,175 |
|
Imputed interest |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 4,729 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 4,729 |
|
Effect of foreign currency exchange |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 45,006 |
|
|
| 0 |
|
|
| 45,006 |
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (419,460 | ) |
|
| (419,460 | ) |
Balance, June 30, 2022 |
|
| 5,962,823,071 |
|
| $ | 59,628 |
|
|
| - |
|
| $ | 0 |
|
|
| 40,000 |
|
| $ | 4 |
|
|
| 290,397 |
|
| $ | 30 |
|
| $ | 15,478,581 |
|
| $ | 727,759 |
|
| $ | 116,288 |
|
| $ | (21,161,620 | ) |
| $ | (4,779,337 | ) |
Common Stock Preferred Additional Paid in Stock Other Comprehensive Income Accumulated Total Stockholders' Equity / Shares Amount Shares Amount Capital Payable (Loss) Deficit (Deficit) Balance, 12/31/15 Acquisition of Photosweep, LLC Beneficial conversion feature of convertible notes Common stock to preferred stock swap Conversion of debt Effect of debt modifications Imputed interest Effect of foreign currency exchange Net loss Balance, 12/31/16 Shares issued for conversion of debt Shares issued for services Beneficial conversion feature of convertible notes Imputed interest Effect of foreign currency exchange Net loss Balance, 9/30/17
Stock Series D2,987,633,430 $ 29,876 - $ - $ 1,539,442 $ - $ 81,301 $ (2,480,423 ) $ (829,804 ) 13,000,000 130 353,470 353,600 335,799 335,799 (1,379,510,380 ) (13,795 ) 13,795,104 1,380 1,100,746 1,088,331 51,666,667 517 60,104 10,586 71,207 18,760 18,760 13,274 13,274 1,447 1,447 (4,600,731 ) (4,600,731 ) 1,672,789,717 $ 16,728 13,795,104 1,380 $ 3,421,595 $ 10,586 $ 82,748 $ (7,081,154 ) $ (3,548,117 ) 8,493,243 85 54,080 54,165 6,700,000 67 84,262 84,329 204,040 204,040 11,457 11,457 (69,309 ) (69,309 ) 1,959,370 1,959,370 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.
5 |
Table of Contents |
TAUTACHROME, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
| Six Months Ended June 30, |
| |||||||||||||
|
| Nine Months |
|
| 2022 |
| 2021 |
| ||||||||
|
| 2017 |
| 2016 |
|
|
|
|
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
| ||||||
Net Loss |
| $ | 1,959,370 |
| $ | (641,276 | ) |
| $ | (419,460 | ) |
| $ | (5,965,958 | ) | |
Stock-based compensation |
| 84,329 |
| 92,862 |
|
| 87,175 |
| 2,233,425 |
| ||||||
Gain on litigation |
| (2,372,668 | ) |
| - |
| ||||||||||
Depreciation, depletion and amortization |
| 7,242 |
| 7,242 |
| |||||||||||
Change in fair value of derivative |
| (597,073 | ) |
| 2,262,283 |
| ||||||||||
Amortization of discounts on notes payable |
| 71,743 |
| 177,030 |
|
| 351,950 |
| 591,510 |
| ||||||
Imputed interest |
| 11,457 |
| 10,655 |
|
| 4,729 |
| 2,830 |
| ||||||
Bad debt expense |
| 0 |
| 150,760 |
| |||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| |||||||
Accounts receivable |
| 0 |
| (760 | ) | |||||||||||
Accounts payable and accrued expenses |
| 128,858 |
| 120,993 |
|
| 220,594 |
| 31,266 |
| ||||||
Accounts payable - related party |
|
| 494 |
|
|
| 17,602 |
|
|
| 113,000 |
|
|
| 112,365 |
|
Net cash used in operating activities |
| (116,417 | ) |
| (222,134 | ) |
| (231,843 | ) |
| (575,037 | ) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
| ||||||
Purchase of Photosweep, LLC |
|
| - |
|
|
| (39,000 | ) | ||||||||
Investment in note receivable |
|
| 0 |
|
|
| (150,000 | ) | ||||||||
Net cash used in investing activities |
| - |
|
| (39,000 | ) |
| 0 |
| (150,000 | ) | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
| ||||||
Proceeds from convertible notes payable |
| 208,040 |
| 223,510 |
|
| 100,000 |
| 708,000 |
| ||||||
Principal payments on notes payable |
| (30,693 | ) |
| (884 | ) | ||||||||||
Proceeds from related-party loan |
