Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | TAUTACHROME INC. | |
Entity Central Index Key | 0001389067 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 4,120,475,247 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 153,283 | $ 31,366 |
Prepaid expenses | 0 | 403 |
Total current assets | 153,283 | 31,769 |
Non-current assets: | ||
Property, plant and equipment, net | 43,447 | 0 |
TOTAL ASSETS | 196,730 | 31,769 |
LIABILITIES | ||
Accounts payable and accrued expenses | 505,717 | 411,236 |
Accounts payable - related party | 444,273 | 257,282 |
Loans from related parties | 103,368 | 103,032 |
Convertible notes payable - related party, net | 51,579 | 111,999 |
Short-term convertible notes payable, net | 822,870 | 814,685 |
Convertible notes payable in default | 32,000 | 32,000 |
Short-term notes payable | 15,755 | 15,465 |
Derivative liability | 2,132,619 | 2,365,367 |
Court judgment liability | 0 | 250,000 |
Total current liabilities | 4,108,181 | 4,361,066 |
Long-term convertible notes payable, net | 0 | 158,156 |
Long-term convertible notes payable, related party, net | 6,585 | 84,091 |
Total non-current liabilities | 6,585 | 242,247 |
TOTAL LIABILITIES | 4,114,766 | 4,603,313 |
STOCKHOLDERS' DEFICIT | ||
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 | 41,205 | 35,045 |
Additional paid in capital | 11,423,927 | 6,095,053 |
Common stock payable | 336,584 | 2,066,584 |
Accumulated deficit | (15,803,532) | (12,867,645) |
Effect of foreign currency exchange | 82,366 | 98,039 |
TOTAL STOCKHOLDERS' DEFICIT | (3,918,036) | (4,571,544) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 196,730 | 31,769 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, value | 1,380 | 1,380 |
Series E convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, value | 4 | 0 |
Series F Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock, value | $ 30 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 4,500,000,000 | 4,500,000,000 |
Common stock, shares issued | 4,120,475,247 | 3,504,460,889 |
Common stock, shares outstanding | 4,120,475,247 | 3,504,460,889 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 13,795,104 | 13,795,104 |
Preferred stock, shares issued | 13,795,104 | 13,795,104 |
Preferred stock, shares outstanding | 13,795,104 | 13,795,104 |
Series E convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares outstanding | 40,000 | 0 |
Series F Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 290,400 | 290,400 |
Preferred stock, shares issued | 290,397 | 0 |
Preferred stock, shares outstanding | 290,397 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Online sales platform | $ 136 | $ 0 | $ 136 | $ 0 |
Products | 804 | 0 | 804 | 0 |
Other | 0 | 206 | 0 | 206 |
Total revenues | 940 | 206 | 940 | 206 |
Cost of sales | 336 | 0 | 336 | 0 |
Gross profit | 604 | 206 | 604 | 206 |
OPERATING EXPENSES | ||||
General and administrative | 153,285 | 208,895 | 445,053 | 416,872 |
Research and development | 303,982 | 223,757 | 636,805 | 315,299 |
Total operating expenses | 457,267 | 432,652 | 1,081,858 | 732,171 |
Operating loss | (456,663) | (432,446) | (1,081,254) | (731,965) |
OTHER INCOME / (EXPENSE) | ||||
Gain on litigation | 0 | 0 | 105,000 | 0 |
Loss on settlement of debt | 0 | (101,657) | 0 | (100,327) |
Interest expense | (206,596) | (397,071) | (928,059) | (417,044) |
Change in value of derivatives | (2,064,184) | (825,751) | (994,307) | (1,126,787) |
Loss on conversion of debt | 0 | 0 | (37,267) | (127,031) |
Total other | (2,270,780) | (1,324,479) | (1,854,633) | (1,771,189) |
Net income or (loss) | (2,727,443) | (1,756,925) | (2,935,887) | (2,503,154) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Effect of foreign currency exchange | (31,810) | 31,508 | (15,673) | 34,042 |
Net comprehensive income or (loss) | $ (2,759,253) | $ (1,725,417) | $ (2,951,560) | $ (2,469,112) |
Net (loss) or income per common share | ||||
EPS, Basic | $ 0 | $ 0 | $ 0 | $ 0 |
EPS, Fully diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding | ||||
Basic | 4,120,475,247 | 3,447,203,673 | 3,814,355,307 | 3,003,255,537 |
Fully diluted | 4,120,475,247 | 3,447,203,673 | 3,814,355,307 | 3,003,255,537 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT - USD ($) | Total | Common Stock [Member] | Preferred Stock Series E [Member] | Preferred Stock Series F [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Preferred Stock Series D [Member] |
Balance, shares at Dec. 31, 2018 | 1,932,483,910 | 13,795,104 | |||||||
Balance, amount at Dec. 31, 2018 | $ (2,747,386) | $ 19,325 | $ 0 | $ 0 | $ 4,692,609 | $ 1,919,927 | $ 96,202 | $ (9,476,829) | $ 1,380 |
Shares issued for conversion of debt, shares | 1,551,562,038 | ||||||||
Shares issued for conversion of debt, amount | 701,570 | $ 15,516 | $ 0 | $ 0 | 686,054 | 0 | 0 | 0 | $ 0 |
Shares issued to settle claims, shares | 16,123,055 | ||||||||
