****UNITED STATES****

**SECURITIES AND EXCHANGE COMMISSION**

****WASHINGTON, D.C. 20549****

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES****EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2018**

 

**Commission file number 333-141907**

 

**TAUTACHROME, INC.**

(Name of Small Business Issuer in Its Charter)

  

**DELAWARE**

 

**20-5034780**

(State or other jurisdiction of incorporation or organization)

 

(Employer Identification No.)

  

| **1846 E. Innovation Park Drive,**

**Oro Valley, Arizona 85755**

(Address of principal executive offices, including zip code.) |
|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                             |
| **(520) 318-5578**

(Registrant's telephone number, including area code)                                                         |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈ No x

 

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 past 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  ̈

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈

 

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

 

| Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈ |
|-----------------------------------------------|--------|---------------------------|--------|
| Non-accelerated filer                         |  ̈ | Smaller reporting company | x      |
| (Do not check if a smaller reporting company) |   |                      |

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2018, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $6,592,777 (based on the closing price of $0.0078 on June 30, 2018 on the OTCQB).

 

As of April 10, 2019, the registrant had 2,871,747,062 shares of its common stock outstanding.

 

Documents Incorporated by reference: None.

 

    

 **Explanatory Note**

 

This Annual Report on Form 10-K/A (the “Amendment”) amends the registrant’s Annual Report on Form 10-K, as filed by the registrant with the Securities and Exchange Commission on April 16, 2019 (the “Original Filing”). The purpose of the Amendment is to file the following documents, which were inadvertently not filed as exhibits to the Original Filing:

  

Exhibit 3.3

Certificate of Designations, Preferences, Rights and Limitations of Series E Super-Voting Preferred Stock

 

Exhibit 10.1

Employment Agreement dated October 1, 2018, between Tautachrome, Inc. and Dr. Jon N. Leonard

 

Exhibit 10.2

License Agreement dated October 17, 2018, between Tautachrome Inc. and Julia Culled Investments, Inc.

 

Except as described as above, no changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the registrant has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing and the registrant’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing. The filing of this Amendment is not an admission that the Original Filing, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

 
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**Item 15. Exhibits, Financial Statement Schedules, Signatures**

 

| **Exhibit No.** |   | **Description of Exhibit**                                                                                                                               |
|-----------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1             |   | Articles of Incorporation of Roadships Holdings, Inc. filed as exhibit 3.1 with our Form 8-K/A filed April 20, 2009 and incorporated herein by reference |
| 3.2             |   | Bylaws of Roadships Holdings, Inc. filed as exhibit 3.2 with our Form 8-K/A filed April 20, 2009 and incorporated herein by reference                    |
| 3.3             |   | Certificate of Designations, Preferences, Rights and Limitations of Series E Super-Voting Preferred Stock                                                |
| 10.1            |   | Employment Agreement dated October 1, 2018, between Tautachrome, Inc. and Dr. Jon N. Leonard                                                             |
| 10.2            |   | License Agreement dated October 17, 2018, between Tautachrome Inc. and Julia Culled Investments, Inc.                                                    |
| 21.1            |   | Subsidiaries of the registrant                                                                                                                           |
| 31.1            |   | Certification pursuant to Section 302 of the Sarbanes-Oxley act of 2002                                                                                  |
| 32.1            |   | Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley act of 2002 (18 U.S.C. section 1350)                                             |

 

 
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**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. 

 

|                 | **Tautachrome, Inc.** |                                                          |
|----------------------|-----------------------|---------------------------------------------------------------|
|                      |                  |                                                          |   |
| Date: April 18, 2019 | By:                   | */s/ Jon N. Leonard*                                          |   |
|                 |                  | Jon N. Leonard                                                |   |
|                 |                  | Chairman and Chief Executive Officer

Chief Financial Officer |   |

 

In accordance with the Securities Exchange Act of 1934, this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated. 

 

| */s/ Dr. Jon Leonard*                                         |   |                 |
|---------------------------------------------------------------|--------|----------------------|
| Dr. Jon Leonard                                               |   | Date: April 18, 2019 |
| Chairman, Chief Executive Officer and Chief Financial Officer |   |                 |
|                                                               |   |                 |
| */s/ Matthew Staker*                                          |   |                 |
| Matthew Staker                                                |   | Date: April 18, 2019 |
| Director                                                      |   |                 |
|                                                               |   |                 |
| */s/ Aasim Saied*                                             |   |                 |
| Aasim Saied                                                   |   | Date: April 18, 2019 |
| Director                                                      |   |                 |

 

 

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