| 11,153 |
| 64,791 |
| |||||||||||
Proceeds from convertible notes payable, related party |
| 0 |
| 40,000 |
| |||||||||||
Payment of expenses by related parties |
| 0 |
| 6,000 |
| |||||||||||
Proceeds from notes payable |
| 50,000 |
| 0 |
| |||||||||||
Principal payments on related-party loans |
|
| (1,000 | ) |
|
| - |
|
|
| 0 |
|
|
| (21,348 | ) |
Net cash provided by financing activities |
| 187,500 |
|
| 287,417 |
|
| 150,000 |
| 732,652 |
| |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Effect of exchange rate changes on cash and cash equivalents |
| (69,309 | ) |
| (35,005 | ) |
| (37,500 | ) |
| (1,184 | ) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Net increase/(decrease) in cash |
| 1,774 |
| (8,722 | ) |
| (119,343 | ) |
| 6,431 |
| |||||
Cash and equivalents - beginning of period |
|
| 1,850 |
|
|
| 15,428 |
|
|
| 119,466 |
|
|
| 114,527 |
|
Cash and equivalents - end of period |
| $ | 3,624 |
|
| $ | 6,706 |
|
| $ | 123 |
| $ | 120,958 |
| |
|
|
|
|
|
|
|
|
|
|
| ||||||
SUPPLEMENTARY INFORMATION |
|
|
|
|
|
|
|
|
|
| ||||||
Cash paid for interest |
| $ | 627 |
| $ | - |
|
| $ | 0 |
| $ | 0 |
| ||
Cash paid for income taxes |
| $ | - |
| $ | - |
|
| $ | 0 |
| $ | 0 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS |
|
|
|
|
| SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||||||||||
Discounts on convertible notes |
| $ | 204,040 |
| $ | 249,054 |
|
| $ | 7,200 |
| $ | 623,573 |
| ||
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 |
| $ | 88,963 |
| $ | 660,000 |
| |||||||||
Settlement of derivative liability |
| $ | 45,351 |
| $ | 376,913 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6 |
Table of Contents |
TAUTACHROME, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBERJUNE 30, 20172022
Note 1 – Organization and Nature of Business
History
Tautachrome, Inc. (formerly Roadships Holdings, Inc.) was formed in Delaware on June 5, 2006 as Caddystats, Inc., 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 adopted the accounting acquirer’s year end, December 31.
Our Business
The CompanyTautachrome operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are remindersexploiting the technologies of the abilityAugmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction.
Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the internet applications space to surprise uspatent pending ARk technology (together banded “KlickZie” technology):
1. | KlickZie ARk technology business: The Company has licensed and is developing a new KlickZie augmented reality (“AR”) 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 is 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 connecting consumers to providers in the global $48 trillion household goods market, using augmented reality as the medium of interaction. | |
2. | KlickZie’s blockchain cryptocurrency-based ecosystem: The Company has developed its own digital currency (“KLK”), smart contracts using KLKs, and high speed blockchain concepts aimed at supporting fast frictionless transactions within the ARknet as well as incentivizing user download and use of KlickZie products. | |
3. | KlickZie Activated Digital Imagery business: The Company is developing downloadable apps based on our patented KlickZie trusted imaging technology and based on our patented trusted image-based social interactions using the pictures and videos that smartphone users create. Trusted imagery and user imagery-based interaction is expected to be widely used within the ARknet. |
Additional discussion of the business can be found in our Form 10-K filing as of December 31, 2021 and filed with the arrival of wholly new business universes.Securities and Exchange Commission.
