Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | TAUTACHROME, INC. | ||
Entity Central Index Key | 0001389067 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Entity Common Stock Shares Outstanding | 5,867,608,915 | ||
Entity Public Float | $ 36,783,125 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55721 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 84-2340972 | ||
Entity Address Address Line 1 | 1846 e. Innovation Park Drive | ||
Entity Address City Or Town | Oro Valley | ||
Entity Address State Or Province | AZ | ||
Entity Address Postal Zip Code | 85755 | ||
City Area Code | 520 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX | ||
Local Phone Number | 318-5578 | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 2738 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 119,466 | $ 114,527 |
Total current assets | 119,466 | 114,527 |
Non-current assets: | ||
Property, plant and equipment, net | 25,344 | 39,826 |
TOTAL ASSETS | 144,810 | 154,353 |
LIABILITIES | ||
Accounts payable and accrued expenses | 813,024 | 789,052 |
Accounts payable - related party | 706,476 | 510,313 |
Loans from related parties | 103,640 | 104,762 |
Convertible notes payable - related party, net | 70,392 | 50,094 |
Short-term convertible notes payable, net | 1,637,812 | 999,406 |
Convertible notes payable in default | 32,000 | 32,000 |
Short-term notes payable | 15,989 | 16,957 |
Derivative liability | 1,384,775 | 1,479,530 |
Total current liabilities | 4,764,108 | 3,982,114 |
Long-term convertible notes payable, related party, net | 14,996 | 10,080 |
Total non-current liabilities | 14,996 | 10,080 |
TOTAL LIABILITIES | 4,779,104 | 3,992,194 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.00001 par value. 6.5 billion shares authorized. 5,866,608,915 and 4,120,475,247 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 58,666 | 41,205 |
Additional paid in capital | 15,337,300 | 11,427,087 |
Common stock payable | 640,584 | 336,584 |
Accumulated deficit | (20,742,160) | (15,661,969) |
Effect of foreign currency exchange | 71,282 | 17,838 |
TOTAL STOCKHOLDERS' DEFICIT | (4,634,294) | (3,837,841) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 144,810 | 154,353 |
Series D Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 0 | 1,380 |
Series E Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 4 | 4 |
Series F Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | $ 30 | $ 30 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, authorized shares | 6,500,000,000 | 6,500,000,000 |
Common stock, shares issued | 5,866,608,915 | 4,120,475,247 |
Common stock, shares outstanding | 5,866,608,915 | 4,120,475,247 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares authorized | 13,795,104 | |
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 | 0 | 13,795,104 |
Preferred stock, shares outstanding | 0 | 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 | 40,000 |
Preferred stock, shares outstanding | 40,000 | 40,000 |
Series F Convertible Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, shares par value | $ 0.0001 | $ 0.00001 |
Preferred stock, shares authorized | 290,400 | 290,400 |
Preferred stock, shares issued | 290,400 | 290,400 |
Preferred stock, shares outstanding | 290,400 | 290,400 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES | ||
Online sales platform | $ 22 | $ 149 |
Products | 240 | 866 |
Total revenues | 262 | 1,015 |
Cost of sales | 79 | 371 |
Gross profit | 183 | 644 |
OPERATING EXPENSES | ||
General and administrative | 2,862,773 | 607,274 |
Bad debt expense | 150,760 | 0 |
Depreciation expense | 14,482 | 3,621 |
Research and development | 1,239,133 | 1,014,894 |
Total operating expenses | 4,267,148 | 1,625,789 |
Operating loss | (4,266,965) | (1,625,145) |
OTHER INCOME / (EXPENSE) | ||
Gain on litigation | 0 | 105,000 |
Loss on settlement of debt | (225) | 0 |
Interest expense | (1,238,843) | (1,021,100) |
Change in value of derivatives | 425,842 | (215,812) |
Loss on conversion of debt | 0 | (37,267) |
Total other | (813,226) | (1,169,179) |
Net loss | (5,080,191) | (2,794,324) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Effect of foreign currency exchange | 53,444 | (80,201) |
Net comprehensive income or (loss) | $ (5,026,747) | $ (2,874,525) |
Net (loss) or income per common share | ||
Basic and fully diluted | $ 0 | $ 0 |
Weighted average shares outstanding | ||
Basic and fully diluted | 4,721,741,017 | 3,891,303,488 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Deficit) - USD ($) | Total | Common Stock | Series D, Preferred Stock | Series E, Preferred Stock | Series F, Preferred Stock | Additional Paid-In Capital | Stock Payable [Member] | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2019 | 3,504,460,889 | 13,795,104 | |||||||
Balance, amount at Dec. 31, 2019 | $ (4,571,544) | $ 35,045 | $ 1,380 | $ 0 | $ 0 | $ 6,095,053 | $ 2,066,584 | $ 98,039 | $ (12,867,645) |
Shares issued for conversion of debt, shares | 560,931,025 | ||||||||
Shares issued for conversion of debt, amount | 849,361 | $ 5,609 | 0 | 0 | 0 | 843,752 | 0 | 0 | 0 |
Shares issued for services, shares | 3,333,333 | ||||||||
Shares issued for services, amount | 20,000 | $ 33 | 0 | 0 | 0 | 19,967 | 0 | 0 | 0 |
Shares issued for cash, shares | 1,750,000 | ||||||||
Shares issued for cash, amount | 3,500 | $ 18 | 0 | 0 | 0 | 3,482 | 0 | 0 | 0 |
Shares issued to settle legal claim, shares | 50,000,000 | ||||||||
Shares issued to settle legal claim, amount | 145,000 | $ 500 | 0 | $ 0 | 0 | 144,500 | 0 | 0 | 0 |
Issue Series E preferred shares, shares | 40,000 | ||||||||
Issue Series E preferred shares, amount | 0 | 0 | 0 | $ 4 | 0 | 1,836,996 | (1,837,000) | 0 | 0 |
Issue Series F preferred shares, amount | 625,265 | 0 | 0 | 0 | $ 290,397 | 625,235 | 0 | 0 | 0 |
Issue Series F preferred shares, shares | 30 | ||||||||
Derivative associated with early debt retirement | 1,844,424 | 1,844,424 | 1,837 | ||||||
Net loss | (2,794,324) | (2,794,324) | |||||||
Effect of foreign currency exchange | (80,201) | (80,201) | |||||||
Imputed interest | 13,678 | 13,678 | |||||||
Shares earned by consultants | 107,000 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 107,000 | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 4,120,475,247 | 13,495,104 | 40,000 | 290,397 | |||||
Balance, amount at Dec. 31, 2020 | (3,837,841) | $ 41,205 | $ 1,380 | $ 4 | $ 30 | 11,427,087 | 336,584 | 17,838 | (15,661,969) |
Shares issued for conversion of debt, shares | 295,898,288 | ||||||||
Shares issued for conversion of debt, amount | 1,090,045 | $ 2,959 | 0 | 0 | 0 | 1,087,086 | 0 | 0 | 0 |
Shares issued for services, shares | 214,125,000 | ||||||||
Shares issued for services, amount | 7,125 | $ 2,141 | 0 | 0 | 0 | 2,116,384 | 2,111,400 | 0 | 0 |
Derivative associated with early debt retirement | 650,208 | 0 | 0 | 0 | 0 | 650,208 | 0 | 0 | 0 |
Net loss | (5,080,191) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (5,080,191) |
Imputed interest | 10,701 | 0 | 0 | 0 | 0 | 10,701 | 0 | 0 | 0 |
Effect of foreign currency exchange | 53,444 | $ 0 | 0 | 0 | 0 | 0 | 0 | 53,444 | 0 |
Shares issued as enticement for loan, shares | 6,600,000 | ||||||||
