TAUTACHROME INC. - Quarter Report: 2016 June (Form 10-Q)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016

FOR THE TRANSITION PERIOD FROM ___________ TO _____________.

Commission file number: 333-141907

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

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

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

The number of shares of the registrant’s common stock outstanding as of September 19, 2016, was 3,000,633,430.

TAUTACHROME, INC.

FORM 10-Q

INDEX

PART I – FINANCIAL INFORMATION

ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS

TAUTACHROME, INC.

CONSOLIDATED BALANCE SHEETS

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

TAUTACHROME, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

TAUTACHROME, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY / (DEFICIT)

(Unaudited)

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

TAUTACHROME, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

TAUTACHROME, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

JUNE 30, 2016

Note 1 – Organization and Nature of Business

History

Tautachrome, Inc. (formerly Roadships Holdings, Inc.)  was formed in Delaware on June 5, 2006 as Caddystats, Inc. (Tautachrome, Inc. and hereinafter be collectively referred to as  “Tautachrome”, the “Company”, “we’ or “us”).

The Company adopted the accounting acquirer’s year end, December 31.

Our Business

The Division operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival –seemingly from out of nowhere- of wholly new business universes.

Click is developing a system branded “KlickZie” aimed at turning smartphones, including iPhones, Android phones and other smartphones, into trustable imagers and advanced communicators. Trustable imagers means that the pictures and videos can be trusted to be the original, untampered, un-Photoshopped pictures and videos made by the smartphone. Advanced communicators means that the pictures and videos can be used as living, trusted portals to communicate with others.

The KlickZie system concept consists of downloadable software able to securitize the imaging process in the smartphone, together with an advanced cloud system to authenticate KlickZie pictures and videos and to make possible imagery based communication among people who happen upon KlickZie pictures and videos. 

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

Consolidated Financial Statements

In the opinion of management, the accompanying financial statements includes all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows for the period ending June 30, 2016.  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, 2015, as reported in Form 10-K filed with the Securities and Exchange Commission on July 5, 2016.

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.

Reverse Merger and Successor / Predecessor Presentation

On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (“Click”), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones (See Note 6).  Because the shareholders of Click collectively control the Company immediately after the transaction, we deemed the transaction a reverse merger for accounting purposes.  In a reverse merger, Click is considered the acquirer  and Tautachrome is considered the acquiree.  Therefore, financial history of Click is presented instead of that of Tautachrome, Inc. From May 21, 2015 forward, the financial statements are those of Tautachrome, Inc. with all previously reported subsidiary activity and including the activity of Click.

Property, Plant and Equipment

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

Foreign Currency Risk

We currently have two subsidiaries operating in Australia.  At June 30, 2016 and December 31, 2015, we had $380 and $3,648 Australian Dollars, respectively ($282 and $2,657 US Dollars, respectively) deposited into Australian banks. 

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.

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 six months ended June 30, 2016 and 2015 as the effect of our potential common stock equivalents would be anti-dilutive.

Recent Accounting Pronouncements

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805) (“ASU 2015-16”). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In August, 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”). The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 31, 2016, including interim reporting periods with that reporting period.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. ASU 2015-03 requires an entity to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The new guidance will be applied retrospectively to each prior period presented. The Company is currently in the process of evaluating the impact of adoption of ASU 2015-03 on its balance sheets.

Note 3 – Going Concern

We have not begun our core operations in the technology industry and have not yet acquired the assets to enter this markets and we will require additional capital to do so.  There is no guarantee that we will acquire the capital to procure the assets to enter this markets or, upon doing so, that we will generate positive cash flows from operations.  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.

Note 4 – Related Party Transactions

For the six months ended June 30, 2016, we had the following transactions with the Twenty Second Trust (the “Trust”), the trustee of whom is Tamara Nugent, the wife of our major shareholder and former Chief Executive Officer, Micheal Nugent:

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%.

The outstanding balance due to the 22^nd Trust at June 30, 2016 is $31,279 and $8,827, respectively, for principal and interest.  At December 31, 2015, the outstanding balances were $80,108 and $6,637, respectively.

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 ("Jon") under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan. Jon made $41,000 in loans to the Company during the six months ended June 30, 2016.  The outstanding loan amount at June 30, 2016 and December 31, 2015 is $63,160 and $22,160, respectively.

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 $1,552 was recorded as additional paid-in capital for the six months ended June 30, 2016.  The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed.

