UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 2, 2015
TAUTACHROME INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
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333-141907 |
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20-5034780 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1846 E. Innovation Park Drive, Oro Valley, Arizona |
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85755 |
(Address of principal executive offices) |
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(Zip Code) |
ROADSHIPS HOLDINGS, INC.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03 Material Modification to Rights of Security Holders
The information contained in Item 5.03 of this Current Report is hereby incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year
Amendment to Certificate of Incorporation
On October 19, 2015, the Registrant filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which became effective on November 2, 2015 (the " Amended and Restated Certificate of Incorporation ").
The Amended and Restated Certificate of Incorporation was adopted by holders of a majority of the Registrant's outstanding Common Stock through a written consent without meeting dated October 16, 2015 that was delivered to the Registrant on October 18, 2015.
The Amended and Restated Certificate of Incorporation amends the Registrant's certificate of incorporation in its entirety.
A copy of the Amended and Restated Certificate of Incorporation is attached to this Current Report as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
The information contained in Item 5.03 of this Current Report is hereby incorporated by reference into this Item 5.07.
Item 7.01 Regulation FD Disclosure
Shareholder Communications
On November 2, 2015, the Registrant notified its stockholders, pursuant to Section 228(e) of the General Corporation Law of the State of Delaware, that the holders of a majority of the Registrant's outstanding Common Stock adopted the Amended and Restated Certificate of Incorporation through a written consent of stockholders to action without a meeting, dated October 16, 2015 and delivered to the Corporation on October 18, 2015 (the " Notice "). A copy of the Notice is attached hereto as Exhibit 99.1.
The Notice was being mailed on November 2, 2015 to the persons (other than the persons who executed and delivered the written consent) who were the holders of record of issued and outstanding capital common stock of the Registrant on October 19, 2015, such date being the date that the signed written consent of stockholders was delivered to the Registrant.
In accordance with General Instruction B.2 of Form 8-K, the information in the Notice shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Press Release
On November 4, 2015, the Registrant issued a press release (the " Press Release ") announcing that it has changed its name to Tautachrome Inc. A copy of the Press Release is attached to this Current Report as Exhibit 99.2.
In accordance with General Instruction B.2 of Form 8-K, the information in the Press Release shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 8.01 Other Events
On November 3, 2015, the Registrant was informed by FINRA that it has received the necessary documentation to announce that the Registrant's name has been changed to "Tautachrome Inc." and that the Registrant's trading symbol will be been changed to "TTCM", effective November 5, 2015.
It is not necessary for any shareholders of the Registrant to surrender or exchange any stock certificates as a result of the change of the Registrant's name or trading symbol.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 |
Amended and Restated Certificate of Incorporation of Tautachrome Inc. |
99.1 |
Notice to Certain Shareholders Pursuant to Section 228(e) of the Delaware General Corporation Law |
99.2 |
Press release of Tautachrome Inc., dated November 4, 2015. |
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TAUTACHROME INC. |
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Date: November 4, 2015 | By: | /s/ Jon N. Leonard |
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Jon N. Leonard |
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President & CEO |
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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ROADSHIPS HOLDINGS INC.
Roadships Holdings Inc. (the " Corporation "), a corporation organized and existing under the General Corporation Law of the State of Delaware (the " Delaware General Corporation Law "), certifies as follows:
The name of the Corporation is Roadships Holdings Inc.
The Corporation was originally incorporated in the state of Delaware under the name "Caddystats, Inc." by the filing of the original certificate of incorporation of the Corporation with the office of the Secretary of State of the State of Delaware on June5, 2006.
This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law and by the written consent of its stockholders in accordance with Section 228 of the Delaware General Corporation Law.
Pursuant to Section 245 of the Delaware General Corporation Law, this Amended and Restated Certificate of Incorporation restates and integrates and further amends the provisions of the Amended and Restated Certificate of Incorporation of the Corporation.
This Amended and Restated Certificate of Incorporation shall become effective on November 2, 2015.
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:
(1)
(2)
(3)
(4)
(5)
(6)
ARTICLE I
The name of the corporation is Tautachrome Inc.
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 501 Silverside Road, Suite 105, Wilmington, DE 19809. The name of the Corporation's registered agent at such address is VALIS Group Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
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ARTICLE IV
The total number of shares of all classes of stock that the Corporation has authority to issue is 4,100,000,000 shares, consisting of 4,000,000,000 shares of Common Stock, par value $0.00001 per share (" Common Stock "), and 100,000,000 shares of Preferred Stock, par value $0.0001 per share (" Preferred Stock ").