Shares issued to settle claims, amount | 188,623 | $ 161 | $ 0 | $ 0 | 188,462 | 0 | 0 | 0 | $ 0 |
Shares issued for stock payable, shares | 4,291,886 | ||||||||
Shares issued for stock payable, amount | 0 | $ 43 | $ 0 | $ 0 | 26,238 | (26,281) | 0 | 0 | $ 0 |
Shares earned by consultants | 172,938 | 0 | 0 | 0 | 0 | 172,938 | 0 | 0 | 0 |
Proceeds from officer stock sale | 13,750 | 0 | 0 | 0 | 13,750 | 0 | 0 | 0 | 0 |
Derivative associated with early debt retirement | 471,233 | 0 | 0 | 0 | 471,233 | 0 | 0 | 0 | 0 |
Imputed interest | 16,707 | 0 | 0 | 0 | 16,707 | 0 | 0 | 0 | 0 |
Effect of foreign currency exchange | 1,837 | 0 | 0 | 0 | 0 | 0 | 1,837 | 0 | 0 |
Net loss | (3,390,816) | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (3,390,816) | $ 0 |
Balance, shares at Dec. 31, 2019 | 3,504,460,889 | 13,795,104 | |||||||
Balance, amount at Dec. 31, 2019 | (4,571,544) | $ 35,045 | $ 0 | $ 0 | 6,095,053 | 2,066,584 | 98,039 | (12,867,645) | $ 1,380 |
Shares issued for conversion of debt, shares | 560,931,025 | ||||||||
Shares issued for conversion of debt, amount | 849,361 | $ 5,609 | $ 0 | $ 0 | 843,752 | 0 | 0 | 0 | $ 0 |
Shares earned by consultants | 107,000 | 0 | 0 | 0 | 107,000 | 0 | 0 | 0 | |
Derivative associated with early debt retirement | 782,976 | 0 | 0 | 0 | 782,976 | 0 | 0 | 0 | 0 |
Imputed interest | 10,518 | 0 | 0 | 0 | 10,518 | 0 | 0 | 0 | |
Effect of foreign currency exchange | (15,673) | $ 0 | $ 0 | $ 0 | 0 | (15,673) | 0 | ||
Net loss | (2,935,887) | (2,935,887) | $ 0 | ||||||
Shares issued for services, shares | 3,333,333 | ||||||||
Shares issued for services, amount | $ 20,000 | $ 33 | $ 0 | $ 0 | 19,967 | 0 | 0 | 0 | $ 0 |
Common stock shares issued for cash, shares | 1,750,000 | 1,750,000 | |||||||
Shares issued for cash, amount | $ 3,500 | $ 18 | $ 0 | $ 0 | 3,482 | 0 | 0 | 0 | $ 0 |
Shares issued to settle legal claim, shares | 50,000,000 | ||||||||
Shares issued to settle legal claim, amount | 145,000 | $ 500 | $ 0 | 144,500 | 0 | 0 | $ 0 | ||
Issue Series E preferred shares, shares | 40,000 | ||||||||
Issue Series E preferred shares, amount | 0 | $ 0 | $ 4 | 1,836,996 | (1,837,000) | $ 0 | |||
Issue Series F preferred shares, shares | 290,397 | ||||||||
Issue Series F preferred shares, amount | 1,686,713 | $ 0 | $ 0 | $ 30 | 1,686,683 | 0 | 0 | 0 | $ 0 |
Beneficial conversion features of convertible notes | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | $ 0 | ||
Balance, shares at Sep. 30, 2020 | 4,120,475,247 | 40,000 | 290,397 | 13,795,104 | |||||
Balance, amount at Sep. 30, 2020 | $ (3,918,036) | $ 41,205 | $ 4 | $ 30 | $ 11,423,927 | $ 336,584 | $ 82,366 | $ (15,803,532) | $ 1,380 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (2,935,887) | $ (2,503,154) |
Stock-based compensation | 127,000 | 139,301 |
Loss on debt conversions | 37,267 | 127,031 |
Gain on litigation | (105,000) | 0 |
Capital contributed | 0 | 13,750 |
Change in fair value of derivative | 994,307 | 1,126,787 |
Loss on debt settlements | 0 | 100,327 |
Amortization of discounts on notes payable | 838,024 | 423,777 |
Imputed interest | 10,518 | 12,456 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 403 | (576) |
Accounts payable and accrued expenses | 175,447 | (118,278) |
Accounts payable - related party | 195,000 | 0 |
Net cash used in operating activities | (662,921) | (678,579) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Acquisitions of property, plant and equipment | (43,447) | 0 |
Net cash used in investing activities | (43,447) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the sale of stock | 3,500 | 0 |
Proceeds from convertible notes payable | 440,000 | 892,700 |
Proceeds from convertible notes payable, related party | 488,000 | 0 |
Proceeds from crypto-currency notes payable | 0 | (176,000) |
Payment of expenses by related parties | 36,172 | 0 |
Proceeds from related-party loans | 2,417 | 26,000 |
Principal payments on related-party loans | (63,219) | (26,050) |
Net cash provided by financing activities | 906,870 | 716,650 |
Effect of exchange rate changes on cash and cash equivalents | (78,585) | 34,042 |
Net increase/(decrease) in cash | 121,917 | 72,113 |
Cash and equivalents - beginning of period | 31,366 | 6,243 |
Cash and equivalents - end of period | 153,283 | 78,356 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 0 | 40,781 |
Cash paid for income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING TRANSACTIONS | ||
Discounts on convertible notes | 617,400 | 720,182 |
Conversion of debt to common stock | 812,094 | 480,413 |
Settlement of derivative liability | 1,844,455 | 452,402 |
Shares issued for trade debts | 145,000 | 38,623 |
Shares issued for stock payable | 1,837,000 | 26,281 |
Conversion of debt to preferred stock, related party | $ 625,234 | $ 0 |
Organization and Nature of Busi
Organization and Nature of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization and Nature of Business | |