Shares issued as enticement for loan, amount | 56,815 | $ 66 | $ 0 | 0 | 0 | 56,749 | 0 | 0 | 0 |
Shares issued to convert Series D preferred to common, shares | 1,379,510,380 | (13,795,104) | |||||||
Shares issued to convert Series D preferred to common, amount | $ 13,795 | $ (1,380) | 0 | 0 | (12,415) | 0 | 0 | 0 | |
Shares retired by Chief Executive Officer, shares | 150,000,000 | ||||||||
Shares retired by Chief Executive Officer, amount | 0 | $ (1,500) | 0 | 0 | 0 | 1,500 | 0 | 0 | 0 |
Stock payable for services | 2,415,400 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 2,415,400 | 0 | 0 |
Balance, shares at Dec. 31, 2021 | 5,866,608,915 | 40,000 | 290,397 | 290,397 | 5,866,608,915 | ||||
Balance, amount at Dec. 31, 2021 | $ (4,634,294) | $ 58,666 | $ 0 | $ 4 | $ 30 | $ 15,337,300 | $ 640,584 | $ 71,282 | $ (20,742,160) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (5,080,191) | $ (2,794,324) |
Stock-based compensation | 2,422,525 | 127,000 |
Depreciation, depletion and amortization | 14,482 | 3,621 |
Loss on debt conversions | 0 | 37,267 |
Gain on litigation | 0 | (105,000) |
Change in fair value of derivative | (425,842) | 215,812 |
Loss on debt settlements | 225 | |
Amortization of discounts on notes payable | 1,092,397 | 902,653 |
Imputed interest | 10,701 | 13,678 |
Bad debt expense | 150,760 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 0 | 403 |
Accounts receivable | (760) | 0 |
Accounts payable and accrued expenses | 368,943 | 428,546 |
Accounts payable - related party | 197,000 | 260,000 |
Net cash used in operating activities | (1,249,760) | (910,344) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in Accumen | (150,000) | 0 |
Acquisitions of property, plant and equipment | 0 | (43,447) |
Net cash used in investing activities | (150,000) | (43,447) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from the sale of stock | 0 | 3,500 |
Proceeds from convertible notes payable | 1,416,000 | 660,000 |
Proceeds from convertible notes payable, related party | 40,000 | 488,000 |
Payment of expenses by related parties | 6,000 | 36,172 |
Proceeds from related-party loans | 0 | 2,417 |
Principal payments on related-party loans | (22,098) | (64,874) |
Net cash provided by financing activities | 1,439,902 | 1,125,215 |
Effect of exchange rate changes on cash and cash equivalents | (35,203) | (88,263) |
Net increase/(decrease) in cash | 4,939 | 83,161 |
Cash and equivalents - beginning of period | 114,527 | 31,366 |
Cash and equivalents - end of period | 119,466 | 114,527 |
SUPPLEMENTARY INFORMATION | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Discounts on convertible notes | 1,102,110 | 617,400 |
Conversion of debt to common stock | 1,090,045 | 812,094 |
Settlement of derivative liability | 650,208 | 1,844,424 |
Shares issued for trade debts | 0 | 145,000 |
Shares issued for stock payable | 2,111,400 | 1,837,000 |
Conversion of debt to preferred stock, related party | $ 0 | 625,265 |
Shares for debt enticement | 56,815 | |
Preferred for common shares | $ 13,795 | 0 |
Shares retired | 1,500 | |
Accounts payable settled with convertible note | $ 247,426 | 0 |
Initial derivative | $ 981,295 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | Note 1 - Basis of Presentation and Summary of Significant Accounting Policies Organization and Nature of Business History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the 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 Basis of Presentation The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. Principles of Consolidation Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2021 and 2020. Earnings Per Share Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. Fair Value of Financial Instruments We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. At December 31, 2021 and 2020, we had total liabilities of $4,779,104 and $3,992,194, respectively. Of this amount, only the derivative liabilities of $1,384,775 and 1,479,530, respectively ,were calculated using level 3 inputs. All other liabilities were calculated using level 1 inputs. Income Taxes We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 7 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2021 and 2020. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Going Concern | |
Note 2 - Going Concern | Note 2 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $1,249,760 and $910,344 for the years ended December 31, 2021 and 2020, respectively, and have experienced recurring losses, and negative working capital at December 31, 2020 and 2019. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions or related parties. Management believes that actions presently being taken to obtain additional funding may provide the opportunity for the Company to continue as a going concern. There is no guarantee the Company will be successful in achieving these objectives. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Note 3 - Related Party Transactions | Note 3 – Related Party Transactions For the year ended December 31, 2021, we accrued $4,901 of interest to the 22 nd Additionally, we owe the Trust $17,857 in expense advances made in previous fiscal years which are not accruing interest. 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 October 17, 2018, we signed an agreement with Arknet to license certain technologies related to the Klickzie ArK.. The initial license fee is $100,000. The annual maintenance fees are: · $200,000 for the calendar years 2020 and 2021 · $300,000 for the calendar years 2022 and 2023 and · $400,000 for the calendar year 2024 and each subsequent calendar year during the term of the agreement. · 7.5% of net sales. As of December 31, 2021, we have accrued the $500,000 initial license and annual maintenance fees. During the year ended December 31, 2019, the company entered into an arrangement with a ARknet whereby the holder of the Crypto-note was paid in common shares of Arknet. We reclassified the $100,000 Crypto-note to an advance by the Company to ARknet. The Company has an employment agreement with Dr. Jon Leonard, the Company’s Chief Executive Officer at a compensation rate of $60,000 (which increases 5% per year) and six weeks per year of paid vacation. Payment and vacation benefits began to accrue in June, 2019. For the year ended December 31, 2021, we accrued $60,000 pursuant to this employment agreement, made cash compensation payments of $43,000 and owe him $92,000 of unpaid compensation at December 31, 2021. Between October 1, 2019 and July 15,2020, we borrowed $610,500 from Arknet, a related party. On September 1, 2020, we retired all twelve Arknet convertible notes by issuing 290,397 F Series Convertible Preferred shares (see Note 3). We reduced our liability to Arknet in the amount of $610,500 in principal and $14,735 in interest. At December 31, 2020, Accounts Payable – Related Party was comprised of the following: · $95,000 of accrued salary owed to our Chief Executive Officer. · $400,000 due to Arknet. $300,000 of this amount was due to our technology lease obligations to them and $100,000 was due to the conversion of a