BTCS (BTCS) 10-Q 15 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2014	14-May-14	Jun. 30, 2013
Document And Entity Information	'	'	'
Entity Registrant Name	'BITCOIN SHOP INC.	'	'
Entity Central Index Key	'0001436229	'	'
Document Type	'10-Q	'	'
Document Period End Date	31-Mar-14	'	'
Amendment Flag	'false	'	'
Current Fiscal Year End Date	'--12-31	'	'
Is Entity a Well-known Seasoned Issuer?	'No	'	'
Is Entity a Voluntary Filer?	'No	'	'
Is Entity's Reporting Status Current?	'Yes	'	'
Entity Filer Category	'Smaller Reporting Company	'	'
Entity Common Stock, Shares Outstanding	'	138,976,535	'
Entity Public Float	'	$38,202,612	$182,000
Document Fiscal Period Focus	'Q1	'	'
Document Fiscal Year Focus	'2014	'	'

CONDENSED_CONSOLIDATED_BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudted) (USD $)	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS	'	'
Cash	$1,409,131	$9,052
Virtual currencies	8,089	22,959
Prepaid expense	106,555	'
Total current assets	1,523,775	32,011
OTHER ASSETS	'	'
Property, plant and equipment,net	3,223	3,556
Website	12,290	'
Investment	150,000	'
Total non current assets	165,513	3,556
TOTAL ASSETS	1,689,288	35,567
Liabilities and Shareholders' Equity	'	'
Accounts payable and accrued expense	60,537	6,603
Customer deposits	'	4,263
Derivative liabilities on warrants	118,239	'
Total current liabilities	178,776	10,866
STOCKHOLDERS' EQUITY:	'	'
Common stock, 975,000,000 shares authorized at $0.001 par value, 124,440,204 and 100,773,923 shares issued and outstanding, respectively	124,956	100,774
Additional paid in capital	2,816,159	-93,198
(Accumulated Deficit) / Retained earnings	-1,434,619	17,125
Total shareholders' equity	1,510,512	24,701
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,689,288	35,567
Series B Preferred Stock [Member]	'	'
STOCKHOLDERS' EQUITY:	'	'
Preferred stock; 20,000,000 shares authorized at $0.001 par value	266	'
Series C Preferred Stock [Member]	'	'
STOCKHOLDERS' EQUITY:	'	'
Preferred stock; 20,000,000 shares authorized at $0.001 par value	$3,750	'

CONDENSED_CONSOLIDATED_STATEME

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudted) (USD $)	3 Months Ended
	Mar. 31, 2014
Income Statement [Abstract]	'
REVENUES	$11,374
Marketing	17,897
General and Administrative	1,546,821
Change in fair value of virtual currencies	7,400
Total operating expenses	1,572,118
Loss from operations	-1,560,744
Fair value adjustments for warrant liabilities	109,000
Net loss	($1,451,744)
Net loss per share, basic and diluted	($0.01)
Weighted average number of shares outstanding, Basic and diluted	111,313,557

CONDENSED_CONSOLIDATED_STATEME1

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) (USD $)	Series B Preferred	Common Stock	Series C Preferred	Paid-In Capital	Retained Earnings	Total
Beginning Balance at Dec. 31, 2013	'	'	$49,015,360	'	'	$24,701
Beginning Balance, Shares at Dec. 31, 2013	'	'	49,015	-41,439	17,125	24,701
Net assets outstanding at time the reverse merger was completed, Shares	400,000	'	762,881	'	'	'
Net assets outstanding at time the reverse merger was completed, Amount	400	'	763	-11,163	'	'
Common stock issued for cash, Shares	'	'	51,758,563	'	'	'
Common stock issued for cash, Amount	'	'	51,759	-43,759	'	8,000
Issuance of 3,750,000 Private Placement Units, Shares	'	3,750,000	'	'	'	'
Issuance of 3,750,000 Private Placement Units, Amount	'	3,750	'	1,871,250	'	1,875,000
Issuance cost - Private Placement Units	'	'	'	-62,000	'	-62,000
Warrant liability - 1,875,000 warrants issued in connection with Private Placement Units	'	'	'	-227,239	'	-227,239
Stock based compensation	'	'	'	1,343,794	'	1,343,794
Conversion of Series B Convertible Preferred Stock to common stock, Shares	-134,194	'	13,419,400	'	'	'
Conversion of Series B Convertible Preferred Stock to common stock, Amount	-134	'	13,419	-13,285	'	'
Net loss	'	'	'	'	-1,451,744	-1,451,744
Ending Balance, Amount at Mar. 31, 2014	$266	$3,750	$124,956	$2,816,159	($1,434,619)	$1,510,512
Ending Balance, Shares at Mar. 31, 2014	265,806	3,750,000	124,956,204	'	'	'