Note 1 - Organization and Nature of Business | History Tautachrome, 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 referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality (AR) sector and the smartphone trusted imagery sector, with granted and pending patents in both sectors. In addition we have high-speed blockchain technologies in development in support of global AR-based social networking and AR-based consumer-provider commerce. These technologies are being rolled out in the Company’s ARknet platform, beginning in the US and aiming for a global operation. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the patent pending ARk technology (together banded “KlickZie” technology): 1. KlickZie ARk technology business 2. KlickZie’s blockchain cryptocurrency-based ecosystem: 3. KlickZie Activated Digital Imagery business Since its public announcement on September 25, 2017 (via SEC form 8-K) that it would be using its Twitter site ( Tautachrome_Inc) (https://twitter.com/tautachrome_inc) to post important Company information, and finding this method of publicizing important Company information both fast and effective, the Company has continued to use this means of public communication almost exclusively, supplemented occasionally with Current Reports via SEC Form 8-Ks. Shareholders are advised to follow us on Twitter to be current on the Company’s disclosures in conformity with Regulation FD. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
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 September 30, 2020. 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, as reported in Form 10-K filed with the SEC filed on March 30, 2020. 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. Long-Lived Assets, Intangible Assets and Impairment In accordance with U.S. GAAP, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. 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 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. 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 Pronouncements In February 2016, the FASB established Topic 842, Leases 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. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2020 | |
Going Concern | |
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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Note 4 - Related Party Transactions | For the nine months ended September 30, 2020, we accrued $3,642 of interest to the 22 nd 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 $1.00 per share. Also, because this loan is a no-interest loan, an imputed interest expense of $3,019 was recorded as additional paid-in capital for the nine months ended September 30, 2020. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed. During the nine months ended September 30, 2020, we repaid $63,219 to Dr. Leonard. At September 30, 2020, the balanced owed Dr. Leonard is $15,755. We also owe $69,973 to a Board member for convertible notes payable for loans he made to the company. The notes bear interest at 5% (10% 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 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. 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 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. 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. 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. |
Capital
Capital | 9 Months Ended |
Sep. 30, 2020 | |
Capital | |
Note 5 - Capital | During the year ended December 31, 2019 we issued 1,571,976,979 shares as follows: · We issued 1,551,562,038 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $525,621 of principal, $44,418 of interest, and $4,500 of conversion fees and recorded a loss on conversion of $127,031. As part of these conversions, we retired $471,233 of associated derivative liabilities which we included in Additional Paid in Capital. · We issued 3,623,055 shares to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair value of $3,623, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. · We issued 12,500,000 shares to a previous supplier to retire trade debts in the amount of $35,000. We valued the shares at the grant date fair value of $185,000 and recorded a reduction of accounts payable of $35,000 and a loss on settlement of $150,000. · We issued 4,291,886 shares to a consultant to reduce our stock payable to them. We reduced the stock payable by $26,281 and recorded additional expense of $313. We recorded an additional stock payable to this consultant of $19,888 during the period. During the nine months ended September 30, 2020, we issued · 560,931,025 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. · 1,750,000 shares of common stock for $3,500 in cash. · 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. Additionally 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. Preferred Stock During the year ended December 31, 2018, we accrued $1,837,000 in costs related to the 40,000 Series E Preferred shares promised in our ARknet contract containing a par value of $0.0001. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends, · They are entitled to no liquidation rights, · Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and · They have no conversion or redemption rights. These shares were recorded as issued on January 31, 2020. 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. Imputed Interest Certain 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 of such interest. For the same period in 2019, we imputed $12,456. Other During 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. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Note 6 - Debt | Loans from related parties At September 30, 2020 we owed $103,368 in related-party loans consisting of $98,368 to the 22 nd 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. 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. 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 payable At 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 payable On January 29, 2019, we issued 3,623,055 to a certain Australian individual who made baseless claims against the Company other than two existing convertible promissory notes which the Company acknowledged. Rather than engage in a prolonged international legal matter, we issued these shares in complete satisfaction of any and all claims against the Company. We valued the shares at their grant date fair values, reduced unpaid principal and interest in the amount of $4,258 and $695, respectively, and recorded a $1,330 gain on this settlement. During the 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: 09/30/20 12/31/19 All convertible promissory notes Unpaid principal 1,258,940 1,578,917 Discounts (404,070 ) (574,076 ) Convertible notes payable, net $ 854,870 $ 1,004,841 Classified as short-term Unpaid principal balance 1,226,940 1,183,685 Discounts (404,070 ) (369,000 ) Convertible notes payable - short-term, net $ 822,870 $ 814,685 Classified as long-term Unpaid principal balance - 363,232 Discounts - (205,076 ) Convertible notes payable - short-term, net $ - $ (158,156 ) Classified as in default Unpaid principal balance 32,000 32,000 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 32,000 On May 2, 2019, the company entered into an amendment to one of the convertible promissory notes issued during 2018. The company allowed the creditor to own a larger percentage of the company’s total shares outstanding in exchange for a waiver of all default interest. As a result, we recorded a reduction of interest payable to this creditor and interest expense of $140,491. On July 19, 2019, we issued 30,414,329 shares to this creditor extinguishing all principal and interest owed to them. Imputed Interest Certain 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 of such interest. Of this amount, $3,019 is imputed on amounts owed to Jon Leonard, our Chief Executive Officer, and $7,499 was imputed on twenty eight outstanding loans in Australia. Derivative liabilities The above-referenced convertible promissory notes 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’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60. The Company issued certain fixed-rate convertible Subscription Notes from 2015 through May 20, 2020 in the United States and Australia These convertible notes have become tainted (“The Tainted Notes”) as a result of the issuance of convertible promissory notes issued in the United States since there is a possibility (however remote) that the Company would not have enough shares in the Treasury to satisfy all possible conversions. The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through September 30, 2020. The following assumptions were used for the valuation of the derivative liability related to the Notes: · The stock price of $0.00430 at 06/30/20 increased to $0.00830 by 09/30/20 and would fluctuate with the Company projected volatility. · The notes convert with variable conversion prices based on the percentages of the low or average trades or bids over 20 to 25 trading days. · The effective discounts rates estimated throughout the periods range from 37% to 42% with potentially an additional discount. · The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. · The projected annual volatility for each valuation period was based on the historic volatility of the company are 183.7% – 192.7% (annualized over the term remaining for each valuation). · An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. · The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. · The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price on the date of valuation. · The Holder would automatically convert the note based on ownership or trading volume limitations. We recorded the initial derivative as both a derivative liability and a debt discount (or initial reduction in carrying value of the debt). We then amortized the debt discounts using the Effective Interest Method which recognizes the cost of borrowing at a constant interest rate throughout the contractual term of the obligation. The effective interest rates on the instruments issued during the year ended December 31, 2019 range from 11% to 564%. The effective interest rates for the instruments issued during the nine months ended September 30, 2020 range from 7% to 203%. 