crypto-note payable, written in 2018 and converted to Arknet debt in 2019. · $13,998 of unreimbursed expenses paid on behalf of the Company by the 22nd Trust in previous years. · $1,315 of other accrued related-party expenses. At December 31, 2021, Accounts Payable – Related Party was comprised of the following: · $92,000 of accrued salary owed to our Chief Executive Officer · $600,000 due to Arknet. $500,000 of this amount was due to our technology lease obligations to them and $100,000 was due to the conversion of a crypto-note payable, written in 2018 and converted to Arknet debt in 2019 · $12,392 of unreimbursed expenses paid on behalf of the Company by the 22 nd · $2,084 of other accrued related-party expenses. At December 31, 2020, Loans from Related Parties was comprised of the following: · A $5,000 advance to the Company in 2018 that has not been formalized into a promissory note. · $80,107 of debts to Michael Nugent, our former Chief Executive Officer for conversion of 39,312 Convertible Preferred Class B shares in 2015. · Cash Loans from the 22nd Trust in the amount of $19,655 made through 2015. At December 31, 2021, Loans from Related Parties was comprised of the following: · A $5,000 advance to the Company in 2018 that has not been formalized into a promissory note. · $80,107 of debts to Michael Nugent, our former Chief Executive Officer for conversion of 39,312 Convertible Preferred Class B shares in 2015. · Cash Loans from the 22 nd 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 $177 was recorded as additional paid-in capital for the year ended December 31, 2021. The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed. During the year ended December 31, 2021, we repaid $22,098 to Dr. Leonard. Dr. Leonard also paid company expenses of $6,000. At December 31, 2021, the balanced owed Dr. Leonard was $419. Ending balances in related party accounts payable is $706,476. For ending balances in this category, see Note 5. We issued 1,379,510,380 common shares to insiders retiring 13,795,104 shares of Series D preferred stock (see Note 4). At December 31, 2021, we owed $70,392 of related-party notes which are convertible into common stock, of which $69,973 is owed to David LaMountain, Our Chief Operating Officer and $419.. to Dr. Jon Leonard, our Chief Executive Officer. As of December 31, 2021, all discounts on this items had been fully amortized. During the year ended September 30, 2021, we amortized $26,316 of discounts to interest expense from this category. At December 31, 2021 we owed a convertible note to ArKnet (the only note classified as long-term) in the amount of $40,000, which is reported net of unamortized discounts of $25,004 or $14,996. The note is convertible at $0.006. Common Stock On December 29, 2021, Dr. Jon Leonard, our Chief Executive Officer, retired 150,000,000 shares of common stock. |
Capital
Capital | 12 Months Ended |
Dec. 31, 2021 | |
Capital | |
Note 4 - Capital | Note 4 – Capital Common Stock During the year ended December 31, 2020, we issued 616,014,358 shares as follows: · We issued 560,931,025 shares in conversion of outstanding convertible promissory notes. We recorded a reduction of the balance of these notes of $770,081 of principal, $42,016 of interest, and recorded a loss on conversion of $37,267. As part of these conversions, we retired $782,972 of associated derivative liabilities which we included in Additional Paid in Capital. · 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 6). · 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. During the year ended December 31, 2021, we issued · 295,898,288 shares in conversion of $1,045,000 of principal and $45,045 of interest. We realized no gain or loss on the conversions. · 214,125,000 shares to pay contractors for marketing campaigns. As a result, we charged general and administrative expenses with $2,118,525. We valued the issuances at the fair-value grant date. Of the $2,118,525 charged to general and administrative expenses, $2,111,400 we charged to expense in previous periods. · 6,600,000 to a creditor as an enticement to enter into three convertible promissory notes whose principal amounts were $1,125,000 in the aggregate. The grant-date fair value of these enticements were $56,815 and are accounted for as debt discounts. · 1,379,510,380 shares to convert all of the issued and outstanding Preferred D series shares into common stock according to the terms of the agreement. We recognized no gain or loss on the conversion. · A negative 150,000,000 shares which were retired from our Chief Executive Officer, Jon Leonard. Stocks Payable · We maintain a stock payable for an individual who wished to convert to 2,142,857 shares but is delaying receipt for tax reasons. The dollar balance in the Stock Payable account for this individual is $10,586. · We owe 3,655,666 shares to a consultant for work performed during 2019 and 2020. The balance in this Stock Payable account is $28,300. · We owe 3,500,000 to a consultant who did work during 2017 and 2018. That amount in the Stock Payable category is represented as $46,060. · We owe 83,351,522 shares to one of our two software development groups pursuant to our agreement with them. This amount is represented in the Stock Payable category as $526,075. · We owe $4,563 in common stock to our other software development group for work performed in 2020. The number of shares is contingent upon the stock price at the time of payout. · We owe $25,000 in stock to a marketing consultant whose number of shares is contingent upon the stock price at the time of payout. Imputed Interest Several of our loans were made without any nominal interest. As such, we imputed interest at 8% to these loans, crediting Additional Paid in Capital and charging Interest Expense. For the year ended December 31, 2021 and 2020, these amounted to $10,701 and $13,678, respectively. 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 issued in accordance with our ARknet contract (see Note 4) containing a par value of $0.0001. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends, · They are entitled to no liquidation rights, · Each share has the voting rights of all other voting shares combined, multiplied by 0.00001, and · They have no conversion or redemption rights. In September, 2020 we issued 290,397 Series F Preferred shares in retirement of twelve convertible promissory notes to Arknet. In so doing, we reduced our liability to them in the amount of $610,500 of principal and $14,735 in interest. Each share of Series F preferred is convertible into 1,000 shares of common stock. This series of preferred shares have the following rights, limitations, restrictions and privileges: · They are not entitled to dividends unless all other classes of dividends have been paid, · They are entitled to no liquidation rights. In October, 2016 we issued 13,795,104 shares of Series D preferred stock to our (then) directors in exchange for 1,379,510,380 shares of common stock. This series of preferred stock was subject to two separate rights to convert to common stock. The first could be elected by the shareholder if the stock sold for greater than $3 per share. The second was automatic and would not be trigger until October 5, 2021. On that date, the original 1,379,510,380 common shares were issued retiring the Series D preferred stock. There was no gain or loss on the conversion because the value of the common shares issued equaled the value of the Series D Preferred shares. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Note 5 - Debt | Note 5 - Debt Our debt in certain categories went from $2,692,829 at December 31, 2020 to $3,259,604 at December 31, 2021 as follows: 12/31/21 12/31/20 Loans from related parties $ 103,640 $ 104,762 Convertible notes payable, related party 70,392 50,094 Short-term convertible notes payable, net 1,637,812 999,406 Convertible notes payable in default 32,000 32,000 Short-term notes payable 15,989 16,957 Derivative liability 1,384,775 1,479,530 Long-term convertible notes payable, related party 14,996 10,080 Totals $ 3,259,604 $ 2,692,829 Loans from related parties 2020 Loans from related parties consists of a $5,000 advance made by an officer of the Company and $99,762 owed to the Twenty-Second Trust. We also owe $69,973 to another officer for loans he made to the company. The notes bear interest at 5% and may convert at $0.0025 per share. 2021 Loans from related parties consists of a $5,000 advance made by an officer of the Company and $98,640 owed to the Twenty-Second Trust. Convertible notes payable – related party, net 2020 At December 31, 2020 we owed $50,318 of related-party notes which are convertible into common stock, of which $33,801 is owed to David LaMountain, Our Chief Operating Officer and $16,517 to Dr. Jon Leonard, our Chief Executive Officer. At December 31, 2020, unamortized discounts amounted to $224. 2021 Short-term portion - At December 31, 2021, we owed $70,392 of related-party notes which are convertible into common stock, of which $69,973 is owed to David LaMountain, Our Chief Operating Officer and $419 to Dr. Jon Leonard, our Chief Executive Officer. As of December 31, 2021, all discounts on this items had been fully amortized. During the year ended December 31, 2021, we amortized $26,316 of discounts to interest expense from this category. Long-term portion - Additionally at December 31, 2021, we owed $40,000 to ArKnet. Unamortized discounts at December 31, 2021 was $25,004 (for a net of $14,996). During the year ended December 31, 2021, we amortized $7,662 from this category. Short-term convertible notes payable – third-party, net 2020 Unpaid principal on short-term convertible notes payable at December 31, 2020 was $1,487,919, net of discounts of $488,513 (or $999,406). We had three convertible promissory notes which are in default at December 31, 2020 totaling $32,000. There are no discount balances on these notes. During the year ended December 31, 2020 we had the following debt activity: · We issued ten convertible promissory notes to a Arknet, a related party, with aggregate proceeds of $488,000. The notes mature at various times during 2021 and bear interest at 5%. In September 2020, we issued 290,397 Series F Preferred Stock (See Note 4) in retirement of all ten of these promissory notes, plus two written in 2019 in the aggregate amount of $122,500. · We issued two convertible promissory notes to a related party in the aggregate amount of $36,172 in exchange for expenses paid on behalf of the Company. The notes mature on October 2, 2021 and bear interest at 5% (rate upon default: 10%). These notes have a conversion price of $0.002 per share. · On July 21, September 2 and December 10, 2020, we issued three convertible promissory notes in the aggregate amount of $660,000, receiving $600,000 in proceeds. The notes mature on July 27, September 2 and December 10, 2021 and bear interest at 8% (24% default rate). They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. 2021 Unpaid principal on short-term convertible notes payable at December 31, 2021 was $2,137,349, net of discounts of $499,537 (or $1637,812). We have three convertible promissory notes which are in default at December 31, 2021 totaling $32,000. There are no discount balances on these notes. During the year ended December 31, 2021 we issued 220,978,521 shares to convert five outstanding convertible notes in their entirety and 220,978,521 shares to convert a portion of another. We reduced unpaid principal by $1,045,000 and unpaid interest by $45,045. There was no gain or loss related to the conversions. During the year ended December 31, 2021, we issued the following promissory notes: · we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures February 17, 2022 and bears interest at 8% (24% default rate). They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. · we issued a promissory note in the amount of $520,000, receiving proceeds of $500,000 with a discount of $136,844. The note matures September 3, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $344,816 upon issuance consisting of 28,875 for the fair value of the 2,750,000 shares issued to entice the lender, an original issue discount of $20,000 and the initial derivative of $295,941. We amortized $283,590 of this discount to interest expense during the year ended December 31, 2021. · we issued a convertible note to a software developer to convert $247,426 of outstanding accounts payable into a convertible note. The initial derivative associated with this instrument was $109,247 of which we have amortized $55,248 as of December 31, 2021. The note is convertible at $0.008265 and is due September 3, 2022. · we issued a promissory note in the amount of $520,000, receiving proceeds of $500,000. The note matures August 17, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $338,842 upon issuance consisting of 23,650 for the fair value of the 2,750,000 shares issued to entice the lender, an original issue discount of $20,000 and the initial derivative of $295,192. We amortized $87,035 of this discount to interest expense during the year ended December 31, 2021. · we issued a promissory note in the amount of $220,000, receiving proceeds of $208,000. The note matures December 28, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. We recorded a discount of $139,695 upon issuance consisting of $4,290 for the fair value of the 1,100,000 shares issued to entice the lender, an Original issue discount of $7,000, $5,000 of associated legal fees and the initial derivative of $123,405. We amortized $7,189 of this discount to interest expense during the year ended December 31, 2021. During the years ended December 31, 2020 and 2021, we amortized a total of $902,653 and $1,051,230, respectively, to interest expense from this category. Changes in Short-term convertible notes payable, net is as follows: US Dollar Denominated Notes US Dollar Denominated Discounts AU$ Denominated Notes Total Balance, December 31, 2020 $ 910,030 $ (488,513 ) $ 577,889 $ 999,406 Proceeds from new debt 1,416,000 - - 1,416,000 Original issue discounts 64,000 - - 64,000 Conversion to common stock (1,045,000 ) - - (1,045,000 ) Conversion from accounts payable to note payable 247,426 - - 247,426 New discounts - (1,069,443 ) - (1,069,443 ) Discount amortization - 1,058,419 - 1,058,419 Effect of changes in foreign currency - - (32,996 ) (32,996 ) Balance, December 31, 2021 $ 1,592,456 $ (499,537 ) $ 544,893 $ 1,637,812 Short-term notes payable At December 31, 2021, we owed AU$22,000 (US$15,989) to three Australian investors on promissory notes which contain no conversion privileges. Long-term convertible notes payable, net There are no long-term convertible notes payable as all convertible notes have been reclassified either to short-term or in-default. Imputed Interest Certain of our promissory notes bear no nominal interest. We therefore imputed interest expense and increased Additional Paid in Capital. For the year ended December 31, 2021, we imputed 10,701 of such interest. Of this amount, $179 is imputed on amounts owed to Jon Leonard, our Chief Executive Officer, and $10,522 was imputed on twenty eight outstanding loans in Australia. Derivative liabilities The above-referenced convertible promissory notes issued during the year ended December 31, 2021 were analyzed in accordance with EITF 07–05 and ASC 815. EITF 07–5, which is effective for fiscal years beginning after December 15, 2009, and interim periods within those fiscal years. The objective of EITF 07–5 is to provide guidance for determining whether an equity–linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception under Paragraph 11(a) of ASC 815 which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non–derivative instrument that falls within the scope of EITF 00–19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non–derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. The EITF reached a consensus that would establish a two–step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. Derivative financial instruments should be recorded as liabilities in the consolidated balance sheet and measured at fair value. For purposes of this engagement and report, we utilized fair value as the basis for formulating our opinion which has been defined by the Financial Accounting Standards Board (“FASB”) as “the amount for which an asset (or liability) could be exchanged in a current transaction between knowledgeable, unrelated willing parties when neither party is acting under compulsion”. The FASB has provided guidance that its definition of fair value is consistent with the definition of fair market value in IRS Rev. Rule 59–60. The Company issued certain fixed-rate convertible Subscription Notes from 2015 through December 31, 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. The Convertible Note derivatives were valued as of issuance; conversion; redemption/settlement; and each quarterly period from March 31, 2018 through December 31, 2021. The following assumptions were used for the valuation of the derivative liability related to the Notes: · The stock price of $0.0060 to $0.00450 in this period would fluctuate with the Company projected volatility. · The notes convert with variable conversion prices based on the percentages of the low or average trades or bids over 20 to 25 trading days. · The effective discounts rates estimated throughout the periods are 37%. · The Holder would automatically convert the note before maturity if the registration was effective and the company was not in default. · The projected annual volatility for each valuation period was based on the historic volatility of the company are 143.0% – 178% (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 six instruments issued during the year ended December 31, 2021 range from 7% to 564%. The effective interest rates for the fifteen instruments issued during the year ended December 31, 2020 range from 49% to 132%. At each reporting date, we determine the fair market value for each derivative associated with each of the above instruments. At December 31, 2021, we determined the fair value of these derivatives were $1,384,775. Changes in outstanding derivative liabilities are as follows: Balance, December 31, 2019 $ 1,479,530 Changes due to new issuances 981,295 Changes due to extinguishments (650,208 ) Changes due to adjustment to fair value (425,842 ) Balance, December 31, 2019 $ 1,384,775 |
Litigation Gains and Losses
Litigation Gains and Losses | 12 Months Ended |
Dec. 31, 2021 | |
Litigation Gains and Losses | |
Note 6 - Litigation Gains and Losses | Note 6 – Litigation Gains and Losses 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Note 7 - Income Taxes | Note 7 – Income Taxes Deferred income taxes reflect the tax consequences on future years of differences between the tax bases: 12/31/21 12/31/20 Net operating loss carry-forward $ 8,095,091 $ 6,114,681 Deferred tax asset $ 1,699,969 $ 1,284,083 Valuation allowance (1,699,969 ) (1,284,083 ) Net future income taxes $ - $ - Deferred taxes for 2021 and 2020 are calculated using a marginal tax rate of 21%. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of future tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Management has provided for a valuation allowance on all of its losses as there is no assurance that future tax benefits will be realized. Our tax loss carry-forwards will begin to expire in 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Note 8 - Subsequent Events | Note 8 – Subsequent Events On January 13, 2022, we issued 1,000,000 shares in conversion of one Australian convertible promissory note. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Organization and Nature of Business | History Tautachrome, Inc. was formed in Delaware on June 5, 2006 as Caddystats, Inc. and hereinafter collectively referred to as “Tautachrome”, the “Company”, “we’ or “us”). The Company adopted the accounting acquirer’s year end, December 31. Our Business Tautachrome operates in the internet applications space, uniquely exploiting the technologies of the Augmented Reality sector, the blockchain/cryptocurrency sector and the smartphone picture and video technology sector. We have high-speed blockchain concepts under development aiming to couple with the Company’s revolutionary patents and licensing in augmented reality, smartphone-image authentication and imagery-based social networking interaction. Tautachrome is currently pursuing three main avenues of business activity based on our patented activated imaging technology, our blockchain cryptocurrency products, and our licensing of the 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 |
Basis of Presentation | The Company’s financial statements are presented in accordance with accounting principles generally accepted (GAAP) in the United States. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. |
Principles of Consolidation | Our consolidated financial statements include Tautachrome, Inc. and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We regularly evaluate estimates and assumptions related to the recoverability of long-lived assets, valuation of convertible debentures, assumptions used to determine the fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | The Company considers all highly liquid investments with an initial maturity of 3 months or less to be cash equivalents. The Company maintains its deposits with high quality financial institutions and, accordingly, believes its credit risk exposure associated with cash is remote. There were no cash equivalents as of December 31, 2021 and 2020. |