CONDENSED_CONSOLIDATED_STATEME2

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudted) (USD $)	3 Months Ended
	Mar. 31, 2014
Net Cash flows used in operating activities:	'
Net loss	($1,451,744)
Adjustments to reconcile net income to net cash provided by operating activities:	'
Depreciation	333
Stock based compensation	1,343,794
Change in fair value of virtual currencies	7,400
Fair value adjustments for warrant liabilities	-109,000
Changes in operating assets and liabilities	'
Virtual currencies	7,470
Prepaid expense	-106,555
Accounts payable	53,934
Customer deposits	-4,263
Net cash used in operating activities	-258,631
Net cash used in investing activities:	'
Purchases of intangible assets	-12,290
Investment at cost	-150,000
Net cash used in investing activities	-162,290
Net cash provided by financing activities:	'
Proceeds from the former members of BCSLLC	8,000
Net proceeds from issuance of Private Placement Units	1,813,000
Net cash (used for) provided from financing activities	1,821,000
NET INCREASE IN CASH	1,400,079
Cash, beginning of period	9,052
Cash, end of period	1,409,131
Conversion of Series B Convertible Preferred to common stock	$13,419

Business_Organization_and_Natu

Business Organization and Nature of Operations	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
Business Organization and Nature of Operations	'
	Bitcoinshop.us LLC (“BCSLLC”) was formed on July 28, 2013 as a Maryland limited liability company and launched its e-commerce website in August 2013.
	Bitcoin Shop, Inc. (formerly TouchIt Technologies, Inc.), a Nevada Corporation (the “Company”) through its wholly-owned subsidiary BCSLLC is in the business of developing, marketing and operating a website, which offers its users an online marketplace for transacting business in virtual currencies, including Bitcoins, Litecoins and Dogecoins (“Virtual Currencies”).
	The online presence that the Company operates is hosted, maintained, and developed by the Company.  The Company has developed a proprietary application and website that allows the Company to interface with its vendors in order to display up-to-date inventory, and present prices stated in virtual currency based on a market exchange rate stated in United States Dollars (“USD”).  The equivalence of Virtual Currencies to USD is updated every 1 minute and at each stage through the checkout process. When customers reach the Company’s checkout page the equivalence of Virtual Currencies to USD is locked in by the Company’s payment processor for 15 minutes. The payment processor assumes the virtual currency exchange risk.
	The Company, through its ecommerce website, currently lists over 140,000 products available for sale; however, the Company does not take physical possession or title to any inventory. All orders are originated by the Company’s customers through its website and are fulfilled by third party vendors.  The Company charges its customers a processing fee and earns a profit margin on each transaction. Customers purchase merchandise on the Company’s website in amounts denominated in Virtual Currencies. The Company converts a portion of the Virtual Currencies received from its customers as payment, to an amount of USD that are needed to remit payments to third party vendors that ultimately fulfill the orders.
	On February 5, 2014, BCSLLC and the holders of its membership interest entered into a security exchange agreement with Bitcoin Shop, Inc.  Upon closing of the transaction contemplated under the Exchange Agreement (the “Share Exchange”), the holders of BCSLLC’s outstanding membership interests (the “BitcoinShop Members”) transferred all the outstanding membership interests of BCSLLC to the Company in exchange for an aggregate of 100,773,923 shares of the Company’s common stock $0.001 par value per share (the “Common Stock”).  As a result, BCSLLC became a wholly-owned subsidiary of the Company.  The Share Exchange transaction is accounted for as a reverse merger (the “Merger”) and recapitalization of BCSLLC in the Company, whereby the Company is the legal acquirer and BCSLLC is the legal acquiree and the accounting acquirer in this transaction.  Consequently, the assets and liabilities and the historical operations of the Company that are reflected in the condensed consolidated financial statements prior to the Merger are those of BitcoinShop.us, LLC, and the condensed consolidated financial statements of the Company after completion of the Merger include the assets and liabilities of Bitcoinshop.us, LLC, historical operations of BitcoinShop.us, LLC and operations of Bitcoinshop.us, LLC from the closing date of the Merger.