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 $ 2,365,367 Changes due to new issuances 617,400 Changes due to extinguishments (1,844,455 ) Changes due to adjustment to fair value 994,307 Balance, September 30, 2020 $ 2,132,619 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2020 | |
Litigation | |
Note 7 - Litigation | McRae Lawsuit On October 10, 2017, the Company received a letter from the lawyer of Eric L McRae (“McRae”) a person whose association with the Company was terminated by the Company on June 16, 2017. The letter demanded payment of 850,000,000 unrestricted Tautachrome common shares to forestall his filing a laundry list of complaints in a variety of government agencies including with the US District Court in Kansas with complaints of contract breaches and fraud by silence, with the EEOC with complaints of termination by racial discrimination, with the OSHA with complains of termination for reasons of his being a whistleblower under Sarbanes-Oxley provisions, and with various regulatory agencies with accusations of an unspecified nature. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Note 8 - Income Taxes | Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 09/30/20 12/31/19 Net operating loss carry-forward 5,545,538 4,579,500 Deferred tax asset $ 1,164,563 $ 961,695 Valuation allowance (1,164,563 ) (961,695 ) 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Note 9 - Subsequent Events | Subsequent events have been evaluated through the date of this report. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020. 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, as reported in Form 10-K filed with the SEC filed on March 30, 2020. 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. |
Long-Lived Assets, Intangible Assets and Impairment | In accordance with U.S. GAAP, the Company’s long-lived assets and amortizable intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. The Company assesses the recoverability of such assets by determining whether their carrying value can be recovered through undiscounted future operating cash flows, including its estimates of revenue driven by assumed market segment share and estimated costs. If impairment is indicated, the Company measures the amount of such impairment by comparing the fair value to the carrying value. |
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 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. 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 Pronouncements | In February 2016, the FASB established Topic 842, Leases 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. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt (Tables) | |
Schedule of Convertible notes payable | 09/30/20 12/31/19 All convertible promissory notes Unpaid principal 1,258,940 1,578,917 Discounts (404,070 ) (574,076 ) Convertible notes payable, net $ 854,870 $ 1,004,841 Classified as short-term Unpaid principal balance 1,226,940 1,183,685 Discounts (404,070 ) (369,000 ) Convertible notes payable - short-term, net $ 822,870 $ 814,685 Classified as long-term Unpaid principal balance - 363,232 Discounts - (205,076 ) Convertible notes payable - short-term, net $ - $ (158,156 ) Classified as in default Unpaid principal balance 32,000 32,000 Discounts - - Convertible notes payable - short-term, net $ 32,000 $ 32,000 |
Changes in outstanding derivative liabilities | Balance, December 31, 2019 $ 2,365,367 Changes due to new issuances 617,400 Changes due to extinguishments (1,844,455 ) Changes due to adjustment to fair value 994,307 Balance, September 30, 2020 $ 2,132,619 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Summary of deferred income taxes | 09/30/20 12/31/19 Net operating loss carry-forward 5,545,538 4,579,500 Deferred tax asset $ 1,164,563 $ 961,695 Valuation allowance (1,164,563 ) (961,695 ) Net future income taxes $ - $ - |
Organization and Nature of Bu_2
Organization and Nature of Business (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
ARKnet [Member] | |
Organization and nature of business description | The ArKnet is a fintech platform connecting consumers to providers in the global $48 trillion household goods market, using augmented reality as the medium of interaction. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 19, 2019 | Oct. 10, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jul. 11, 2019 | |
