UNITED STATES
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, 20202021
☐ | 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: 000-55721
TAUTACHROME, INC. |
|
Delaware | 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) (520) 318-5578 (Registrant’s telephone number, including area code) Securities registered pursuant to section 12(b) of the Act: Title of Each Class Trading Symbols Name of Exchange on Which Registered Not applicable 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 ☒ No ☐ 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 ☒ 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 ☐ No ☒ The number of shares of the registrant’s common stock outstanding as of TAUTACHROME, INC. FORM 10-Q 3 3 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations 16 18 19 20 20 20 20 20 20 21 22 PART I – FINANCIAL INFORMATION TAUTACHROME, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) 9/30/2020 12/31/2019 6/30/2021 12/31/2020 ASSETS Current assets: Cash Prepaid expenses Total current assets Non-current assets: Property, plant and equipment, net TOTAL ASSETS LIABILITIES Accounts payable and accrued expenses Accounts payable - related party Loans from related parties Convertible notes payable - related party, net Short-term convertible notes payable, net Convertible notes payable in default Short-term notes payable Derivative liability Court judgment liability Total current liabilities Long-term convertible notes payable, net Long-term convertible notes payable, related party, net Total non-current liabilities TOTAL LIABILITIES STOCKHOLDERS’ DEFICIT Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at September 30, 2020 and December 31, 2019 Series E Convertible Preferred Stock, par value $0.0001. 40,000,000 shares authorized, 40,000 and zero shares outstanding at September 30, 2020 and December 31, 2019, respectively Series F Convertible Preferred Stock, par value $0.0001. 290,400 shares authorized, 290,397 and zero shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively Common stock, $0.00001 par value. 4.5 billion shares authorized. 4,120,475,247 and 3,504,460,889 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively STOCKHOLDERS' DEFICIT Series D Convertible Preferred, par value $0.0001. 13,795,104 shares authorized, 13,795,104 shares issued and outstanding at June 30, 2021 and December 31, 2020 Series E Convertible Preferred Stock, par value $0.0001. 40,000 shares authorized, 40,000 shares outstanding at June 30, 2021 and December 31, 2020, respectively Series F Convertible Preferred Stock, par value $0.00001. 290,400 shares authorized, 290,400 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively Common stock, $0.00001 par value. 4.5 billion shares authorized. 4,485,746,908 and 4,120,475,247 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively Additional paid in capital Common stock payable Accumulated deficit Effect of foreign currency exchange TOTAL STOCKHOLDERS’ DEFICIT TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT TOTAL STOCKHOLDERS' DEFICIT TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT The accompanying notes are an integral part of these consolidated financial statements. TAUTACHROME, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Nine Months Ended September 30, Three Months Ended September 30, Six Months Ended June 30, Three Months Ended June 30, 2020 2019 2020 2019 2021 2020 2021 2020 REVENUES Online sales platform Products Other Total revenues Cost of sales Gross profit OPERATING EXPENSES General and administrative Bad debt expense Depreciation expense Research and development Total operating expenses Operating loss OTHER INCOME / (EXPENSE) Gain on litigation Loss on settlement of debt Interest expense Change in value of derivatives Loss on conversion of debt Total other Net income or (loss) Net loss OTHER COMPREHENSIVE INCOME (LOSS) Effect of foreign currency exchange Net comprehensive income or (loss) Net (loss) or income per common share Basic Fully diluted Basic and fully diluted Weighted average shares outstanding Basic Fully diluted Basic and fully diluted The accompanying notes are an integral part of these consolidated financial statements. TAUTACHROME, INC. CONSOLIDATED December 31, (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 Deficit Balance, 12/31/18 Shares issued for conversion of debt Shares issued to settle claims Shares issued for stock payable Shares earned by consultants Proceeds from officer stock sale Derivative associated with early debt retirement Imputed interest Effect of foreign currency exchange Net loss Balance, December 31, 2019 Common Stock Preferred Stock Series D Preferred Stock Series E Preferred Stock Series F Additional Paid in Stock Other Comprehensive Accumulated Total Stockholders’ Equity / 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, 2019 Shares Amount Shares Amount Shares Amount Shares Amount Capital Payable Income (Loss) Deficit (Deficit) Shares issued for conversion of debt Shares issued for services Shares issued for cash Shares issued to settle legal claim Issue Series E preferred shares Issue Series F preferred shares Derivative associated with early debt retirement Beneficial conversion features of convertible notes Shares earned by consultants Imputed interest Effect of foreign currency exchange Net income Balance, September 30, 2020 Balance, December 31, 2020 Shares issued for conversion of debt Derivative associated with early debt retirement Shares issued for services Shares issued as enticement for loan Stock payable for services Imputed interest Effect of foreign currency exchange Net income Balance, June 30, 2021 The accompanying notes are an integral part of these consolidated financial statements. TAUTACHROME, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, Nine Months Ended September 30, 2021 2020 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Stock-based compensation Depreciation, depletion and amortization Loss on debt conversions Gain on litigation Capital contributed Change in fair value of derivative Loss on debt settlements Amortization of discounts on notes