Earnings Per Share | Basic earnings per common share is computed by dividing net earnings or loss (the numerator) by the weighted average number of common shares outstanding during each period (the denominator). Diluted earnings per common share is similar to the computation for basic earnings per share, except that the denominator is increased by the dilutive effect of stock options outstanding and unvested restricted shares and share units, computed using the treasury stock method. There are currently no common stock equivalents. |
Fair Value of Financial Instruments | We adopted the Financial Accounting Standards Board’s (FASB) Accounting Codification Standard No. 820 (“ASC 820), Fair Value Measurements and Disclosures Level 1 - Observable inputs such as quoted prices in active markets; Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. At December 31, 2021 and 2020, we had total liabilities of $4,779,104 and $3,992,194, respectively. Of this amount, only the derivative liabilities of $1,384,775 and 1,479,530, respectively ,were calculated using level 3 inputs. All other liabilities were calculated using level 1 inputs. |
Income Taxes | We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not. See Note 7 for our reconciliation of income tax expense and deferred income taxes as of and for the years ended December 31, 2021 and 2020. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | 12/31/21 12/31/20 Loans from related parties $ 103,640 $ 104,762 Convertible notes payable, related party 70,392 50,094 Short-term convertible notes payable, net 1,637,812 999,406 Convertible notes payable in default 32,000 32,000 Short-term notes payable 15,989 16,957 Derivative liability 1,384,775 1,479,530 Long-term convertible notes payable, related party 14,996 10,080 Totals $ 3,259,604 $ 2,692,829 |
Schedule of Convertible notes payable | US Dollar Denominated Notes US Dollar Denominated Discounts AU$ Denominated Notes Total Balance, December 31, 2020 $ 910,030 $ (488,513 ) $ 577,889 $ 999,406 Proceeds from new debt 1,416,000 - - 1,416,000 Original issue discounts 64,000 - - 64,000 Conversion to common stock (1,045,000 ) - - (1,045,000 ) Conversion from accounts payable to note payable 247,426 - - 247,426 New discounts - (1,069,443 ) - (1,069,443 ) Discount amortization - 1,058,419 - 1,058,419 Effect of changes in foreign currency - - (32,996 ) (32,996 ) Balance, December 31, 2021 $ 1,592,456 $ (499,537 ) $ 544,893 $ 1,637,812 |
Changes in outstanding derivative liabilities | Balance, December 31, 2019 $ 1,479,530 Changes due to new issuances 981,295 Changes due to extinguishments (650,208 ) Changes due to adjustment to fair value (425,842 ) Balance, December 31, 2019 $ 1,384,775 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Summary of deferred income taxes | 12/31/21 12/31/20 Net operating loss carry-forward $ 8,095,091 $ 6,114,681 Deferred tax asset $ 1,699,969 $ 1,284,083 Valuation allowance (1,699,969 ) (1,284,083 ) Net future income taxes $ - $ - |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) | ||
Derivative liabilities | $ 1,384,775 | $ 1,479,530 |
Total liabilities | $ 4,779,104 | $ 3,992,194 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Going Concern | ||
Net cash used in operating activities | $ (1,249,760) | $ (910,344) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 17, 2018 | Dec. 31, 2021 | Dec. 29, 2021 | Dec. 31, 2020 | Jan. 23, 2019 | Jan. 16, 2019 | Jan. 11, 2019 | |
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||
Related party accounts payable | $ 706,476 | ||||||
Series D preferred converted to common stock | 1,379,510,380 | ||||||
Preferred stock, shares authorized | 13,795,104 | ||||||
Office loan | $ 40,000 | ||||||
Prepaid expense | 17,857 | ||||||
Discount | 224 | ||||||
Due to related party | 103,640 | $ 104,762 | |||||
Due from related party | 69,973 | ||||||
Owed to related party | 70,392 | ||||||
Conversion of share price | $ 0.0025 | ||||||
Proceeds from convertible notes payable, related party | 40,000 | $ 488,000 | |||||
F Series Convertible Preferred Shares [Member] | September 1, 2020 [Member] | |||||||
Accrued interest | $ 14,735 | ||||||
Issuance of convertible notes | 290,397 | ||||||
Borrowed amount | 610,500 | ||||||
Debt instrument, principal amount | $ 610,500 | ||||||
Sonny Nugent [Member] | |||||||
Accrued Interest | 4,901 | ||||||
Accounts Payable - Related Party [Member] | |||||||
Due to related party | 600,000 | 400,000 | |||||
Accured salary | 92,000 | 95,000 | |||||
Lease obligation | 500,000 | 300,000 | |||||
Conversion of a crypto-note payable | 100,000 | 100,000 | |||||
Unreimbursed expenses | 12,392 | 13,998 | |||||
Other accrued related-party expenses | 2,084 | $ 1,315 | |||||
Dr. Leonard [Member] | Convertible note payable, related party [Member] | |||||||
Conversion of share price | $ 1 | ||||||
Accrued interest | 60,000 | ||||||
Retired Shares | 150,000,000 | ||||||
Imputed interest expenses | 177 | ||||||
Repayment | 22,098 | ||||||
Compensation paid | $ 43,000 | ||||||
Compenstion rate | 5.00% | ||||||
Other amount | $ 419 | ||||||
Repayment of related party debt | 60,000 | ||||||
Unpaid compensation | $ 92,000 | ||||||
Former Chief Executive Officer [Member] | |||||||
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 | $ 99,059 | $ 35,208 | |||||
Convertible Promissory Note One [Member] | Loans from Related Parties [Member] | |||||||
Accrued interest | 80,107 | 80,107 | |||||
Advance for promissory note | $ 5,000 | $ 5,000 | |||||
Conversion of Convertible Preferred Class B shares | 39,312 | 39,312 | |||||
Cash loan | $ 18,533 | $ 19,655 | |||||
ARKnet [Member] | Agreement [Member] | |||||||
License fees | $ 100,000 | ||||||
Annual maintenance fees years 2020 and 2021 | 200,000 | ||||||
Annual maintenance fees years 2022 and 2023 | 300,000 | ||||||
Annual maintenance fees years 2024 | $ 400,000 | ||||||
Net sales percentage | 7.50% | ||||||
Accured license fees | 500,000 | ||||||
Crypto-note | $ 100,000 | ||||||
ARKnet [Member] | Ten Promissory Note Two [Member] | |||||||
Interest rate | 5.00% | 5.00% | |||||
ARKnet [Member] | Convertible Promissory Note One [Member] | |||||||
Conversion of share price | $ 0.006 | ||||||
Unamortized discounts | $ 25,004 | $ 14,996 | |||||
Proceeds from convertible notes payable, related party | $ 40,000 | $ 488,000 |
Capital (Details Narrative)
Capital (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Principal reduction | $ 770,081 | ||
Shares issued for cash | 1,750,000 | ||
Settelment for common stock | 50,000,000 | ||
Principal amount of converted shares | $ 1,045,000 | ||
Shares to Convert Preferred D series | 1,379,510,380 | ||
Series E Preferred shares issued | 40,000 | ||
Series E Preferred shares par value | $ 0.0001 | ||
Voting rights | $ 0.00001 | ||
Aggregated principal amount | 1,125,000 | ||
Imputed interest, rate | 8.00% | ||
Imputed interest | $ 10,701 | $ 13,678 | |