Net liabilities | $ 4,114,766 | $ 4,603,313 | ||||
Amortization of debt discount | 838,024 | $ 423,777 | ||||
Additional paid in capital | 11,423,927 | 6,095,053 | ||||
Sonny Nugent [Member] | ||||||
Accrued Interest | $ 3,642 | |||||
Minimum [Member] | ||||||
Debt instrument, conversion price | $ 0.0025 | |||||
Maximum [Member] | ||||||
Debt instrument, conversion price | $ 0.0040 | |||||
CEO and Board Chairman [Member] | ||||||
Additional paid in capital | $ 13,750 | |||||
Dr. Leonard [Member] | ||||||
Accrued interest | $ 15,755 | |||||
Adjustment to additional paid in capital, Imputed interest | $ 3,019 | |||||
Fixed share price for repayment | $ 1 | |||||
Repayment of related party debt | $ 63,219 | |||||
Former Chief Executive Officer [Member] | ||||||
Accrued interest | $ 29,060 | |||||
Debt instrument, interest rate, percentage | 5.00% | |||||
Interest payment default description | According to our agreement with Mr. Nugent, we accrue interest on all unpaid amounts at 5%. Principal and interest are callable at any time. If principal and interest are called and not repaid, the loan is considered in default after which interest is accrued at 10%. | |||||
Outstanding principal amount | $ 97,676 | 98,032 | ||||
Interest payable | 25,361 | |||||
Convertible Notes Payable [Member] | ||||||
Related-party convertible note payable in default | 32,000 | |||||
Amortization of debt discount | 838,024 | |||||
Unamortized discount | $ 19,278 | 71,295 | ||||
Convertible Notes Payable [Member] | Board Member [Member] | ||||||
Accrued interest | 69,973 | |||||
Related-party convertible note payable in default | $ 8,439 | |||||
Debt instrument, After maturity interst rate | 10.00% | |||||
Debt instrument, descriptions | convert at $0.0025 per share (for $33,801 of the debt) and $.002 per share (for $36,172 of the debt). | |||||
Debt instrument, interest rate, percentage | 5.00% | |||||
Debt instrument, umamortized discount | $ 29,981 | |||||
Net liabilities | $ 44,992 | |||||
Debt instrument, conversion price | $ 0.0025 | |||||
Convertible Promissory Note One [Member] | ARKnet [Member] | ||||||
Debt instrument, principal amount | $ 60,000 | |||||
Debt instrument, After maturity interst rate | 10.00% | 10.00% | ||||
Debt instrument, interest rate, percentage | 5.00% | 5.00% | ||||
Net liabilities | $ 459,247 | |||||
Debt instrument, conversion price | $ 0.004 | $ 0.005 | ||||
Debt instrument, maturity date, description | Matures 18 months from the date of the note | Matures 18 months from the date of the note | ||||
Three Promissory Note One [Member] | ARKnet [Member] | ||||||
Debt instrument, After maturity interst rate | 10.00% | 10.00% | ||||
Debt instrument, interest rate, percentage | 5.00% | 5.00% | ||||
Debt instrument, maturity date, description | Matures 18 months from the date of the note | |||||
Amortization of debt discount | $ 2,701 | $ 5,885 | ||||
Unamortized discount | 19,278 | |||||
Convertible Promissory Note Two [Member] | ARKnet [Member] | ||||||
Debt instrument, principal amount | $ 60,000 | |||||
Debt instrument, After maturity interst rate | 10.00% | 10.00% | ||||
Debt instrument, interest rate, percentage | 5.00% | 5.00% | ||||
Debt instrument, umamortized discount | $ 18,075 | $ 24,123 | ||||
Debt instrument, conversion price | $ 0.004 | $ 0.00128 | $ 0.0040 | |||
Debt instrument, maturity date, description | The notes mature between June 24, 2021 and January 15, 2022 | Matures 18 months from the date of the note | ||||
Amortization of debt discount | $ 7,324 | $ 2,010 | ||||
Aggregate amount | 488,000 | |||||
F Series Convertible Preferred Shares [Member] | September 1, 2020 [Member] | ||||||
Accrued interest | $ 14,735 | |||||
Convertible notes issued | 290,397 | |||||
Debt instrument, principal amount | $ 62,500 | $ 610,500 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 29, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Imputed interest | $ 10,518 | $ 12,456 | |||
Loss on this settlement of debt | 37,267 | ||||
Debt conversion, converted instrument, principal | 770,969 | ||||
Accrued interest | $ 41,125 | ||||
Debt conversion converted instrument shares issued | 560,931,025 | 1,571,976,979 | |||
Common stock shares issued for cash, shares | 1,750,000 | ||||
Derivative associated with early debt retirement | $ 782,976 | $ 471,233 | |||
Shares issued for cash, amount | 3,500 | ||||
Convertible Notes Payable [Member] | |||||
Imputed interest | 10,518 | ||||
Loss on this settlement of debt | 37,267 | ||||
Debt conversion, converted instrument, principal | $ 770,081 | ||||
Debt conversion converted instrument shares issued | 560,931,025 | ||||
Retire Trade Debts [Member] | |||||
Debt conversion, converted instrument, principal | $ 150,000 | ||||
Common stock shares issued for cash, shares | 12,500,000 | ||||