On September 18, 2015, we entered into an agreement with Novagen Ingenium Inc, a Nevada corporation (“Novagen”) under which we agreed to sell to Novagen all of the transportation assets of Roadships which had, at the time of the exchange, carrying values of zero, for 2,000,000 shares of Novagen common stock. Shares of Novagen’s common stock are quoted under the symbol “NOVZ” on the OTC Pink operated by OTC Markets Group, Inc. Novagen’s controlling shareholder is Micheal Nugent who is on our Board of Directors and is a major shareholder.  Since the shares represent a transaction with a related party, we recorded the value of these shares at zero.

On August 9, 2015, we issued a $5,000 convertible promissory note to the brother of our Board Chairman and Chief Executive Officer in return for cash.  The terms of this note are provided in Note 7, subheading “Convertible Notes Payable”.

Note 5 – Capital

At June 30, 2016 and December 31, 2015, we had 3,000,633,430 and 2,987,633,430 common shares issued and outstanding, respectively, from a total of four billion authorized.

On April 20, 2015, the Registrant and Tamara Nugent, as trustee for Twenty Second Trust, entered into a Common Stock Repurchase Agreement  whereby the Trust agreed to sell 1,796,571,210 shares of the our common stock to the Company in exchange for the sum of $17,966 in the form a promissory note.

During the year ended December 31, 2015, we issued 6,156,179 shares for services to several consultants according to our agreements with them.  We valued these shares at the pre-merger valuation which was based on private equity raises done in 2013 and 2014 ($0.012 per share) and recorded an increase in Capital Stock and Additional Paid in Capital of $73,601.  Included in these shares were shares promised and accrued for before December 31, 2014.  We therefore reduced Common Stock Payable by $26,667 to zero.

On May 21, 2015, we issued 1,796,571,210 common shares to the shareholders of Click Evidence, Inc. in exchange for all the issued and outstanding shares of that Company (see Note 6), effecting the merger between Click and Roadships.

As described in Note 6, on January 15, 2016 we issued 13,000,000 common shares to acquire all of the members’ interests in Photosweep, LLC.  We valued the common stock at the grant date fair value, and included this amount in our acquisition cost of $353,600, or $0.027 per share. 

Imputed Interest

Certain of our promissory notes bear no nominal interest.  We therefore imputed interest expense and increase Additional Paid in Capital.  For the six months ended June 30, 2016, we imputed $5,214 of such interest.  We imputed $7,504 of such interest during the year ended December 31, 2015.

Beneficial Conversion Features

As discussed in Note 7,  we issued certain promissory notes in Australia and the United States containing beneficial conversion features, and we modified existing promissory notes in the United States which resulted in additional beneficial conversion features.  These new issuances and modifications resulted in an increase to Additional Paid in Capital of $249,054.  We recorded $405,954 of such beneficial conversion features during the year ended December 31, 2015.

Preferred Stock

On March 12, 2013, the Board of Directors authorized 4 shares of Class A Convertible Preferred Stock and 10,000,000 shares of Class B Convertible Preferred Stock.  Class A and B Convertible Preferred Stock have the following attributes:

Series A Convertible Preferred Stock

The Series A Preferred Stock is convertible into the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding at the time of conversion.

The Series A Preferred Stock voting rights are equal to the number of shares of Common Stock which equals 4 times the sum of: i) the total number of shares of Common Stock which are issued and outstanding, plus ii) the total number of shares of Series B Preferred Stocks which are issued and outstanding.

Series B Convertible Preferred Stock

Each share of Series B Preferred Stock is convertible at par value $0.0001 per share (the “Series B Preferred”), at any time, and/or from time to time, into the number of shares of the Corporation's common stock, par value $0.0001 per share (the "Common Stock") equal to the price of the Series B Preferred Stock ($2.50), divided by the par value of the Series B Preferred (par value of $0.0001 per share), subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate").

Based on the $2.50 price per share of Series B Preferred Stock, and a par value of $0.0001 per share for Series B Preferred each share of Series B Preferred Stock is convertible into 250,000 shares of Common Stock.

Each share of Series B Preferred Stock has 10 votes for any election or other vote placed before the shareholders of the Common stock.

The Preferred A stock has a stated value of $0.0001 and no stated dividend rate and is non-participatory.  The Series A and Series B has liquidation preference over common stock. The Voting Rights for each share of Series A is equal to 1 vote per share (equal to 4 times the number of common and Preferred B shares outstanding) and Series B Preferred Stock have 10 votes per shares.