Basis_of_Presentation

Basis of Presentation	3 Months Ended
	Mar. 31, 2014
Notes to Financial Statements	'
BASIS OF PRESENTATION	'
	The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements, but reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. In the opinion of the Company’s management, all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the periods presented have been included. Interim results are not necessarily indicative of results for a full year. The condensed consolidated financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2013, included in a Form 8-K filed with the Securities and Exchange Commission on April 17, 2014.

Liquidity_Financial_Condition_

Liquidity, Financial Condition and Managementbs Plans	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Liquidity, Financial Condition and Management's Plans	'
	The Company has commenced its planned operations but had limited operating activities to date. The Company has financed its operations from inception using proceeds received from capital contributions made by its members and cash flows from its operating activities. On February 6, 2014, the Company raised $1.875 million of new capital in a private placement transaction. Notwithstanding, the Company has limited revenues, limited capital resources and is subject to all of the risks and uncertainties that are typical of an early stage enterprise. Significant uncertainties include, among others, whether the Company will be able to raise the capital it needs to finance its longer term operations and whether such operations, if launched, will enable the Company to sustain operations as a profitable enterprise.
	Management believes that the Company has access to capital resources, which could include potential debt and equity financing arrangements; however, the Company has no commitments for new financing at this time nor can management provide any assurance that the Company will be able to raise the capital it will need on commercially acceptable terms if at all. Management believes that the Company currently has sufficient capital resources to sustain operations through at least April 1, 2015. However, if the Company were to encounter unforeseen circumstances it could be required to undertake various measures to conserve liquidity which could include, among other things, reducing operating expenses and/or suspending the pursuit of the Company’s business plan.

Shareholders_Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2014
Equity [Abstract]	'
SHAREHOLDERS' EQUITY	'
	On January 13, 2014, pursuant to the first amendment to BCSLLC’s operating agreement, BCSLLC admitted three new members in exchange for aggregate capital contributions amounting to $8,000 representing 51,758,563 of common stock.
	The Series B Designation provides authorization for the issuance of 400,000 shares of Series B preferred stock, par value $0.001 (the "Series B Preferred Stock").  Each holder of Series B Preferred Stock shall be entitled to vote on all matters submitted to shareholders of the Company and shall be entitled to the number of votes for each share of Series B Preferred Stock owned at the record date for the determination of shareholders entitled to vote on such matter equal to the number of shares of common stock such shares of Series B Preferred Stock are convertible into at such time, but not in excess of the conversion limitations.  Each holder of Series B Preferred Stock may, from time to time, convert any or all of such holder’s shares of Series B Preferred Stock into fully paid and non-assessable shares of common stock in an amount equal to one hundred (100) shares of common stock for each one (1) share of Series B Preferred Stock surrendered.  However, at no time may all or a portion of shares of Series B Preferred Stock be converted if the number of shares of common stock to be issued pursuant to such conversion which would exceed, when aggregated with all other shares of common stock owned by such holder at such time, the number of shares of common stock which would result in such holder beneficially owning (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder) more than 9.99% of all of the common Stock outstanding at such time (the “9.99% Beneficial Ownership Limitation”).  By written notice to the Company, any holder of Series B Preferred Stock may increase or decrease the 9.99% Beneficial Ownership Limitation to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to such holder of Series B Preferred Stock sending such notice and not to any other holder of Series B Preferred Stock; provided further, that the Company acknowledges that, notwithstanding the foregoing, certain current holders of Series B Preferred Stock have elected to have the 9.99% Beneficial Ownership Limitation to initially be 4.99%. During the three months ended March 31, 2014, the Company converted 134,194 shares of Series B Preferred stock into 13,419,400 shares of common stock.
	On February 6, 2014, following the completion of the merger and recapitalization transaction the Company, sold an aggregate of 3,750,000 units in a private placement (the “Private Placement”) of its securities to certain investors at a purchase price of $0.50 per unit pursuant to subscription agreements for an aggregate purchase price of $1,875,000.  The units in the Private Placement consisted of (i) one share of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share, which is convertible into one (1) share of common stock and (ii) a three year warrant to purchase Ѕ share of common stock at an exercise price of $1.00 per share.  Additionally, the shares of common stock issuable upon conversion of Series C Preferred Stock and common stock issuable upon exercise of the warrants are subject to “piggy-back” and “demand” registration rights until such shares of Common Stock may be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).  Each share of the Series C Preferred Stock is convertible into one (1) share of common stock and has a stated value of $0.001.  The conversion ratio is subject to adjustment in the event of stock splits, stock dividends, combination of shares and similar recapitalization transactions. The Company is prohibited from effecting the conversion of the Series C Preferred Stock to the extent that, as a result of such conversion, the holder beneficially owns more than 9.99%, in the aggregate, of the issued and outstanding shares of the Company’s Common Stock calculated immediately after giving effect to the issuance of shares of Common Stock upon the conversion of the Series C Preferred Stock, provided further, that the Company acknowledges that, notwithstanding the foregoing, certain current holders of Series C Preferred Stock have elected to have the 9.99% Beneficial Ownership Limitation to initially be 4.99%. Each share of the Series C Preferred Stock is entitled to the number of votes equal to the number of shares of common stock such share is convertible into at such time, but not in excess of the beneficial ownership limitation.  Each warrant is exercisable into ½ share of common stock at an exercise price of $1.00 per share.  The warrant may be exercised on a cashless basis. The Company is prohibited from effecting the exercise of warrant to the extent that, as a result of such exercise, the holder beneficially owns more than 4.99%, in the aggregate, of the issued and outstanding shares of the Company’s common stock calculated immediately after giving effect to the issuance of shares of common stock upon the exercise of the warrant. Offering costs of $62,000 associated with the Private Placement Units were recorded as component of stockholders’ equity
	Demand Registration Rights.
	The shares of Common Stock issuable upon conversion of Series C Shares or the warrant underlying the units sold in the Private Placement are subject to “piggy-back” and “demand” registration rights until such shares of Common Stock may be sold under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).  The Company shall pay to holders a fee of 0.25% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 3%, (i) following the filing date that the registration statement has not been filed and (ii) following the effectiveness date that the registration statement has not been declared effective; provided, however, that the Company shall not be obligated to pay any such liquidated damages if the Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415”, and the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the Commission. If during the effectiveness period, the number of registerable Securities at any time exceeds 100% of the number of shares of Common Stock then registered in a registration statement, the Company shall file as soon as reasonably practicable an additional registration statement covering the resale of not less than the number of such registerable securities.
	The Company accounts for obligations under the Registration Rights Agreement in accordance with ASC 450 “Contingencies,” which requires us to record a liability if the contingent loss is probable and the amount can be estimated. At March 31, 2014, the Company has not recorded a liability pertaining to the Company’s obligations under the Registration Rights Agreement because the amount is not deemed probable.