Shares issued for cash, amount | $ 35,000 | ||||
Accounts payable | 35,000 | ||||
Share issued fair value | $ 185,000 | ||||
Convertible promissory note [Member] | |||||
Debt conversion converted instrument shares issued | 1,551,562,038 | ||||
Debt conversion, converted instrument, principal | $ 525,621 | ||||
Reduction on debt conversion converted instrument, Accrued interest | 44,418 | ||||
Decrease in derivative liability | 471,233 | ||||
Loss on conversion | 127,031 | ||||
Conversion fees | 4,500 | ||||
McRae [Member] | |||||
Common stock shares offered for settlement | 50,000,000 | ||||
Consultant Member [Member] | |||||
Shares issued for cash, amount | $ 20,000 | ||||
Share issued during the period | 3,333,333 | ||||
Accrued payable | $ 107,000 | $ 119,100 | |||
Series E Preferred Stock [Member] | |||||
Accrued expenses | $ 1,837,000 | ||||
Arknet [Member] | Series F Preferred Shares [Member] | |||||
Debt conversion, converted instrument, principal | 610,500 | ||||
Accrued interest | $ 14,735 | ||||
Debt conversion converted instrument shares issued | 1,000 | ||||
Common stock shares issued for cash, shares | 290,397 | ||||
Australian Individual [Member] | Convertible Notes Payable [Member] | |||||
Loss on this settlement of debt | 1,330 | ||||
Shares issued for cash, amount | $ 3,623 | ||||
Share issued during the period | 3,623,055 | 3,623,055 | |||
Debt conversion, converted instrument, principal | $ 4,258 | $ 4,258 | |||
Reduction on debt conversion converted instrument, Accrued interest | $ 695 | $ 695 | |||
ArKnet [Member] | Series E Preferred Stock [Member] | |||||
Preferred stock shares authorized | 40,000 | ||||
Preferred stock, par value | $ 0.0001 | ||||
Description for share exchange ratio and voting rights | Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, |
Debt (Details)
Debt (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Convertible notes payable, net | $ 51,579 | $ 111,999 |
All convertible promissory notes [Member] | ||
Unpaid principal | 1,258,940 | 1,578,917 |
Discounts | (404,070) | (574,076) |
Convertible notes payable, net | 854,870 | 1,004,841 |
Classified as short-term [Member] | ||
Unpaid principal | 1,226,940 | 1,183,685 |
Discounts | (404,070) | (369,000) |
Convertible notes payable, net | 822,870 | 814,685 |
Classified as long-term [Member] | ||
Unpaid principal | 0 | 363,232 |
Discounts | 0 | (205,076) |
Convertible notes payable, net | 0 | (158,156) |
Classified as in default [Member] | ||
Unpaid principal | 32,000 | 32,000 |
Discounts | 0 | 0 |
Convertible notes payable, net | $ 32,000 | $ 32,000 |
Debt (Details 1)
Debt (Details 1) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Debt | |
Outstanding balance, beginning | $ 2,365,367 |
Changes due to new issuances | 617,400 |
Changes due to extinguishments | (1,844,455) |
Changes due to adjustment to fair value | 994,307 |
Outstanding balance, ending | $ 2,132,619 |
Debt (Details Narrative)
Debt (Details Narrative) | Oct. 10, 2019USD ($)$ / shares | Dec. 19, 2019USD ($)$ / shares | Oct. 10, 2019USD ($)$ / shares | Jul. 19, 2019shares | May 02, 2019USD ($) | Jan. 29, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)integer$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)shares | Jun. 30, 2020$ / shares |
Debt conversion, converted instrument, principal | $ 770,969 | |||||||||||
Debt conversion converted instrument shares issued | shares | 560,931,025 | 1,571,976,979 | ||||||||||
Amortization of debt discount | $ 838,024 | $ 423,777 | ||||||||||
Imputed interest | 10,518 | 12,456 | ||||||||||
Loss on this settlement of debt | 37,267 | |||||||||||
Due to related party | $ 41,125 | 41,125 | ||||||||||
Convertible note payable | 51,579 | 51,579 | $ 111,999 | |||||||||
Loan from related party | 103,368 | 103,368 | 103,032 | |||||||||
Interest expense | $ 206,596 | $ 397,071 | $ 928,059 | $ 417,044 | ||||||||
Minimum [Member] | ||||||||||||
Conversion price | $ / shares | $ 0.0025 | $ 0.0025 | ||||||||||
Maximum [Member] | ||||||||||||
Conversion price | $ / shares | $ 0.0040 | $ 0.0040 | ||||||||||
Board Member[Member] | ||||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Conversion price | $ / shares | $ 0.0025 | $ 0.0025 | ||||||||||
Due to related party | $ 5,000 | $ 5,000 | ||||||||||
Convertible note payable | 58,164 | 58,164 | ||||||||||
Advance loans | 5,000 | |||||||||||
Twenty Second Trust [Member] | ||||||||||||
Due to related party | 98,368 | 98,368 | ||||||||||
Proceeds from issunce of related party | 103,368 | |||||||||||
Loans in Australia [Member] | ||||||||||||
Imputed interest | 7,499 | |||||||||||
Jon Leonard [Member] | ||||||||||||
Imputed interest | 3,019 | |||||||||||
Creditor [Member] | ||||||||||||
Interest expense | $ 140,491 | |||||||||||
Shares issued for extinguishment of debt | shares | 30,414,329 | |||||||||||
Arknet [Member] | F Series Convertible Preferred Shares [Member] | ||||||||||||