The Holder has the right to convert the Preferred A and B to common shares of the Company with the Series A convertible to 4 times the number of common and Preferred B shares outstanding and Series B convertible to 250,000 common shares per Preferred B share. The Preferred Series A and Series B represents voting control based on management’s interpretation of the Company bylaws and Certificate of Designation.

There are no Series A or B Convertible Preferred Stock outstanding at June 30, 2016 or December 31, 2015.

Note 6 – Business Combination and Acquisitions

Acquisition of Click Evidence, Inc.

On May 21, 2015, we acquired all the issued and outstanding shares of Click Evidence, Inc. (“Click”), an emerging growth company existing under the laws of the State of Arizona that has developed and owns a patent pending trustable imaging technology for smartphones. Under the terms of the Acquisition, we issued 1,796,571,209 shares of our common stock from treasury in exchange for 14,239,705 shares of Click common stock. As a result of the Acquisition, Click has become a wholly-owned subsidiary of the Registrant.

The Roadships shares were issued by the Registrant at a deemed price of $0.0012 per share to 16 Click shareholders (the “Click Shareholders”) on the basis of 83.644 Roadships shares for each of the issued and then outstanding Click Shares. The number of Roadships shares issued for the Click Shares was determined by negotiation between the parties to the Acquisition and was approved by our board of directors as being fair and in the best interest of the Registrant.

As a result of the issuance of the Roadships shares, Dr. Jon N. Leonard, the President, Chief Executive Officer and a director of Click, has acquired sole voting and investment control over 1,387,829,545 shares of Roadships’ common stock, representing 46.4% voting control of the Registrant. At the time of the Acquisition, Dr. Leonard directly owned 10,000,000 Click Shares and had sole voting and investment control over a further 1,000,000 Click Shares.

We deemed the transaction a reverse merger and recorded no goodwill.

Assets and liabilities of Click Evidence are as follows:

Upon merging the two companies, we closed all historical operating results prior to the reverse merger date of May 21, 2015 of Roadships and consolidated subsidiaries to Additional Paid in Capital.  Operating results and cash flows and historical equity presented in this report and subsequent reports will be that of Click Evidence, Inc.

Sale of Roadships Holdings’ Assets

On September 18, 2015, we entered into an agreement with Novagen Ingenium Inc, a Nevada corporation (“Novagen”) under which we agreed to sell to Novagen all of the transportation assets of Roadships which had, at the time of the exchange, carrying values of zero, for 2,000,000 shares of Novagen common stock. Shares of Novagen’s common stock are quoted under the symbol “NOVZ” on the OTC Pink operated by OTC Markets Group, Inc. Novagen’s controlling shareholder is Micheal Nugent who is on our Board of Directors and is a major shareholder.  Since the shares represent a transaction with a related party, we recorded the value of these shares at zero.

The description of the terms and conditions of the Share Exchange Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Exchange Agreement, which to Form 8-K filed with Commission on September 21, 2015 and is herein incorporated by reference.

The sale of these assets to Novagen was completed on September 18, 2015. As a result, Novagen has acquired all of the Transport Assets and we have exited the transport and shipping business. Management intends to focus all the resources of the registrant on the development and commercialization of its smartphone imaging technology.

Acquisition of Photosweep, LLC.

On January 15, 2016, we acquired all of the members’ interests of Photosweep, LLC (“Photosweep”), an Arizona limited liability company.

Under the terms of the Acquisition, the Registrant paid $39,000 and issued 13,000,000 shares of its common stock to acquire all the members’ interests in Photosweep from Jeremy Snyder, Sara Snyder, Richard and Candice Snyder, Quazar Enterprises Limited and Carrington Capital Group Limited.

We valued the common stock at the grant date fair value, and recorded an acquisition cost of $353,600, or $0.027 per share.  We are currently amortizing these costs over a three year period and will evaluate the asset for impairment at year end once we determine the nature and scope of the revenue-generation potential of Photosweep.  For the six months ended June 30, 2016, we amortized $59,517 of this intangible asset to expenses.

Note 7 – Debt

Our debt in certain debt categories went from $632,697 at December 31, 2015 to $789,201 at June 30, 2016 as follows:

Imputed Interest

Certain of our promissory notes bear no nominal interest.  We therefore imputed interest expense and increase Additional Paid in Capital.  For the six months ended June 30, 2016, we imputed $5,214 of such interest.  We imputed $7,504 of such interest during the year ended December 31, 2015.