The Board of Directors is authorized, subject to the limitations prescribed by law, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, including without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders of the Corporation generally are entitled to vote; except that, unless otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation of the Corporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series of Preferred Stock, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the Delaware General Corporation Law.
ARTICLE V
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is authorized to adopt, alter, amend or repeal the Bylaws of the Corporation, except that the Board of Directors may not repeal or amend any Bylaw that the stockholders of the Corporation have expressly provided may not be amended or repealed by the Board of Directors.
ARTICLE VI
To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article VI shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
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ARTICLE VII
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article VII.
ARTICLE VIII
The Corporation reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by the Delaware General Corporation Law and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.
IN WITNESS WHEREOF, Roadships Holdings Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 18 th day of October, 2015.
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ROADSHIPS HOLDINGS INC. |
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By: | /s/ Jon N. Leonard |
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Dr. Jon N. Leonard |
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Chief Executive Officer and President |
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EXHIBIT 99.1
ROADSHIPS HOLDINGS INC.
1846 E Innovation Park Drive
Oro Valley, AZ 85755
NOTICE TO CERTAIN SHAREHOLDERS
PURSUANT TO
SECTION 228(e) OF THE DELAWARE GENERAL CORPORATION LAW
October 20, 2015
NOTICE IS HEREBY GIVEN pursuant to Section 228(e) of the Delaware General Corporation Law that the resolutions set forth in the enclosed Action by Written Consent of Stockholders (the " Resolutions ") have been approved by the Company's board of directors and adopted by the written consent of holders of a majority of the Company's outstanding Common Stock. The Resolutions were filed with the Secretary of State of the State of Delaware on October 19, 2015, and will become effective on November 2, 2015.
The Resolutions authorize an amendment and restatement of the Company's certificate of incorporation (the " Certificate of Incorporation "), which will become effective November 2, 2015. The amended provisions of the Certificate of Incorporation include the following:
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The name of the Company will be changed to Tautachrome Inc. |
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The authorized common stock of the Company will be increased to 4 billion shares of Common Stock and 100 million shares of Preferred Stock. |
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The board of directors now will have the authority to adopt, amend or repeal the Bylaws of the Company without shareholder approval. Such authority will not limit the power of the Company's stockholders to adopt, amend or repeal the Bylaws. |
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The Chancery Court of Delaware will be designated as the only forum in which certain actions against the Company, its directors, officers and other employees may be commenced. |
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The Company will reserve the right to further amend the Certificate of Incorporation. |
The foregoing summary of the Resolutions is not complete and is qualified in its entirety by the Resolutions.
The Resolutions will not affect the validity or transferability of any currently outstanding stock certificates. It is not necessary for any shareholders of the Company to surrender or exchange any stock certificates as a result of the Resolutions.
To the extent required by Section 228(e) of the Delaware General Corporation Law, this notice serves as prompt notice of the stockholder actions described above taken by less than unanimous written consent. No action is required by you.
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ROADSHIPS HOLDINGS INC. |
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By: | /s/ Jon N. Leonard |
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Dr. Jon N. Leonard |
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Chief Executive Officer and President |
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ROADSHIPS HOLDINGS INC.
ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
In accordance with Section 228 of the Delaware General Corporation Law and the Bylaws of Roadships Holdings Inc., a Delaware corporation (the " Corporation "), the undersigned stockholders of the Corporation hereby take the following actions and adopt the following resolutions:
RESOLVED , that the Certificate of Incorporation of the Corporation be amended to: (i) change the name of the Corporation to "Tautachrome Inc."; (ii) increase the authorized number of shares of Common Stock from 3,000,000,000 shares to 4,000,000,000 shares; (iii) increase the authorized number of shares of Preferred Stock from 10,000,004 shares to 100,000,000 shares; (iv) authorize the Board of Directors of the Corporation to adopt, alter, amend or repeal the Bylaws of the Corporation; and (iv) make certain other changes, as set forth in the Amended and Restated Certificate of Incorporation substantially in the form attached hereto as Exhibit A (the " Amended Certificate ").
RESOLVED FURTHER , that the Certificate of Incorporation of the Corporation, as currently in effect, be amended and restated to read in its entirety as set forth in the Amended Certificate.
RESOLVED FURTHER , that the appropriate officers of the Corporation are hereby authorized and directed to execute the Amended Certificate and take all such action as such officers deem necessary or desirable to file the Amended Certificate with the Delaware Secretary of State and to cause the Amended Certificate to become effective on November 2, 2016.