Debt conversion, converted instrument, principal | $ 610,500 | |||||||||||
Debt conversion converted instrument shares issued | shares | 290,397 | |||||||||||
Accrued interest | 14,735 | $ 14,735 | ||||||||||
Convertible Notes Payable [Member] | ||||||||||||
Debt conversion, converted instrument, principal | $ 770,081 | |||||||||||
Debt conversion converted instrument shares issued | shares | 560,931,025 | |||||||||||
Unamortized discount | $ 19,278 | $ 71,295 | ||||||||||
Amortization of debt discount | 838,024 | |||||||||||
Imputed interest | 10,518 | |||||||||||
Convertible notes payable, default | 32,000 | 32,000 | ||||||||||
Accrued interest | $ 42,016 | 42,016 | ||||||||||
Loss on this settlement of debt | $ 37,267 | |||||||||||
Convertible Notes Payable [Member] | Australian Individual [Member] | ||||||||||||
Loss on this settlement of debt | $ 1,330 | |||||||||||
Shares issued during period notes payable, shares | shares | 3,623,055 | 3,623,055 | ||||||||||
Gain on this settlement of debt | $ 1,330 | |||||||||||
Reduction on debt conversion converted instrument, Accrued interest | 695 | $ 695 | ||||||||||
Principal reduction on debt conversion original amount | $ 4,258 | $ 4,258 | ||||||||||
Convertible Promissory Note One [Member] | ARKnet [Member] | ||||||||||||
Interest rate | 5.00% | 5.00% | 5.00% | |||||||||
Conversion price | $ / shares | $ 0.005 | $ 0.004 | $ 0.005 | |||||||||
Debt instrument, maturity date, description | Matures 18 months from the date of the note | Matures 18 months from the date of the note | ||||||||||
Debt instrument, After maturity interst rate | 10.00% | 10.00% | 10.00% | |||||||||
Debt instrument, principal amount | $ 60,000 | |||||||||||
Convertible Promissory Note Three [Member] | ARKnet [Member] | ||||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Conversion price | $ / shares | $ 0.005 | $ 0.005 | ||||||||||
Debt instrument, maturity date, description | matures 18 months from the date of the note | |||||||||||
Debt instrument, principal amount | $ 62,500 | $ 62,500 | ||||||||||
Debt instrument, After maturity interest rate | 10.00% | 10.00% | ||||||||||
Ten Promissory Note Two [Member] | ARKnet [Member] | ||||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Debt instrument, maturity date, description | The notes mature between June 24, 2021 and January 15, 2022 | |||||||||||
Debt instrument, After maturity interst rate | 10.00% | 10.00% | ||||||||||
Debt instrument, principal amount | $ 488,000 | $ 488,000 | ||||||||||
Promissory Notes[Member] | Three Australian [Member] | ||||||||||||
Loan from related party | $ 15,755 | $ 15,755 | ||||||||||
Convertible Note Derivatives [Member] | ||||||||||||
Default interest rate, description | An event of default would occur 0% of the time, increasing 1.00% per month to a maximum of 20%. | |||||||||||
Notes redemption, description | The Holders would redeem the notes (with penalties up to 50% depending on the date and full–partial redemption) based on availability of alternative financing of 0% of the time, increasing 1.00% per month to a maximum of 5%. | |||||||||||
Convertible Note Derivatives [Member] | Minimum [Member] | ||||||||||||
Interest rate | 7.00% | 7.00% | 11.00% | |||||||||
Assumption of stock price per shares | $ / shares | $ 0.0043 | $ 0.0043 | $ 0.00430 | |||||||||
Notes conversion trading days | integer | 20 | |||||||||||
Estimated effective discount rate | 37.00% | 37.00% | ||||||||||
Volatility rate | 183.70% | |||||||||||
Convertible Note Derivatives [Member] | Maximum [Member] | ||||||||||||
Interest rate | 203.00% | 203.00% | 564.00% | |||||||||
Assumption of stock price per shares | $ / shares | $ 0.00830 | $ 0.00830 | ||||||||||
Notes conversion trading days | integer | 25 | |||||||||||
Estimated effective discount rate | 42.00% | 42.00% | ||||||||||
Volatility rate | 192.70% |
Litigation (Details Narrative)
Litigation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 18, 2020 | May 05, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 10, 2017 | |
Decrease in litigation liability | $ 145,000 | ||||||
Gain or (loss) on litigation | $ 0 | $ 0 | $ 105,000 | $ 0 | |||
McRae [Member] | |||||||
Shares issued to settle legal claim, shares | 50,000,000 | ||||||
Gain or (loss) on litigation | $ 105,000 | ||||||
Loss contingency damages sought by related party, restricted shares | 850,000,000 | ||||||
Closing price of shares | $ 0.0029 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Income Taxes (Details) | ||
Net operating loss carry-forward | $ 5,545,538 | $ 4,579,500 |
Deferred tax asset | 1,164,563 | 961,695 |
Valuation allowance | (1,164,563) | (961,695) |
Net future income taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 9 Months Ended |
Sep. 30, 2020 | |
Income Taxes | |
Operating loss carry-forwards expiration year | begin to expire in 2030 |