Debt conversion converted | 3,007,519 | 6,600,000 | 616,014,358 |
Preferred stock, shares authorized | 13,795,104 | ||
Shares issued on conversion of Series D preferred | 1,379,510,380 | ||
Common stock shares issued for cash, shares | 150,000,000 | 1,837,000 | |
Derivative amount | $ 782,976 | ||
Shares issued for cash, amount | 3,500 | ||
Consultant, amount | $ 7,125 | 20,000 | |
Stock Payable account | 46,060 | ||
Loss on debt conversions | 0 | 37,267 | |
Debt conversion, converted instrument, principal | $ 1,090,045 | 849,361 | |
Convertible promissory note [Member] | |||
Loss on debt conversions | $ 37,267 | ||
Debt conversion converted instrument shares issued | 295,898,288 | 560,931,025 | |
Debt conversion, converted instrument, principal | $ 32,000 | ||
Reduction on conversion of debt | 45,045 | $ 42,016 | |
Decrease in derivative liability | 782,972 | ||
Convertible Notes Payable [Member] | July 22, 2019 [Member] | |||
Debt conversion, converted instrument, principal | 520,000 | 162,750 | |
Consultant Member [Member] | |||
Shares issued for cash, amount | $ 2,118,525 | $ 20,000 | |
Consultant for development services, shares | 214,125,000 | 3,333,333 | |
General and Administrative Expenses | $ 2,118,525 | ||
Accrued expense | 2,111,400 | ||
Accrued payable | $ 107,000 | ||
Stock Payable | |||
Preferred stock, shares authorized | 40,000 | ||
Consultant, amount | $ 28,300 | ||
Stock Payable account | 4,563 | ||
Consultant payment | 3,500,000 | ||
Stock Payable | 10,586 | ||
Marketing consultant fees | $ 25,000 | ||
Imputed Interest loan | 8.00% | ||
Accrued expenses | 1,837,000 | ||
Stock payables for tax | 2,142,857 | ||
Stock Payable for individual | 10,586 | ||
Accured consultant payables | $ 3,862 | ||
Consultant, shares | 3,655,666 | ||
Accured consultant for development services | $ 98,575 | ||
Consultant for development services, shares | 83,351,522 | ||
Consultant for development services, amount | $ 526,075 | ||
Accured consultant services | 56,815 | 20,000 | |
Accured development-related activities | $ 4,563 | ||
Series F Preferred Shares [Member] | Arknet [Member] | |||
Debt conversion converted instrument shares issued | 1,000 | ||
Accrued interest | 109,247 | $ 14,735 | |
Debt conversion, converted instrument, principal | $ 247,426 | $ 610,500 | |
Common stock shares issued for cash, shares | 290,397 | ||
F Series Convertible Preferred Shares [Member] | Arknet [Member] | |||
Debt conversion converted instrument shares issued | 290,397 | ||
Debt conversion, converted instrument, principal | $ 122,500 |
Debt (Details)
Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt | ||
Loans from related parties | $ 103,640 | $ 104,762 |
Convertible notes payable, related party | 70,392 | 50,094 |
Short-term convertible notes payable, net | 1,637,812 | 999,406 |
Convertible notes payable in default | 32,000 | 32,000 |
Short-term notes payable | 15,989 | 16,957 |
Derivative liability | 1,384,775 | 1,479,530 |
Long-term convertible notes payable, related party | 14,996 | 10,080 |
Totals | $ 3,259,604 | $ 2,692,829 |
Debt (Details 1)
Debt (Details 1) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Short-term convertible notes payable, net, beginning | $ 999,406 |
Proceeds from new debt | 1,416,000 |
Original issue discounts | 64,000 |
Conversion to common stock | (1,045,000) |
Conversion from accounts payable to note payable | 247,426 |
New discounts | (1,069,443) |
Discount amortization | 1,058,419 |
Effect of changes in foreign currency | (32,996) |
Short-term convertible notes payable, net, ending | 1,637,812 |
US Dollar Denominated Notes | |
Short-term convertible notes payable, net, beginning | 910,030 |
Proceeds from new debt | 1,416,000 |
Original issue discounts | 64,000 |
Conversion to common stock | (1,045,000) |
Conversion from accounts payable to note payable | 247,426 |
New discounts | 0 |
Discount amortization | 0 |
Effect of changes in foreign currency | 0 |
Short-term convertible notes payable, net, ending | 1,592,456 |
AU$ Denominated Notes | |
Short-term convertible notes payable, net, beginning | 577,889 |
Proceeds from new debt | 0 |
Original issue discounts | 0 |
Conversion to common stock | 0 |
Conversion from accounts payable to note payable | 0 |
New discounts | 0 |
Discount amortization | 0 |
Effect of changes in foreign currency | (32,996) |
Short-term convertible notes payable, net, ending | 544,893 |
US Dollar Denominated Discounts | |
Short-term convertible notes payable, net, beginning | 488,513 |
Proceeds from new debt | 0 |
Original issue discounts | 0 |
Conversion to common stock | 0 |
Conversion from accounts payable to note payable | 0 |
New discounts | (1,069,443) |
Discount amortization | 1,058,419 |
Effect of changes in foreign currency | 0 |
Short-term convertible notes payable, net, ending | $ 499,537 |
Debt (Details 2)
Debt (Details 2) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Debt | |
Opening Balance | $ 1,479,530 |
Changes due to new issuances | 981,295 |
Changes due to extinguishments | (650,208) |
Changes due to adjustment to fair value | (425,842) |
Ending balance | $ 1,384,775 |
Debt (Details Narrative)
Debt (Details Narrative) | Dec. 10, 2020USD ($) | May 05, 2020shares | Oct. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)integer$ / sharesshares | Sep. 30, 2020shares | Jan. 23, 2019 | Jan. 16, 2019 | Jan. 11, 2019 |
Default rate | 24.00% | ||||||||
Due to related parties | $ 50,318 | ||||||||
Related party notes convertible into common stock | 33,801 | ||||||||
Due to related parties notes | $ 70,392 | ||||||||
Interest rate | 5.00% | ||||||||
Issued F Preferred Stock | shares | 290,397 | ||||||||
Convertible debt short term | $ 2,137,349 | ||||||||
Discount | 344,816 | ||||||||
Issuance promissory note | 28,875 | ||||||||
Promissory notes | 15,989 | ||||||||
Promissory note fair value | 2,750,000 | ||||||||
Promissory note amortized | 283,590 | ||||||||
Receiving proceeds | 520,000 | ||||||||
Convertible note amortized | $ 55,248 | ||||||||
Fair value of Promissory note | shares | 23,650 | ||||||||
Fair value Promissory shares issued | shares | 2,750,000 | ||||||||
Promissory issue discount | $ 20,000 | ||||||||
Promissory issue amortized | $ 87,035 | ||||||||
Promissory note Issued | shares | 220,000 | ||||||||
Interest rate | 8.00% | ||||||||
Interest convertible | 63.00% | ||||||||
Discounts On Notes 1 | $ 139,695 | ||||||||
Fair value On Notes 1 | shares | 1,100,000 | ||||||||
Fair value On Notes amount | $ 4,290 | ||||||||
Original issue discount on notes | 7,000 | ||||||||
Associated legal fees | 5,000 | ||||||||
Initial derivative notes | 123,405 | ||||||||
Notes amortized | 7,189 | ||||||||
Outstanding loans | 10,522 | ||||||||
Imputed Interest on promissory notes | $ 10,701 | ||||||||
Penalties | 50.00% | ||||||||
Common shares settled | shares | 50,000,000 | ||||||||
Interest expense, debt | $ 902,653 | 1,051,230 | |||||||
Convertible Debt, amount | 3,259,604 | 2,692,829 | |||||||
Unpaid principal | $ 2,173,349 | $ 1,487,919 | |||||||
Interest rate | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||
Loans from related parties | $ 103,640 | $ 104,762 | |||||||