payable Bad debt expense Loss on equity exchange Imputed interest Changes in operating assets and liabilities: Prepaid expenses Accounts receivable Accounts payable and accrued expenses Accounts payable - related party Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of property, plant and equipment Investment in note receivable Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the sale of stock Proceeds from notes payable Proceeds from convertible notes payable Proceeds from convertible notes payable, related party Proceeds from crypto-currency notes payable Payment of expenses by related parties Proceeds from related-party loans Principal payments on related-party loans Net cash provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net increase/(decrease) in cash Cash and equivalents - beginning of period Cash and equivalents - end of period SUPPLEMENTARY INFORMATION Cash paid for interest Cash paid for income taxes SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS Discounts on convertible notes Conversion of debt to common stock Settlement of derivative liability Shares issued for trade debts Shares issued for stock payable Conversion of debt to preferred stock, related party The accompanying notes are an integral part of these consolidated financial statements. NOTES TO UNAUDITED FINANCIAL STATEMENTS Note 1 – Organization and Nature of Business History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc., The Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality (AR) sector, The Company has completed development of a fully integrated mobile commerce platform, the ARknet platform ("ARknet"). ARknet aims to harness Web 3.0's deployment of open, permissionless and implicitly trustful networks, where software is developed openly in full view of the world, users don't need permission from anybody else to participate, and the network itself allows users to trustfully interact with anybody, publicly or privately. The ARknet platform is able to host consumers and their social interaction and businesses selling to those consumers, all implemented through AR interfaces called Arks. The Company has just begun supporting the creation and sale of blockchain non fungible tokens (NFTs) representing unique digital imagery assets consisting of pictures, videos, Arks and such other digital things belonging to and/or developed by ARknet platform participants. In addition, Recently added ARknet platform Non-Fungible Tokens (NFTs) The ARknet platform allows users to create and Travelpin. With Travelpin users can capture imagery and attach it directly to a specific location on the Travelpin digital map. Users can view public Travelpins from other travelers and see honest reviews, photos, and comments, significantly enhancing the travel experience. Eternals Memorials. Arknet memorials allow users to geolocate Arks at headstones of deceased loved ones, containing such digital records as users may wish to place there as an eternal memory of the 3D Imaging for Businesses User products. Store samples may be sent to us for high quality 3D scanning. The ARknet platform allows business users to use these 3D scanned files to display their products to their customers. Seeing products as AR objects in their own home, in 3D, is excellent way to please customers and make sales. Additional discussion of the business can be found in our Form 10-K filing as of December 31, 2020 and filed with the Securities and Exchange Commission. 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, 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 ended 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 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. Long-Lived Assets, Intangible Assets and Impairment Revenue Recognition 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 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 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. Note 3 – Going Concern In the third quarter 2019, we began operations with our ARknet platform, and in October we acquired assets to enter the business ARk vertical in our market. We will require additional capital to exploit this vertical and to commercialize others. There is no guarantee that we will be able acquire the capital to exploit and commercialize the ARknet markets we envision so as to generate positive cash flows from operations. 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. Note 4 – Related Party Transactions For the 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. Convertible note payable, related party On May 5, 2013 (and on August 8, 2013 with an enlargement amendment) the Company entered into a no interest demand-loan agreement with our current Chairman, Jon N. Leonard under which the Company may borrow such money from Dr. Leonard as Dr. Leonard in his sole discretion is willing to loan. The terms of the note provide that at the Company’s option, the Company may make repayments in stock, at a fixed share price of During the For ending balances in this category, see Note 7. Note 5 – Notes and Interest Receivable On June 8, 2021 we lent Akumen Industries Corp. (“Akumen”) $150,000 at with interest at 5% (10% Note During the year ended December 31, During the six months ended June 30, 2021, we issued: · 164,396,661 shares in conversion of · 198,125,000 shares to pay contractors for marketing campaigns. As a · 2,750,000 to a During the six months ended June 30, 2021, we had the following stock payable transactions: · We · · In September, 2020 we issued 290,397 Series F Preferred shares in retirement of twelve convertible promissory notes to Arknet. In so doing, we reduced our liability to them in the amount of $610,500 of principal and $14,735 in interest. Each share of Series F preferred is convertible into 1,000 shares of common stock. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends unless all other classes of dividends have been paid, · They are entitled to no liquidation rights, and · They have no voting rights. No other changes occurred to the balances of our preferred stock for the six months ended June 30, 2021. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the six months ended June 30, 2021, we imputed $2,830 of such interest. For the same period in 2020, we imputed $4,008. Note 7 – Debt Loans from related parties At June 30, 2021 we owed $104,220 in related-party loans consisting of $99,220 to the 22nd Trust and $5,000 owed to a related-party Board member . Convertible notes payable – related party, net Short-term portion - At June 30, 2021, we owed $71,142 of related-party notes which are convertible into common stock, of which $69,973 is owed to David LaMountain, Our Chief Operating Officer and $1,169 to Dr. Jon Leonard, our Chief Executive Officer. Unamortized discounts at June 30, 2021 was $11,578. During the six months ended June 30, 2021, we amortized $14,737 of discounts to interest expense from this category. Long-term portion - Additionally at June 30, 2021, we owed $40,000 to ArKnet.. Unamortized discount at June 30, 2021 was $31,283. During the six months ended June 30, 2021, we amortized $19,547 from this category. Short-term convertible notes payable – third-party, net Unpaid principal on short-term convertible notes payable at June 30, 2021 was $1,551,966, net of discounts of $414,330 (or $1,137,636). We have three convertible promissory notes which are in default at June 30, 2021 totaling $32,000. There are no discount balances on these notes. During the six months ended June 30, we issued 164,396,661 shares to convert three outstanding convertible notes. We reduced unpaid principal by $660,000 and unpaid interest by $26,400. There was no gain or loss related to the conversions. Also during the six months ended June 30, 2021, we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures February 17, 2022 and bears interest at 8% (24% default rate). They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. Also during the six months ended June 30, 2021, we issued a promissory note in the amount of $520,000, receiving proceeds of $500,000. The note matures September 3, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $344,816 upon issuance consisting of 28,875 for the fair value of the 2,750,000 shares issued to entice the lender, an original issue discount of $20,000 and the initial derivative of $295,941. We amortized $30,795 of this discount to interest expense during the six months ended June 30, 2021. During the six months ended June 30, 2021, we amortized $555,841 to interest expense from this category. Short-term notes payable At June 30, 2021, we owed AU$22,000 (US$16,489) to three Australian investors on promissory notes which contain no conversion privileges. Long-term convertible notes payable, net During the six months ended June 30, 2021, we converted $247,426 from accounts payable which was payable in cash to a convertible promissory note. The note bears interest at 5% (10% default rate) and is convertible at $0.008265 per share. The note matures on September 3, 2022. We originally recorded at discount of $109,247 and have amortized $19,546for the six months ended June 30, 2021. There was no gain or loss associated with this conversions. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the 09/30/20 12/31/19 All convertible promissory notes 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 - short-term, net Classified as in default Unpaid principal balance Discounts Convertible notes payable - short-term, net 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 opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60. The Company issued certain fixed-rate convertible Subscription Notes from 2015 through The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through · The stock price of · 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 · 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 · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. · The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. · The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price on the date of valuation. · The Holder would automatically convert the note based on ownership or trading volume limitations. We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest rate throughout the contractual term of the obligation. The effective interest rates on At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. Changes in outstanding derivative liabilities are as follows: Balance, December 31, 2019 Changes due to new issuances Changes due to extinguishments Changes due to adjustment to fair value Balance, September 30, 2020 Balance, December 31, 2020 Changes due to new issuances Changes due to extinguishments Changes due to adjustment to fair value Balance, June 30, 2021 Note McRae Lawsuit On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature. 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 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 amount of $105,000, a reduction of the amount of the liability to $145,000 as a result of that revaluation. We issued the shares on May 18, 2020. Note Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 09/30/20 12/31/19 06/31/21 12/31/20 Net operating loss carry-forward Deferred tax asset Valuation allowance Net future income taxes In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized. Our tax loss carry-forwards will begin to expire in 2030. Note Subsequent events have been evaluated through the date of this report. ITEM 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,” “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. Overview We are an early stage internet applications company, engaged in advanced technology and business development in the internet applications space. We have incurred general and administrative costs, marketing expenses and research and development costs since we commenced our current operations in May 2015, against minimal revenue. The continuing operations of the Company are dependent upon our ability to raise adequate financing and to commence profitable operations in the future. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through loans from related parties. We believe 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, however, that the Company will be successful in achieving these objectives. Results of Operations - We had minimal revenues We had general and administrative expenses of As explained in Note 5, we fully reserved a loan we made to Akumen Industries, Inc. resulting in bad debt expense of We had depreciation expense of $7,242 for the six months ended June 30, 2020 as opposed to $0 for the previous year. The depreciation expense is due to our acquiring, in October, 2020, a hand-held self-positioning white light scanner system that we use to showcase products on our website. Our research and development expenses During the six months ended June 30, 2020, We had a decrease in interest expense from $721,463 during the period ending June 30, 2020 to $659,052 in the same period in We had During the Our net comprehensive losses of Results of Operations - Three months ended We had minimal revenues We had general and administrative expenses of As explained in Note 5, we fully reserved a loan we made to Akumen Industries, Inc. resulting in bad debt expense of $150,760. There was no such expense in 2020. Our research and development expenses increased due to increased development activity during the three months ended We had a loss on settlement of debt of $225 during the three months ended June 30, 2021 which we did not have in 2020. We had a vast decrease in interest expense from We had a losses on changes in the fair values of our derivatives of We had a loss on conversion of debt during the three months ended June 30, 2020 During the Our net comprehensive 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. At 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, ITEM 3 - QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK A smaller reporting company is not required to provide the information required by this item. ITEM 4 – CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. We maintain 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, other than that described in Note ITEM 2 – UNREGISTERED SALE OF EQUITY SECURITIES 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. ITEM 3 – DEFAULTS UPON SENIOR SECURITIES None ITEM 4 – MINE SAFETY DISCLOSURES Not applicable. Exhibit No. Description of Exhibit 101.INS* XBRL Instance Document 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension XBRL Taxonomy Extension XBRL Taxonomy Extension XBRL Taxonomy Extension ______ * 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. Tautachrome, Inc Date: By: /s/ Dr. Jon Leonard Dr. Jon Leonard Chief Executive Officer 1846 e. Innovation Park Drive, Oro Valley, AZ 85755(520) 318-5578 ☐November 9, 2020,July 27, 2021, was 4,120,475,247.4,485,746,908. 318202021212121212223 2 Table of Contents ItemITEM 1 – Consolidated Financial StatementsCONSOLIDATED FINANCIAL STATEMENTS$ 153,283 $ 31,366 $ 120,958 $ 114,527 - 403 153,283 31,769 120,958 114,527 43,447 - 32,584 39,826 $ 196,730 $ 31,769 $ 153,542 $ 154,353 $ 505,717 $ 411,236 $ 536,746 $ 789,052 444,273 257,282 619,908 510,313 103,368 103,032 104,220 104,762 51,579 111,999 59,564 50,094 822,870 814,685 1,137,636 999,406 32,000 32,000 32,000 32,000 15,755 15,465 16,489 16,957 2,132,619 2,365,367 3,927,597 1,479,530 - 250,000 4,108,181 4,361,066 6,434,160 3,982,114 - 158,156 157,725 6,585 84,091 8,717 10,080 6,585 242,247 166,442 10,080 4,114,766 4,603,313 6,600,602 3,992,194 1,380 1,380 4 - 30 - 41,205 35,045 1,380 1,380 4 4 30 30 44,857 41,205 11,423,927 6,095,053 14,499,554 11,427,087 336,584 2,066,584 588,884 336,584 (15,803,532 ) (12,867,645 ) (21,627,927 ) (15,661,969 ) 82,366 98,039 46,158 17,838 (3,918,036 ) (4,571,544 ) $ 196,730 $ 31,769 (6,447,060 ) (3,837,841 ) $ 153,542 $ 154,353 3 Table of Contents $ 136 $ - $ 136 $ - $ 20 $ 0 $ 5 $ 0 804 - 804 - 240 0 125 0 - 206 - 206 940 206 940 206 260 0 130 0 336 - 336 - 79 0 44 0 604 206 604 206 181 0 86 0 $ 445,053 $ 416,872 $ 153,285 $ 208,895 $ 2,456,469 $ 301,768 $ 2,302,093 $ 139,631 150,760 0 150,760 0 7,242 0 3,621 0 636,805 315,299 303,982 223,757 430,109 322,823 229,334 172,591 1,081,858 732,171 457,267 432,652 3,044,580 624,591 2,685,808 312,222 (1,081,254 ) (731,965 ) (456,663 ) (432,446 ) (3,044,399 ) (624,591 ) (2,685,722 ) (312,222 ) 105,000 - - - 0 105,000 0 0 - (100,327 ) - (101,657 ) (225 ) 0 (225 ) 0 (928,059 ) (417,044 ) (206,596 ) (397,071 ) (659,052 ) (721,463 ) (235,282 ) (559,544 ) (994,307 ) (1,126,787 ) (2,064,184 ) (825,751 ) (2,262,282 ) 1,069,877 (358,835 ) (168,436 ) (37,267 ) (127,031 ) - - 0 (37,267 ) 0 (9,819 ) (1,854,633 ) (1,771,189 ) (2,270,780 ) (1,324,479 ) (2,921,559 ) 416,147 (594,342 ) (737,799 ) $ (2,935,887 ) $ (2,503,154 ) $ (2,727,443 ) $ (1,756,925 ) $ (5,965,958 ) $ (208,444 ) $ (3,280,064 ) $ (1,050,021 ) (15,673 ) 34,042 (31,810 ) 31,508 28,320 16,137 16,941 (87,108 ) $ (2,951,560 ) $ (2,469,112 ) $ (2,759,253 ) $ (1,725,417 ) $ (5,937,638 ) $ (192,307 ) $ (3,263,123 ) $ (1,137,129 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) (0.00 ) (0.00 ) (0.00 ) (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) 3,814,355,307 3,003,255,537 4,120,475,247 3,447,203,673 3,814,355,307 3,003,255,537 4,120,475,247 3,447,203,673 4,238,994,677 3,659,613,359 4,297,624,931 3,785,141,462 4 Table of Contents STATEMENTSSTATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT20182019 to SeptemberJune 30, 20202021Income (Loss) (Deficit) 1,932,483,910 $ 19,325 13,795,104 $ 1,380 - $ - - $ - $ 4,692,609 $ 1,919,927 $ 96,202 $ (9,476,829 ) $ (2,747,386 ) 1,551,562,038 15,516 - - - - - - 686,054 - - - 701,570 16,123,055 161 - - - - - - 188,462 - - - 188,623 4,291,886 43 - - - - - - 26,238 (26,281 ) - - - - - - - - - - - - 172,938 - - 172,938 - - - - - - - - 13,750 - - - 13,750 - - - - - - - - 471,233 - - - 471,233 - - - - - - - - 16,707 - - - 16,707 - - - - - - - - - - 1,837 - 1,837 - - - - - - - - - - - (3,390,816 ) (3,390,816 ) 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 ) 5Table of ContentsTAUTACHROME, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICITDecember 31, 2018 to September 30, 2020(Continued)3,504,460,889 $ 35,045 13,795,104 $ 1,380 - 0 - 0 $ 6,095,053 $ 2,066,584 $ 98,039 $ (12,867,645 ) $ (4,571,544 ) 560,931,025 5,609 - - - - - - 843,752 - - - 849,361 560,931,025 5,609 - 0 - 0 - 0 843,752 0 0 0 849,361 3,333,333 33 - - - - - - 19,967 - - - 20,000 3,333,333 33 - 0 - 0 - 0 19,967 0 0 0 20,000 1,750,000 18 - - - - - - 3,482 - - - 3,500 1,750,000 18 - 0 - 0 - 0 3,482 0 0 0 3,500 50,000,000 500 - - - - - - 144,500 - - - 145,000 50,000,000 500 - 0 - 0 - 0 144,500 0 0 0 145,000 - - - - 40,000 4 - - 1,836,996 (1,837,000 ) - - - - 0 - 0 40,000 4 - 0 1,836,996 (1,837,000 ) 0 0 - - - - - - - 290,397 30 1,686,683 1,686,713 - 0 - 0 - 0 290,397 30 625,235 0 0 0 625,265 - - - - - - - - 782,976 - - - 782,976 - 0 - 0 - 0 - 0 1,844,424 0 0 0 1,844,424 - - - - - - - - - - - - - 0 - 0 - 0 - 0 0 0 0 0 - - - - - - - - - 107,000 - - 107,000 - 0 - 0 - 0 - 0 0 107,000 0 0 107,000 - - - - - - - - 10,518 - - - 10,518 - 0 - 0 - 0 - 0 13,678 0 0 0 13,678 - - - - - - - - - - (15,673 ) - (15,673 ) - 0 - 0 - 0 - 0 0 0 (80,201 ) 0 (80,201 ) - - - - - - - - - - - (2,935,887 ) (2,935,887 ) - 0 - 0 - 0 - 0 0 0 0 (2,794,324 ) (2,794,324 ) 4,120,475,247 $ 41,205 13,795,104 $ 1,380 40,000 $ 4 290,397 $ 30 $ 11,423,927 $ 336,584 $ 82,366 $ (15,803,532 ) $ (3,918,036 ) 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 ) 164,396,661 1,644 - 0 - 0 - 0 684,732 0 0 0 686,376 - 0 - 0 - 0 - 0 376,913 0 0 0 376,913 198,125,000 1,980 - 0 - 0 - 0 1,979,145 0 0 0 1,981,125 2,750,000 28 - 0 - 0 - 0 28,847 0 0 0 28,875 - 0 - 0 - 0 - 0 0 252,300 0 0 252,300 - 0 - 0 - 0 - 0 2,830 0 0 0 2,830 - 0 - 0 - 0 - 0 0 0 28,320 0 28,320 - 0 - 0 - 0 - 0 0 0 0 (5,965,958 ) (5,965,958 ) 4,485,746,908 $ 44,857 13,795,104 $ 1,380 40,000 4 290,397 30 $ 14,499,554 $ 588,884 $ 46,158 $ (21,624,927 ) $ (6,447,060 ) 65Table of Contents $ (2,935,887 ) $ (2,503,154 ) $ (5,965,958 ) $ (208,444 ) 127,000 139,301 2,233,425 64,300 7,242 37,267 127,031 0 37,267 (105,000 ) - 0 (105,000 ) - 13,750 994,307 1,126,787 2,262,283 (1,069,877 ) - 100,327 838,024 423,777 591,510 659,035 150,760 0 0 10,518 12,456 2,830 7,408 403 (576 ) 0 338 (760 ) 175,447 (118,278 ) 31,266 5,005 195,000 - 112,365 130,000 (662,921 ) (678,579 ) (575,037 ) (479,968 ) (43,447 ) - (150,000 ) 0 (43,447 ) - (150,000 ) 0 3,500 - 0 3,500 0 0 440,000 892,700 708,000 0 488,000 - 40,000 478,000 - (176,000 ) 36,172 - 6,000 36,172 2,417 26,000 (63,219 ) (26,050 ) (21,348 ) (46,828 ) 906,870 716,650 732,652 470,844 (78,585 ) 34,042 (1,184 ) (6,106 ) 121,917 72,113 6,431 (15,230 ) 31,366 6,243 114,527 31,366 $ 153,283 $ 78,356 $ 120,958 $ 16,136 $ - $ 40,781 $ 0 $ 0 $ - $ - $ 0 $ 0 $ 617,400 $ 720,182 $ 623,573 $ 170,531 $ 812,094 $ 480,413 $ 660,000 $ 812,097 $ 1,844,455 $ 452,402 $ 376,913 $ 782,972 $ 145,000 $ 38,623 $ 0 $ 145,000 $ 1,837,000 $ 26,281 $ - $ 1,837,000 $ 625,234 $ - 76Table of Contents SEPTEMBERJUNE 30, 20202021and subsequentlywas renamed Roadships Holdings Inc. on March 4, 2009, and on November 5,2, 2015 was again renamed to its current name Tautachrome Inc. (and hereinafter(hereinafter referred to as “Tautachrome”,“Tautachrome,” the “Company”, “we’“Company,” “we” or “us”).Company adopted theCompany’s accounting acquirer’s year end is December 31.and the smartphone trusted imagery sector and the crypto currency and NFT fintech sectors, with granted and pending patents in bothall these sectors.we havethe Company has high-speed blockchain technologies in development in support of global AR-based social networkingthat will use digital currencies to make purchases faster and AR-based consumer-provider commerce. These technologies are being rolled out in the Company’seasier. beginning in the US and aiming for a global operation.features include:Tautachrome is currently pursuing three main avenuesMainSt.shopping allows business users to quickly create virtual stores on the ARknet Platform using our comprehensive “How To” tutorial at www.MainSt.Shopping. Patterned after the Amazon model, shoppers on MainSt use a single sign-on to gain access to all the products of business activity basedevery store on our patented activated imaging technology, our blockchain cryptocurrency products,MainSt.our licensingmarket NFTs of any of their digital creations from imagery, to writings to entire Arks.7 Table of Contents patent pending ARk technology (together banded “KlickZie” technology):person. Using the Arknet app, family and friends can view a memorial while at the headstone, or can use the app’s teleportation feature to view it from any remote location.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.almost exclusively, supplemented occasionallywhen required with Current Reports via SEC Form 8-Ks. Shareholders are advised to follow us on Twitter to be current on the Company’s disclosures in conformity with Regulation FD.8Table of ContentsSeptemberJune 30, 2020.2021. 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, 2019,2020, as reported in Form 10-K filed with the SEC filed on March 30, 2020.2021.Company’sCompany'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.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.8 Table of Contents 9Table of Contents Basic and diluted loss per share is the same for the three and nine months ended September 30, 2019 as the effect of our potential common stock equivalents would be anti-dilutive.Recent Accounting PronouncementsIn February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.The new standard was effective for us on January 1, 2019 and we have adopted and implemented it. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We adopted the new standard on January 1, 2019 and use the effective date as our date of initial application. 109Table of Contents ninesix months ended SeptemberJune 30, 2020,2021, we accrued $3,642$2,458 of interest to the 22nd Trust (the “Trust”), the trustee of whom is Sonny Nugent, the son of our major shareholder and former Chief Executive Officer, Micheal Nugent. The outstanding balances of unpaid principal and interest at SeptemberJune 30, 20202021 were $103,368$99,220 and $29,060,$32,897, respectively. The outstanding balances of unpaid principal and interest at December 31, 20192020 were $98,032 and $25,361,$99,762and $30,553, respectively.