Stock_Based_Compensation

Stock Based Compensation	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Stock Based Compensation	'
	2014 Equity Incentive Plan
	The purpose of the 2014 Equity Incentive Plan (the “2014 Plan”) is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants.  Pursuant to the terms of the 2014 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards.  Unless earlier terminated by the Board, the Plan shall terminate at the close of business on January 30, 2024.  Up to 15,503,680 shares of common stock are issuable pursuant to awards under the 2014 Plan.
	Compensation expense for all stock-based awards is measured on the grant date based on the fair value of the award and is recognized as an expense, on a straight-line basis, over the employee's requisite service period (generally the vesting period of the equity award). The fair value of each option award is estimated on the grant date using a Black-Scholes option valuation model. Stock-based compensation expense is recognized only for those awards that are expected to vest using an estimated forfeiture rate. The Company estimates pre-vesting option forfeitures at the time of grant and reflects the impact of estimated pre-vesting option forfeitures in compensation expense recognized. For options and warrants issued to non-employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit.
	The grant date fair value of stock options granted during the quarter ended March 31, 2014 was $17,860,239.  The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained.  The Company does not expect to pay dividends in the foreseeable future so therefore the dividend yield is 0%.  The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 110 for “plain vanilla” options.  The expected term for stock options granted with performance and/or market conditions represents the estimated period estimated by management by which the performance conditions and market conditions will be met.  The Company obtained the risk free interest rate from publicly available data published by the Federal Reserve.  The volatility rate was computed based on a comparison of average volatility rates of similar companies.  The fair value of options granted in 2014 was estimated using the following assumptions – exercise price $0.50, expected stock price volatility 73.9%, effective life 3.5 years, risk free rate 0.69%.
	Stock-based compensation expense was as $1,343,794 for the three months ended March 31, 2014:
	Stock Option Activity
	A summary of stock option activity to employees for the three months ended March 31, 2014 is as follows:
		Number of Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value per Share		Avergae Remaining Contractual Life		Average Intrinsic Value
	Outstanding at December 31, 2013		-	$	-	$	-		-	$	-
	Granted		6,201,472		0.5		2.88		5		-
	Expired		-		-		-		-		-
	Forfeited		-		-		-		-		-
	Outstanding at March 31, 2014		6,201,472	$	0.5	$	2.88		4.8	$	-
	Exercisable as of March 31, 2014		-						-
	The Company’s policy, in the event of exercise, is to issue new shares to fulfill the requirements for options that are exercised. There is $16,516,445 of unrecognized compensation cost as of March 31, 2014.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
Subsequent Events	'
	On April 4, 2014, the Company entered into an operating sub-lease agreement beginning on April 14, 2014 and ending on May 31, 2015 (the “Term”) for its headquarters in Arlington, Virginia.  The estimated future payments under the Term of the operating leases are as follows:
	2014	$	41,313
	2015		23,900
	Total Lease Commitment	$	65,213
	The Company paid the entire rent through the Term and has recognized it as a prepaid rent.  Additionally, the Company paid a security deposit of one month’s rent of $4,815.