Loans from related parties

Loans from related parties went from $80,108 at December 31, 2015 to $113,806 at June 30, 2016, for an increase of $33,698.  We borrowed $16,729 in cash from the 22^nd Trust.  In addition, the 22^nd Trust paid certain costs totaling $22,560 on our behalf out of convenience and we repaid $7,101 to the 22^nd Trust.  Finally, we recorded a foreign exchange adjustment of $1,186 to that account at June 30, 2016.

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 (“Jon”) under which the Company may borrow such money from Jon as Jon in his sole discretion is willing to loan.  During the six months ended June 30, 2016, we borrowed $41,000 from Jon.  At June 30, 2016 and December 31, 2015, principal due on this loan was $63,160 and $22,160, respectively.   We evaluated this instrument for the existence of a beneficial conversion feature and determined that none existed.

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 $1,552 was recorded as additional paid-in capital for the six months ended June 30, 2016.  The Company evaluated Dr. Leonard’s note for the existence of a beneficial conversion feature and determined that none existed.

Short-Term Convertible notes payable

Short-term convertible notes payable went from $409,456 to $670,390, for an increase of $260,934.

During the six months ended June 30, 2016, we borrowed AU$192,600 (about US$141,625) from 19 accredited investors in Australia.  These promissory notes can be converted into shares of our common stock at the rate of AU$0.01 per share.  These notes are callable by the maker at any time and bear interest at 5%.  We evaluated these notes for beneficial conversion features and calculated a value of $133,278, all of which has been immediately expensed as interest expense as the notes are due on demand.

At June 30, 2016, we had outstanding 124 such Australian convertible promissory notes, all of which have the same interest and conversion provisions.  The aggregate unpaid principal on these instruments at June 30, 2016 and December 31, 2015 was $754,733 and $562,133, respectively.  These instruments can convert into a maximum of 80,873,300 shares.  No cash interest or principal payments have made, nor have any debt balances been converted to equity as of June 30, 2015.  We accrued an aggregate of $13,547 in interest on these notes for the six months ended June 30, 2016.  At that date, accumulated, unpaid interest amounted to $19,506. 

We reclassified $100,000 of unpaid principal on eight convertible promissory notes from long-term to short-term as their maturity dates are less than one year from the balance sheet date.

Finally, we recorded a foreign exchange loss to Other Comprehensive Income in the amount of $9,309.

For the six months ended June 30, 2016, we amortized $154,839 of debt discounts to interest expense.

Long-Term Convertible Notes Payable

Long-term convertible notes payable went from $110,000 to $18,500, for a decrease of $91,500.

During the six months ended June 30, 2016, we borrowed $18,500 from three accredited investors in the United States.  These notes bear interest at 5% and are due eighteen months from the date of the note (all of which mature during the first quarter of 2017).  These three new promissory notes contain conversion privileges which vary depending upon the note date, but they may convert into an aggregate of 63,489,033 shares.  We evaluated these promissory notes for beneficial conversion features and determined that they contain such features with a value of $5,776 which are being accounted for as a debt discount.

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

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

One of the seven accredited investors included in the above paragraph is the brother of our Board Chairman and Chief Executive Officer, Dr. Jon Leonard.  This $5,000 related-party convertible promissory note is dated August 9, 2015, matures on February 26, 2017, pays interest at 5%, and may convert into 1,020,408 common shares. 

During the six months ended June 30, 2016, we also reclassified $100,000 of long-term convertible debt to short-term as their maturity dates are less than one year from the balance sheet date.

For the six months ended June 30, 2016, we amortized $1,224 of long-term debt discounts to interest expense.

The maximum aggregate amount of shares into which all convertible debt, long-term and short, may convert into common shares is 144,362,333.

Short-term notes payable

Short-term notes payable increased from $16,025 to $16,335 which was all due to foreign exchange effect.

Derivative liability

The above-referenced eight convertible promissory notes issued during the year ended December 31, 2015 (and which were re-negotiated on January 1, 2016)  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.

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.

In valuing the derivatives, the following inputs were assumed:

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, through December 31, 2015, 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 these seven instruments range from 5.0% to 10.6%.

At each reporting date, we determine the fair market value for each derivative associated with each of the seven above instrument.  At December 31, 2015, we determined the fair value of these derivatives were $23,812.  We therefore included the difference in the Statement of Operations as “Change in Fair Value of Derivatives” for the year ended December 31, 2015.