Due from related party | 69,973 | ||||||||
Discounts to interest expense | 26,316 | ||||||||
Net Discount | 499,537 | ||||||||
Debt discount | 20,000 | ||||||||
Advance from related party | 344,816 | ||||||||
Fair value on derivatives | 1,384,775 | 1,479,530 | |||||||
Initial derivative | 295,941 | ||||||||
Accrued interest | 179 | 0 | |||||||
Default Convertible note payable | 488,513 | $ 999,406 | |||||||
Conversion price | $ / shares | $ 0.0025 | ||||||||
Aggregate amount | 1,090,045 | $ 812,094 | |||||||
Imputed interest | 10,701 | 13,678 | |||||||
Convertible notes payable, default | 32,000 | 32,000 | |||||||
Convertible note | 1,090,045 | 849,361 | |||||||
Debt discount | 1,092,397 | 902,653 | |||||||
September 1, 2020 [Member] | F Series Convertible Preferred Shares [Member] | |||||||||
Due to related party | 14,735 | ||||||||
CEO[Member] | |||||||||
Convertible Debt, amount | 7,662 | $ 14,300 | |||||||
Interest rate | 5.00% | ||||||||
Loans from related parties | 5,000 | $ 5,000 | |||||||
Conversion price | $ / shares | $ 0.0025 | ||||||||
Loans to another officer | $ 69,973 | ||||||||
Owed, amount | 98,640 | 99,762 | |||||||
Due to related party | 69,973 | ||||||||
Arknet [Member] | Series F Preferred Shares [Member] | |||||||||
Convertible note | 247,426 | $ 610,500 | |||||||
Debt conversion converted instrument shares issued | shares | 1,000 | ||||||||
Due to related party | 109,247 | $ 14,735 | |||||||
Arknet [Member] | F Series Convertible Preferred Shares [Member] | |||||||||
Accrued interest | 36,172 | ||||||||
Convertible note | $ 122,500 | ||||||||
Debt conversion converted instrument shares issued | shares | 290,397 | ||||||||
Convertible promissory note [Member] | |||||||||
Initial derivative | 295,192 | ||||||||
Debt conversion original debt amount | shares | 220,978,521 | ||||||||
Unpaid principal | shares | 1,045,000 | ||||||||
Convertible note | $ 32,000 | ||||||||
Debt conversion converted instrument shares issued | shares | 295,898,288 | 560,931,025 | |||||||
Notes Payable, Other Payables [Member] | |||||||||
Convertible Debt Current | $ 1,487,919 | ||||||||
Convertible Debt Discount | $ 488,513 | ||||||||
Convertible Note Derivatives [Member] | |||||||||
Notes redemption, description | The effective interest rates on the six instruments issued during the year ended December 31, 2021 range from 7% to 564%. The effective interest rates for the fifteen instruments issued during the year ended December 31, 2020 range from 49% to 132%. | The notes mature on October 2, 2021 and bear interest at 5% (rate upon default: 10%). These notes have a conversion price of $0.002 per share. | |||||||
Convertible Notes Payable [Member] | |||||||||
Accrued interest | $ 42,016 | ||||||||
Imputed interest | 10,518 | ||||||||
Convertible notes payable, default | 32,000 | ||||||||
Debt discount | $ 838,024 | ||||||||
Convertible Notes Payable [Member] | July 22, 2019 [Member] | |||||||||
Interest rate | 63.00% | 0.08% | |||||||
Original issue discount | $ 136,844 | ||||||||
Convertible note | 520,000 | $ 162,750 | |||||||
Net proceeds | $ 500,000 | ||||||||
Common stock price | 63.00% | ||||||||
Convertible Notes Payable [Member] | July 9, 2019 [Member] | |||||||||
Convertible Debt, amount | $ 220,000 | $ 32,000 | |||||||
Interest rate | 0.08% | ||||||||
Conversion price | $ / shares | $ 0.00450 | ||||||||
Common stock price | $ / shares | $ 0.0060 | ||||||||
Convertible Promissory Note One [Member] | ARKnet [Member] | |||||||||
Unpaid principal | $ 14,996 | ||||||||
Conversion price | $ / shares | $ 0.006 | ||||||||
Long term brrowing | $ 40,000 | ||||||||
Unamortized discounts | $ 25,004 | ||||||||
Ten Promissory Note Two [Member] | ARKnet [Member] | |||||||||
Unpaid principal | $ 488,000 | ||||||||
Interest rate | 5.00% | 5.00% | |||||||
Maturity date, description | The note matures August 17, 2022 and bears interest at 8%. They are convertible at 63% of the lowest closing bid price during the twenty days preceding the conversion. | The notes mature between June 24, 2021 and January 15, 2022 | |||||||
Two Convertible promissory note [Member] | |||||||||
Convertible note | $ 660,000 | $ 220,000 | |||||||
Net proceeds | $ 600,000 | $ 208,000 | |||||||
Interest rate | 8.00% | 8.00% | |||||||
Four Promissory Note [Member] | October 15, 2020 and November 24, 2020 [Member] | |||||||||
Lending, amount | $ 176,000 | ||||||||
Minimum [Member] | |||||||||
Conversion price | $ / shares | $ 0.0060 | $ 0.0025 | |||||||
Original issue discount | $ 5 | ||||||||
Convertible note average trades or bids | 20 years | ||||||||
Financing increase | 1.00% | ||||||||
Effective interest rates | 7.00% | 49.00% | |||||||
Minimum [Member] | Convertible Note Derivatives [Member] | |||||||||
Interest rate | 63.00% | 0.07% | |||||||
Conversion Price | $ / shares | $ 0.002 | ||||||||
Stock price per share | $ / shares | $ 0.00630 | ||||||||
Notes conversion trading days | integer | 20 | ||||||||
Estimated effective discount rate | 0.37% | ||||||||
Volatility rate | 1.11% | ||||||||
Maximum [Member] | |||||||||
Net Discount | $ 1,637,812 | ||||||||
Original issue discount | $ 10 | ||||||||
Convertible note average trades or bids | 25 years | ||||||||
Financing increase | 5.00% | ||||||||
Effective interest rates | 564.00% | 132.00% | |||||||
Event of default time Increaseing | 20.00% | ||||||||
Maximum [Member] | Convertible Note Derivatives [Member] | |||||||||
Interest rate | 8.00% | 3.45% | |||||||
Stock price per share | $ / shares | $ 0.00830 | ||||||||
Notes conversion trading days | integer | 25 | ||||||||
Estimated effective discount rate | 143.00% | 0.42% | |||||||
Volatility rate | 178.00% | 1.85% | |||||||
Chief Operating Officer [Member] | |||||||||
Related party notes convertible into common stock | $ 16,517 | ||||||||
Unamortized discounts | $ 224 | ||||||||
Board Member [Member] | |||||||||
Interest rate | 0.05% | ||||||||
Conversion price | $ / shares | $ 0.008265 | $ 0.0025 | |||||||
Due to related party | $ 520,000 | $ 5,000 | |||||||
Convertible note payable | 500,000 | 58,164 | |||||||
Advance loans | 338,842 | 5,000 | |||||||
Loans from Related Parties [Member] | Convertible Promissory Note One [Member] | |||||||||
Due to related party | $ 80,107 | $ 80,107 | |||||||
Debt conversion converted instrument shares issued | shares | 39,312 | 39,312 |
Litigation Gains and Losses (De
Litigation Gains and Losses (Details Narrative) - USD ($) | 1 Months Ended | |
May 05, 2020 | Oct. 10, 2017 | |
Decrease in litigation liability | $ 145,000 | |
McRae [Member] | ||
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 ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes (Details) | ||
Net operating loss carry-forward | $ 8,095,091 | $ 6,114,681 |
Deferred tax asset | 1,699,969 | 1,284,083 |
Valuation allowance | (1,699,969) | (1,284,083) |
Net future income taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Marginal tax rate | 21.00% |
Operating loss carry-forwards expiration year | begin to expire in 2022 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jan. 13, 2022shares |
Subsequent Event [Member] | |
Common stock shares issued | 1,000,000 |