$1.00 per$1.00per share. Also, because this loan is a no-interest loan, an imputed interest expense of $3,019$157 was recorded as additional paid-in capital for the ninesix months ended SeptemberJune 30, 2020.2021. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed.ninesix months ended SeptemberJune 30, 2020,2021, we repaid $63,219$21,348 to Dr. Leonard. Dr. Leonard also paid company expenses of $6,000. At SeptemberJune 30, 2020,2021, the balanced owed Dr. Leonard is $15,755.$1,169.We also owe $69,973 to a Board member for convertible notesEnding balances in related party accounts payable for loans he made to the company. The notes bearis $619,908.after maturity) and may convert at $0.0025 per share (for $33,801 of the debt) and $.002 per share (for $36,172 of the debt). Unamortized discount and net liabilities at September 30, 2020 and 2019 are $29,981 and $44,992, respectively. Unpaid interest at that date amounts to $8,439.On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to Arknetpenalty rate) for seven days in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the datea promise to provide $3 million in equity capital. As of the balance sheet date, repayment of this note and can coverthas been delayed. The Company has reason to common stock at $0.005 per share.believe this note will be repaid after a commercially reasonable delay. We originally recorded a discount of $19,278 in 2019, amortizing $2,701 and $5,885 during 2019 and 2020, respectively.On December 19, 2019, we issued a convertible promissory note inhave, however, reserved the amount of $60,000 to Arknet in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the dateentirety of the note and can covertbalance of $150,760 to common stock at $0.004 per share. We originally recorded a discount of $24,123 in 2019, amortizing $2,010 and $7,324 during 2019 and 2020, respectively. During the nine months ended September 30, 2020, we issued ten promissory notes to Arknet in the aggregate amount of $488,000. The notes mature between June 24, 2021 and January 15, 2022, bear interest at 5% (10% after maturity) and can convert to common stock between $0.00128 and $0.0040 per common share.bad debt expense.On September 1, 2020, we retired all twelve Arknet convertible notes by issuing 290,397 F Series Convertible Preferred shares (see Note 5). We reduced our liability to Arknet in the amount of $610,500 in principal and $14,735 in interest.11Table of Contents56 – Capital20192020 we issued 1,571,976,979 shares616,014,358 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 follows:of December 31, 2020 and filed on March 30, 2021 and herewith included by reference.10 Table of Contents We issued 1,551,562,038outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $525,621$660,000 of principal $44,418and $23,376 of interest, and $4,500 of conversion fees and recorded ainterest. We realized no gain or loss on conversion of $127,031. As part of these conversions, we retired $471,233 of associated derivative liabilities which we included in Additional Paid in Capital.the conversion.We issued 3,623,055certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter,result, we issued these shares in complete satisfaction of anycharged general and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement.administrative expenses with $1,981,125.We issued 12,500,000 sharesprevious suppliercreditor as an enticement to retire trade debts in the amount of $35,000. enter into a $520,000 convertible promissory note. The shares were valued at $28,875 and are accounted for as a debt discount.valued the shares at the grant date fair value of $185,000 and recordedaccrued $121,800 to a reduction of accounts payable of $35,000 and a loss on settlement of $150,000.system development contractor per our contract with them.We issued 4,291,886 shares to a consultant to reduce our stock payable to them. We reduced the stock payable by $26,281 and recorded additional expense of $313. We recorded an additional stock payable to this consultant of $19,888 during the period.During the nine months ended September 30, 2020, we issued·560,931,025We accrued $1,980,000 to an internet advertising company which we retired by issuing them 198,125,000 shares of common stock in conversion of $770,969 of principal and $41,125 of unpaid interest. We recorded losses of $37,267 upon conversions.on June 10, 2021.1,750,000 shares of common stock for $3,500 in cash.·We accrued $130,500 to a contractor who manages the day-to-day marketing activities.50,000,000 shares of common stock to settle the McRae lawsuit (see Note 7).·3,333,333 shares of common stock for services. We valued the shares at their grant date fair values and included $20,000 in general and administrative expenses.AdditionallyThe explanation of the balances resulting from stock payable transactions during the nine months ended September 30, 2020, we accrued $107,000, payable in common stock, to three consultants for services performed during the period. During the same period in 2019, we recorded $119,100 of such costs.12Table of ContentsPreferred StockDuring the year ended December 31, 2018, we accrued $1,837,0002020 can be found in costs related toNote 4 of the 40,000 Series E Preferred shares promisedfinancial statements included in our ARknet contract containing a par valueForm 10-K filed with the Securities and Exchange Commission as of $0.0001. This series of preferred shares have the following rights, limitations, restrictionsDecember 31, 2020 and privileges:filed on March 30, 2021 and herewith included by reference.