TheSince 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 is developing a system branded “KlickZie” aimed at turning smartphones, including iPhones, Android phonesinformation, and other smartphones, into trustable imagersfinding this method of publicizing important Company information both fast and advanced communicators. The pictures and videos from trustable imager will be ableeffective, 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 trusted to becurrent on the original, untampered, un-Photoshopped pictures and videos made by the smartphone, andCompany’s disclosures in addition the pictures and videos themselves become advanced communicators, able to be used as living, trusted portals to communicateconformity with others.Regulation FD.
7 |
|
Table of Contents |
Note 2 – Basis of Presentation and Summary of Significant Accounting Policies
Consolidated Financial Statements
In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending Septemberended June 30, 2017.2022. 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, 2016,2021, as reported in Form 10-K filed with the Securities and Exchange Commission.SEC on March 24, 2022.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
Principles of Consolidation
Our consolidated financial statements include the accounts of Tautachrome, Inc. and all majority-owned subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation.
Property, Plant and Equipment
We record our property plant and equipment at historical cost. The estimated useful lives of these assets range from three to seven years and are depreciated using the straight-line method over the asset’s useful life.
Long-Lived Assets, Intangible Assets and Impairment
In accordance with U.S. GAAP, theThe 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.
Revenue Recognition
The Company has two revenue streams: (1) sales of merchandise online on its own account for promotion of the Company and (2) the online sales platform which is an internet shopping place where businesses can create a store and place items for sale that other ARknet users can buy. Tautachrome takes a percentage fee of the sale.
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 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
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
8 |
Table of Contents |
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net Loss Per Share
Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. The per share amounts include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same for the nine months ended September 30, 2017 and 2016 as the effect of our potential common stock equivalents would be anti-dilutive.
Recent Accounting Pronouncements
In January 2017,We have reviewed the FASB issued ASU No. 2017-04, “Intangibles-Goodwillissue Accounting Standards Update, (“ASU”) accounting pronouncements and Other (Topic 350) - Simplifyinginterpretations thereof that have effectiveness dates during the Test for Goodwill Impairment" (“ASU 2017-04”).period reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any 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, limitedis subject to the total amountformal review of goodwill allocated to that reporting unit. The standard is effective for interimour financial management and annual periods beginning after December 15, 2019 and early adoption is permitted. The Company early adopted ASU 2017-04 on January 1, 2017.certain standards are under consideration.
Note 3 – Going Concern
WeThe accompanying financial statements have not begun our core operationsbeen prepared assuming that the Company will continue as a going concern. As shown in the technology industry and have not yet acquired the assets to enter this markets andaccompanying financial statements, we will require additional capital to do so. There is no guarantee that we will acquire the capital to procure the assets to enter this markets or, upon doing so, that we will generate positivehad negative cash flows from operations. Substantialoperations and have experienced recurring losses, and negative working capital at June 30, 2022. These conditions raise substantial doubt exists as to Tautachrome’sour ability to continue as a going concern. No adjustment has been made to theseThe financial statements for the outcome of this uncertainty.do not include any adjustments that might be necessary if we are unable to continue as a going concern.
The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives.
Note 4 – Related Party Transactions
ForAccounts payable – related party consists of $105,000 accrued to our CEO and Director, Dr. Jon Leonard for unpaid salary, $700,000 owed in accrued license fees to Arknet, 37,398 of interest and $13,783 owed to various members of the year ended December 31, 2016, we had the following transactions with the Twenty Second Trust (the "Trust"), the trustee of whom is Sonny Nugent the son of our major shareholder and former Chief Executive Officer, Micheal Nugent:family.
Loans from Related Parties consists of $97,713 owed to Michael Nugent and $5,000 owed to David LaMountain, a Director. Convertible Notes Payable, Related Party, Net consists of $70,392 that are owed to officers and directors of the company.
According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%.
Convertible note payable, related party
On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from
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
Note 5 – Capital
During the
During the
Stock Payable
Other than the above, there was no change in stock payable from December 31, 2021 to June 30, 2022. The explanation of the changes and balances for the year ended December 31, 2021 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, 2021 and filed on March 24, 2021 and herewith included by reference.