Summary_of_Significant_Account

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies Policies	'
Principal of Consolidation	'
	The condensed consolidated financial statements represent the consolidation of the accounts of the Company and its subsidiary in conformity with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation.
Virtual Currencies Translations and Remeasurements	'
	The Company accounts for Virtual Currencies, which it considers to be an operating asset, at their initial cost and subsequently remeasures the carrying amounts of Virtual Currencies it owns at each reporting date based on their current fair value.  The changes in the fair value of Virtual Currencies are included as a component of income or loss from operations.  Though Virtual Currencies behave like a foreign currency the Company currently classifies Virtual Currencies as a current asset.  Virtual Currencies are considered a crypto-currency and the Company receives deposits in various kinds of virtual currencies such as Bitcoins, Litecoins and Dogecoins from customer trade transactions. The Company when necessary, will issue refunds in Virtual Currencies and make payments to vendors in Virtual Currencies, if and when such vendors accept Virtual Currencies as payment.
	The Company obtains the equivalency rate of Bitcoins to USD from various exchanges including, Bitstamp and BTC-e. The equivalency rate obtained from these sources represents a generally well recognized quoted price in an active market for Bitcoins, which market and related database is accessible to the Company on an ongoing basis.
	In March of 2014, the Company began accepting Litecoins and Dogecoins. Currently, the Company determines the value of Litecoins and Dogecoins from GoCoin LLC, the payment processor that enables the Company to accept these virtual currencies as payments from its customers for goods.
Intangible Asset	'
	The Company has applied the provision of ASC topic 350-50-50 Intangible - Goodwill and Other/Website Development Costs, in accounting for its costs incurred to develop its website. Capitalized website costs are being amortized by the straight line method an estimated useful life of 3 years. Amortization cost was nominal for the quarter ended March 31, 2014.
Use of Estimates	'
	In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required 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, as well as the reported amounts of expenses during the reporting period.  Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.  On an ongoing basis, the Company evaluates its estimates and assumptions.  These estimates and assumptions include the fair values of virtual currencies, valuing equity securities in share-based payment arrangements, estimating the fair value of equity instrument recorded as derivative liabilities, estimating useful lives of depreciable and amortizable assets and estimating the fair value of long-lived assets as to whether impairment charge may apply.
Revenue recognition	'
	The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 104 for revenue recognition and Accounting Standards Codification (“ASC”) Topic 605, “Revenue Recognition.”  Accordingly, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the selling price to the customer is fixed or determinable and collectability of the revenue is reasonably assured.
	The Company’s sole source of revenue is derived from processing fees and the markup of goods purchased by customers through orders originated through the Company’s website. The Company recognizes revenues from the origination of the orders upon receiving confirmation that the third party vendors’ fulfillment process (delivery to customer) is complete. Customer deposits represents orders originated and Virtual Currency payments received for orders that are not yet fulfilled.
	The Company has determined that it is not the primary obligor in any of the sales transactions it originates. The Company does not (i) have general inventory risk with respect to any of the goods that its customers purchase, (ii) take title to, or bear the risk of loss for, any goods that third party vendors ship to its customers, (iii) participate in the fulfillment of the sale, (iv) make representations regarding the suitability of products for its customers purposes, (v) modify any of the products purchased, or (vi) assume credit risk. Accordingly, the Company has determined, based on the weight of available evidence, that it is appropriate to record revenues on a net basis, which is equal to the amount of the processing fees, it earns plus the mark-up.
Income Taxes	'
	As a result of the Merger, beginning on February 5, 2014, the Company is taxed as a C Corporation. Prior to the Merger, the Company was a limited liability company, whereby the Company elected to be taxed as a partnership and the income or loss was reported by each respective member on their separate income tax returns. Therefore, no provision for income taxes has been provided in the accompanying condensed consolidated financial statements for periods prior to February 5, 2014.
	The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. Tax benefits of operating loss carryforwards are evaluated on an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other circumstances. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.