·They are not entitled to dividends,·They are entitled to no liquidation rights,·Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and·They have no conversion or redemption rights.These shares were recorded as issued on January 31, 2020.Preferred Stock11 Table of Contents 12 Table of Contents ninesix months ended SeptemberJune 30, 2020,2021, we imputed $10,518 of such interest. For the same period in 2019, we imputed $12,456.OtherDuring the nine months ended September 30, 2020, we increased our capital accounts by $782,976 resulting from the retirement of derivative liabilities associated with debt payoffs.Note 6 – DebtLoans from related partiesAt September 30, 2020 we owed $103,368 in related-party loans consisting of $98,368 to the 22nd Trust and $5,000 owed to a related-party Board member .We also owe $58,164 of convertible notes payable to a Board member for loans he made to the company. The additional $5,000 is treated as an advance. The notes bear interest at 5% and may convert at $0.0025 per share.On October 10, 2019, we issued a convertible promissory note in the amount of $62,500 to Arknet in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.005 per share.On December 19, 2019, we issued a convertible promissory note in the amount of $60,000 to Arknet in exchange for that amount of proceeds. The note bears interest at 5% (10% after maturity), matures 18 months from the date of the note and can covert to common stock at $0.004 per share.13Table of ContentsDuring the nine months ended September 30, 2020, we issued ten promissory notes to Arknet in the aggregate amount of $488,000. The notes mature between June 24, 2021 and January 15, 2022, bear interest at 5% (10% after maturity) and can convert to common stock between $0.00128 and $0.0040 per common share.In September, 2020, we retired all twelve Arknet convertible notes by issuing 290,397 F Series Convertible Preferred shares (see Note 5). We reduced our liability to Arknet in the amount of $610,500 in principal and $14,735 in interest.Short-term notes payableAt September 30, 2020, we owed AU$22,000 (US$15,755) to three Australian investors on promissory notes which contain no conversion privileges.Convertible notes payableOn January 29, 2019, we issued 3,623,055 to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair values, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement.During the nine months ended September 30, 2020, we amortized $838,024 of debt discounts to interest expense and accrued $71,295 of interest on existing notes. Additionally during the nine months ended September 30, 2020, we issued 560,931,025 common shares to extinguish $770,081 and $42,016 of unpaid principal and interest, respectively, and recorded a loss on conversion of $37,267 in so doing.At September 30, 2020, $32,000 of our third-party convertible notes payable were in default.Convertible notes payable (excluding related-party convertible notes which is discussed in Note 4) at September 30, 2020 and December 31, 2019 and their classification into long-term, short-term and in-default were as follows:1,258,940 1,578,917 (404,070 ) (574,076 ) $ 854,870 $ 1,004,841 1,226,940 1,183,685 (404,070 ) (369,000 ) $ 822,870 $ 814,685 - 363,232 - (205,076 ) $ - $ (158,156 ) 32,000 32,000 - - $ 32,000 $ 32,000 14Table of ContentsOn May 2, 2019, the company entered into an amendment to one of the convertible promissory notes issued during 2018. The company allowed the creditor to own a larger percentage of the company’s total shares outstanding in exchange for a waiver of all default interest. As a result, we recorded a reduction of interest payable to this creditor and interest expense of $140,491. On July 19, 2019, we issued 30,414,329 shares to this creditor extinguishing all principal and interest owed to them.Imputed InterestCertain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the nine months ended September 30, 2020, we imputed $10,518$2,830 of such interest. Of this amount, $3,019$157 is imputed on amounts owed to Jon Leonard, our Chief Executive Officer, and $7,499$2,674 was imputed on twenty eight outstanding loans in Australia. issued during the nine months ended September 30, 2020 were analyzed in accordance with EITF 07–05 and ASC 815. EITF 07–5, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 07–5 is to provide guidance for determining whether an equity–linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of ASC 815 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non–derivative instrument that falls within the scope of EITF 00–19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non–derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two–step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’sinstrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’sinstrument's settlement provisions.May 20, 2020June 30, 2021 in the United States and Australia These convertible notes have become tainted (“The Tainted Notes”) as a result of the issuance of convertible promissory notes issued in the United States since there is a possibility (however remote) that the Company would not have enough shares in the Treasury to satisfy all possible conversions.15Table of ContentsSeptemberJune 30, 2020.2021. The following assumptions were used for the valuation of the derivative liability related to the Notes:$0.00430$0.01250 at 06/30/2003/31/21 increased to $0.00830$0.0129 by 09/06/30/2021 and would fluctuate with the Company projected volatility.range fromare 37% to 42% with potentially an additional discount..183.7%159% – 192.7%199% (annualized over the term remaining for each valuation).13 Table of Contents the instruments issued during the year ended December 31, 2019 range from 11% to 564%. The effective interest rates for the instruments issued during the ninesix months ended SeptemberJune 30, 2020 range2021 ranged from 7%49% to 203%132%.$ 2,365,367 617,400 (1,844,455 ) 994,307 $ 2,132,619 16Table of Contents$ 1,479,530 562,698 (376,913 ) 2,262,282 $ 3,927,597 78 – Litigation14 Table of Contents 89 – Income Taxes5,545,538 4,579,500 9,073,257 6,114,681 $ 1,164,563 $ 961,695 $ 1,905,384 $ 1,284,083 (1,164,563 ) (961,695 ) (1,905,384 ) (1,284,083 ) $ - $ - $ 0 $ 0 910 – Subsequent Events 1715Table of Contents 2-2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSNineSix months ended SeptemberJune 30, 20202021 versus 20192020 of $940 for the ninesix months ended SeptemberJune 30, 2020 and cost of sales of $336 netting a gross profit of $604.2021 as we are currently launching the platform. We had $206 inno revenues for the same period in 2019 and no corresponding cost of sales.2020.