Preferred Stock In October,
Common Stock Ownership Immediately Before Effect of Agreement Immediately After Shares % Shares % Jon Leonard, PhD Micheal Nugent Matthew Staker Robert McClelland Patrick Greene Non Affiliates Totals Imputed Interest
Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and
Note 6 – Debt Our debt in certain categories went from $3,259,604 at December 31, 2021 to $3,403,308 at June 30, 2022 as follows:
Loans from related parties
Short-Term Convertible Notes Payable – Related Party At June 30, 2022, we owed $70,392 in convertible notes payable consisting of $419 to Dr. Jon Leonard, our Chief Executive Officer and $69,973 to David LaMountain, our Chief Operating Officer. Short-Term Convertible Notes Payable – Third-Party, Net Unpaid principal on short-term convertible notes payable at June 30, 2022 was $1,826,182, net of discounts of $238,245 (or $1,587,937). We have three convertible promissory notes which are in default at June 30, 2022 totaling $341,000. There are no discount balances on these notes.
Short-term notes payable
At June 30,2022, we owed AU$22,000 (US$15,189) to three Australian investors on promissory notes which contain no conversion privileges. In addition, during the six months ended June 30, 2022 we issued a promissory note in the amount of $54,000, receiving proceeds of $50,000 and incurring an original issue discount of $4,000. On this note, we also issued 1,600,000 common shares as an enticement for this loan which we valued at $3,200, also recorded as a debt discount (for a total initial discount of $7,200). During the Derivative liabilities The above-referenced convertible promissory notes Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our
9/30/17 12/31/16 Long-term and short-term combined Unpaid principal Discounts Convertible notes payable, net Classified as short-term Unpaid principal balance Discounts Convertible notes payable - short-term, net Classified as long-term Unpaid principal balance Discounts Convertible notes payable - long-term, net
The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through June 30, 2022. The following assumptions were used for the valuation of the derivative liability related to the Notes:
We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest
Note 7 –
Deferred income taxes reflect the tax consequences on future years of differences between the tax bases:
In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized.
Our tax loss carry-forwards will begin to expire in 2030.
Note
On
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,
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.
Overview
Company are dependent upon our ability to raise adequate financing and to commence profitable operations in the future. The
Results of Operations
General and administrative expenses went from $2,456,469 in 2021 to $393,851 in the current year for a decrease of Depreciation expense did not change from last year to this since we depreciate our only asset using the straight line method which causes depreciation expense to be the same from period to period. Research and development expenses fell from $430,109 last year to $178,377 in Interest expense fell from $659,052 in 2021 to $437,094 in 2022 ( decrease of $221,958), mostly because there were several large early payoffs of debt (in the form of conversion to common stock) occurring in the previous year requiring the full amortization of existing discount balances. Fewer such early payoffs occurred in the current year. The change in value of our
During the
Our net comprehensive
Results of Operations - Three months ended Revenues were de minimis in both periods in 2022 and 2021. General and administrative expenses went from $2,302,093 in 2021 to $185,471 in the current year for a decrease of $2,116,622. The vast majority of the change was 198,000,000 shares of stock issued in June, 2021 for advertisements. This did not occur in the current year.
We had Depreciation expense did not change from last year to this since we depreciate our only asset using the straight line method which causes depreciation expense to be the same from period to period. Research and development expenses fell from $229,334 last year to $91,495 in Interest expense fell from $235,282 in 2021 to $211,734 in 2022 ( decrease of $23,548), mostly because there were several large early payoffs of debt (in the form of conversion to common stock) occurring in the previous year requiring the full amortization of existing discount balances. Fewer such early payoffs occurred in the current year. The value of our
During the
Our net comprehensive gain and losses of
Liquidity and Capital Resources
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.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations, recurring losses, and negative working capital at
Plan of Operation
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,
A smaller reporting company is not required to provide the information required by this item.
Evaluation of Disclosure Controls and Procedures.
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
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the
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
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
None
Not applicable.
Item 6 - Exhibits
* Filed herewith. ** Furnished herewith
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.
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