RESOLVED FURTHER , that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of the Corporation.
IN WITNESS WHEREOF , by executing this Action by Written Consent of Stockholders, each undersigned stockholder is giving written consent with respect to all shares of the Corporation's capital stock held by such stockholder in favor of the above resolutions. This Action by Written Consent of Stockholders may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one action. Any copy, facsimile or other reliable reproduction of this action may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction be a complete reproduction of the entire original writing.
Dated: October 16, 2015 | /s/ Jon N. Leonard |
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Dr. Jon N. Leonard |
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/s/ Tammy Nugent |
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TAMMY NUGENT as trustee for |
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Twenty Second Trust |
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Exhibit A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
TAUTACHROME INC.
ARTICLE I
The name of the corporation is Tautachrome Inc.
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 501 Silverside Road, Suite 105, Wilmington, DE 19809. The name of the Corporation's registered agent at such address is VALIS Group Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV
The total number of shares of all classes of stock that the Corporation has authority to issue is 4,100,000,000 shares, consisting of 4,000,000,000 shares of Common Stock, par value $0.00001 per share (" Common Stock "), and 100,000,000 shares of Preferred Stock, par value $0.0001 per share (" Preferred Stock ").
The Board of Directors is authorized, subject to the limitations prescribed by law, by resolution or resolutions, to provide for the issuance of shares of Preferred Stock in one or more series, and to fix the designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any, including without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders of the Corporation generally are entitled to vote; except that, unless otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation of the Corporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series of Preferred Stock, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the Delaware General Corporation Law.
ARTICLE V
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is authorized to adopt, alter, amend or repeal the Bylaws of the Corporation, except that the Board of Directors may not repeal or amend any Bylaw that the stockholders of the Corporation have expressly provided may not be amended or repealed by the Board of Directors.
ARTICLE VI
To the full extent that the Delaware General Corporation Law, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of the liability of directors, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Article VI shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
ARTICLE VII
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article VII.
ARTICLE VIII
The Corporation reserves the right to amend this Amended and Restated Certificate of Incorporation in any manner permitted by the Delaware General Corporation Law and all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE: 4 November 2015 |
ROADSHIPS HOLDINGS, Inc. CHANGES NAME TO TAUTACHROME Inc.
TUSCON, Arizona, November 4, 2015 Tautachrome, Inc. (OTC-PINK: TTCM) today announced that the corporate name change has now been effected from Roadships Holdings, Inc. to Tautachrome, Inc., together with a symbol change from RDSH to TTCM.
Tautachrome is an Internet technology development company with operations in America and Australia. Tautachrome which has a number of revolutionary patents pending, including Talk-to-the-Picture social networking and trustable imagery-based interaction, is now forging forward with planned business developments after divesting the Roadships business in October 2015. The name change is an integral part of Company's vision for itself in the balance of the 21 st century.
The Company's top priority is developing its branded KlickZie platform which will turn smartphones into trustable imagers meaning they are capable of capturing pictures and videos that can be verified as original, untampered and un-photoshopped. Furthermore the KlickZie platform will serve as the world's first imagery-based social portal network. By Clicking on a KlickZie'd image, users will be able to communicate with the image's author or other viewers in an engaging manner.
Tautachrome's Australian based subsidiary, Polybia Studios is a full service app development and digital design company. Earlier this year, Polybia Studios delivered the Safedate app for final review and release and is now firmly entrenched in ongoing development work for Tautachrome products slated, such as Tautachrome's Klickzie app.
"The name change to Tautochrome captures our business model of advancing new dimensions in human interaction with revolutionary digital imagery products," said Dr Jon N Leonard, CEO of Tautachrome, Inc.
About Tauatchrome, Inc.
Tauatachrome, Inc. (OTC-PINK: TTCM) is an emerging growth company in the developing digital imagery technology sector.
Safe Harbor Statement Statements made in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Risk factors that could cause actual results to differ materially from those projected in forward-looking statements include, but are not limited to, general business conditions, managing growth, and political and other business risks. All forward-looking statements are expressly qualified in their entirety by this paragraph and the risks and other factors detailed in Tautachrome's reports filed with the Securities and Exchange Commission. Tautachrome undertakes no duty to update these forward-looking statements.
Contact; Tautachrome, Inc. |
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Contact; Polybia Studios Pty Ltd |
Tel; +1 520 318 5578 |
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Tel; +61 7 5554 5883 |
Email; jon@tautachrome.com |
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Cell; 0439 800 915 |
Web; www.tautachrome.com |
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Email; anugent@polybiastudios.com |