$445,053$2,456,469 for the ninesix months ended SeptemberJune 30, 20202021 versus $416,872$301,768 for the same period in 2019. These costs mainly consist2020. The reason for the vast increase is that we entered into a contract with an internet marketer whose fee was payable all in stock (see Note 7) on which we expensed $1,980,000. Without that charge to expense, general and administrative expenses for the six months ended June 30, 2021 would have been $469,227.16 Table of Contents professional services, Arknet licensing fees and consulting costs.$150,760. There was no such expense in 2020.amountedincreased due to $636,805 forincreased development activity during the ninesix months ended SeptemberJune 30, 2021 versus 2020. R&D costs were $403,109 and $322,823, respectively.versus $315,299 forwe had a gain on litigation from the McRae settlement of $105,000. We had no such gain in 2021.2019. The increase2021. Most of the decrease is dueattributable to more software development activity.18Table of ContentsAs is discussedlarger discount amortization in Note 7 to the financial statements, we had a gain of $105,000 on the McRae lawsuit settlement. We had no such gains2020 than in the previous year.2021.an increase in interest expense from $417,044 during the nine months ended September 30, 2019 to $928,059 in the current period. The vast majority of the change was due to discount amortizations.We had lossesa loss on changes in the fair values of our derivatives of $994,307$2,262,282 and $1,126,787a gain of $1,069,877 for the ninesix months ended SeptemberJune 30, 2021 and 2020, and 2019, respectively.We had a decrease in the amount of losses associated with the conversion of convertible debt. During the nine months ended September 30, 2020, we had $37,267 of such losses and $127,031 of such losses for the same period in the previous year.ninesix months ended SeptemberJune 30, 2020,2021, we had a foreign exchange lossgain of $15,673$28,320 versus a gain of $34,042$16,137 during the same period in 2019,2020, all of which are currency translation effects resulting from the fluctuation of exchange rate differences between the U.S. and Australian dollars. The US Dollar gained approximately 2% in value against the Australian Dollar during the nine months ended September 30, 2020.$2,951,560$5,937,638 and $2,469,112$192,307 during the ninesix months ended SeptemberJune 30, 20202021 and 20192020 are a result of the above items.SeptemberJune 30, 20202021 versus 20192020fromfor the three months ended June 30, 2021 as we are just launching our online store (MainSt.Shopping) of $940 and cost of sales of $336 for a net gross profit of $604. Duringproduct. We had no revenues in the same period in 2019, we had $206 of such revenues and no cost of sales.previous years.$153,285$2,302,093 for the three months ended SeptemberJune 30, 20202021 versus $208,895$139,631 for the same period in 2019.2020. The reason for the vast increase is that we entered into a contract with an internet marketer whose fee was payable all in stock (see Note 7) on which we expensed $1,980,000. Without that charge to expense, general and administrative expenses for the three months ended June 30, 2021 would have been $314,851. The vast majority of the increase (ignoring the previously-mentioned contract of $1,980,000) was an increase in marketing efforts. SeptemberJune 30, 20202021 versus 2019.2020. R&S&D costs were $303,982$229,334 and $223,757,$172,591, respectively.$397,071$559,544 during the period ending June 30, 2020 to $206,596. The majority$235,282 in the same period in 2021. Most of the change was from decreaseddecrease is attributable to larger discount amortizations.amortization in 2020 than in 2021.$2,064,184$358,835 and $825,751$168,436 for the three months ended SeptemberJune 30, 2021 and 2020, respectively.and 2019, respectively. Most of $9,819. We had no such losses in the change results from discount amortization on several of our convertible notes.current year. 17 Table of Contents ninethree months ended SeptemberJune 30, 2020,2021, we had a foreign exchange gain of $16,941 versus a loss of $31,810 versus a gain of $31,508$87,108 during the same period in 2019,2020, all of which are currency translation effects resulting from the fluctuation of exchange rate differences between the U.S. and Australian dollars.$2,759,253$3,105,121 and $1,725,417$1,137,129 during the threesix months ended SeptemberJune 30, 20202021 and 20192020 are a result of the above items.19Table of ContentsSeptemberJune 30, 2020, the Company had $153,283153,542 in current assets and current liabilities totaling $4,108,181.$6,434,160. 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.SeptemberJune 30, 2020.2021. 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.2019,2020, filed with the Securities and Exchange Commission on March 30, 20202021 and is herein incorporated by reference.18 Table of Contents “disclosure"disclosure controls and procedures”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.SeptemberJune 30, 2020,2021, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”"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.threesix months ended SeptemberJune 30, 20202021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 2019Table of Contents 7,8, or our officers and directors in their capacity as such that could have a material impact on our operations or finances.On July 22, 2020, the Arizona Corporation Arknet Inc filed a Form 3 with the SEC disclosing itself as an affiliate of the Company as a result of its acquisition of 100% of the Company’s Series E Preferred stock under the terms of a technology license agreement issued to Tautachrome by Arknet on October 17, 2018 which license was disclosed in Tautachrome’s 10-K/A for FY 2018, filed on April 18, 2019.Not applicable. 2120Table of Contents SchemaCalculation Linkbase Document101.CAL*101.DEF*CalculationDefinition Linkbase Document101.DEF*101.LAB*DefinitionLabel Linkbase Document101.LAB*101.PRE*LabelPresentation Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document 2221Table of Contents November 13, 2020August 9, 2021Dr. Jon LeonardChief Executive Officer 2322