On January 1, 2016, we re-negotiated these notes with the creditors in order to remove the provisions in the notes which caused the derivative liability, namely the ratchet provisions which stipulate that the creditor may adjust the conversion price based on prices granted in subsequent capital raises.  In re-negotiating this contract provision, we granted the creditors new conversion prices instead of the ratchet provisions.  We therefore removed the derivative liability at December 31, 2015 on January 1, 2016 (whose one-day difference did not result in a change in fair value), and recorded an increase to Additional Paid in Capital of $18,760.

Changes in derivative liabilities for the year ended December 31, 2015 and the six months ended June 30, 2016 are as follows:

Note 8 – Income Taxes

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

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

Our tax loss carry-forwards will begin to expire in 2030.

Note 9 – Subsequent Events

We have evaluated subsequent events through the date of this report. 

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

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

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

Overview

Tautachrome operates in the internet applications space, a space uniquely able to embrace fast growing and novel business. The iPhone, Google, Facebook, Amazon, Twitter, Android, Uber and numerous other examples are reminders of the ability of the internet applications space to surprise us with the arrival of wholly new business universes seemingly from out of nowhere.

Tautachrome is currently pursuing three avenues of business activity:

Results of Operations - Six months ended June 30, 2016 versus 2015

We had general and administrative expenses of $223,380 for the six months ended June 30, 2016 versus $210,456 for the same period in 2015, or a 6% increase, mostly due to the operation of our Photosweep subsidiary.

As discussed in Note 6 to the financial statements, we amortized $59,517 of the acquisition cost of Photosweep to income during the six months ended June 30, 2016. We had no such amortization in the previous year.

During the six months ended June 30, 2015 we had only a small amount of depreciation in Polybia Studios on miscellaneous equipment.

Interest expense increased from $4,618 in the six months ended June 30, 2015 to $183,354 during the same period in 2016. The increase is due to the inclusion of debts from Tautachrome which are not included in 2015.

During the six months ended June 30, 2016, we had Other Comprehensive Loss of $16,538 versus a gain of $65,565 during the same period in 2015, all of which are currency translation effects resulting from exchange rate differences between the U.S. and Australian dollars.

Results of Operations - Three months ended June 30, 2016 versus 2015

We had general and administrative expenses of $99,785 for the three months ended June 30, 2016 versus $171,765 for the same period in 2015, or a 42% decrease. During the second quarter of the previous year, we had expenditures relating to our reverse merger which we did not have in the current year.

We amortized $32,268 of the acquisition cost of Photosweep to expense during the three months ended June 30, 2016. We had no such amortization in the previous year.

During the three months ended June 30, 2016, we had only a small amount of depreciation in Polybia Studios on miscellaneous equipment.

Interest expense increased from $4,180 in the three months ended June 30, 2015 to $39,741 during the same period in 2016. The increase is due to the inclusion of debts from Tautachrome which, in the current year accrued interest for a full six months, but for 2015 only accrued interest from the point of the reverse merger (May 21, 2015) to June 30, 2015.

During the three months ended June 30, 2016, we had Other Comprehensive Gain of $17,225 versus a gain of $65,565 during the same period in 2015, all of which are currency translation effects resulting from exchange rate differences between the U.S. and Australian dollars.

Liquidity and Capital Resources

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

The Company has $1,729 in cash and liabilities totaling $1,024,341.  We are currently seeking financing to attain our business goals, but there is no guarantee that we will obtain such financing or, upon obtaining it, that we will be able to invest in productive assets that will result in positive cash flows from operations.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations, recurring losses, and negative working capital at June 30, 2016 and December 31, 2015.  These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.  Management intends to finance these deficits by making additional shareholder notes and seeking additional outside financing through either debt or sales of its common stock.

Plan of Operation

Our immediate term plans for operations is discussed extensively in Item 7 – Management’s Discussion and Analysis or Plan of Operation included in our Form 10-K as of December 31, 2015, filed with the Commission on July 5, 2016 and is herein incorporated by reference.

ITEM 3 – QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

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

Based upon the evaluation of our officers and directors of our disclosure controls and procedures as of June 30, 2016, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer has concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only a few employees. Under these circumstances it is impossible to completely segregate duties. We do not expect our internal controls to be effective until such time as we are able to begin full operations and even then there are no assurances that our disclosure controls will be adequate in future periods.

Change In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

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

ITEM 1A – RISK FACTORS

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

ITEM 2 – UNREGISTERED SALE OF EQUITY SECURITIES

None

ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5 – OTHER INFORMATION

None

ITEM 6 – EXHIBITS

SIGNATURES

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