Fair Value - Definition and Hierarchy	'
	In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction in the principal or most advantageous market between market participants at the measurement date.
	In determining fair value, the Company uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The valuation techniques are consistent with the market, cost or income approaches to measuring fair value. If more than one valuation technique is used to measure fair value, the results are evaluated considering the reasonableness of the range of values indicated by those results. The fair value hierarchy is categorized into three levels based on the inputs as follows:
	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
	Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
	Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
	The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement.
	Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.
	The Company considers transfers between the levels within the fair value hierarchy when circumstances surrounding the fair value for a particular security conform to a different level of the fair value hierarchy than as previously reported. Whenever circumstances occur, whereby there is a transfer within the fair value hierarchy, the Company considers the date the event or change in circumstances occurred which caused the transfer.
Warrant Liability	'
	The Company accounts for the 1,875,000 common stock warrants granted in connection with the issuance of 3,750,000 Private Placement Units in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value on the date of issuance and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's condensed consolidated statements of operations. The Company calculates the fair value of the warrants issued using a probability-weighted Black-Scholes option pricing model, which is comparable to the Binomial Lattice option pricing model. The classification of warrants, including whether the warrants should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Warrant liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the instrument could be required within 12 months of the balance sheet date.  Offering costs of $62,000 associated with the Private Placement Units were recorded as component of stockholders’ equity.
Employee Stock-Based Compensation	'
	2014 Equity Incentive Plan
	The purpose of the 2014 Equity Incentive Plan (the “2014 Plan”) is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants.  Pursuant to the terms of the 2014 Plan, either the Board or a board committee is authorized to administer the plan, including by determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards.  Unless earlier terminated by the Board, the Plan shall terminate at the close of business on January 30, 2024.  Up to 15,503,680 shares of common stock are issuable pursuant to awards under the 2014 Plan.
	Compensation expense for all stock-based awards is measured on the grant date based on the fair value of the award and is recognized as an expense, on a straight-line basis, over the employee's requisite service period (generally the vesting period of the equity award). The fair value of each option award is estimated on the grant date using a Black-Scholes option valuation model. Stock-based compensation expense is recognized only for those awards that are expected to vest using an estimated forfeiture rate. The Company estimates pre-vesting option forfeitures at the time of grant and reflects the impact of estimated pre-vesting option forfeitures in compensation expense recognized. For options and warrants issued to non-employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit.
	The grant date fair value of stock options granted during the quarter ended March 31, 2014 was $17,860,239.  The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained.  The Company does not expect to pay dividends in the foreseeable future so therefore the dividend yield is 0%.  The expected term for stock options granted with service conditions represents the average period the stock options are expected to remain outstanding and is based on the expected term calculated using the approach prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 110 for “plain vanilla” options.  The expected term for stock options granted with performance and/or market conditions represents the estimated period estimated by management by which the performance conditions and market conditions will be met.  The Company obtained the risk free interest rate from publicly available data published by the Federal Reserve.  The volatility rate was computed based on a comparison of average volatility rates of similar companies.  The fair value of options granted in 2014 was estimated using the following assumptions – exercise price $0.50, expected stock price volatility 73.9%, effective life 3.5 years, risk free rate 0.69%.
	Stock-based compensation expense was as $1,343,794 for the three months ended March 31, 2014:
	Stock Option Activity
	A summary of stock option activity to employees for the three months ended March 31, 2014 is as follows:
		Number of Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value per Share		Avergae Remaining Contractual Life		Average Intrinsic Value
	Outstanding at December 31, 2013		-	$	-	$	-		-	$	-
	Granted		6,201,472		0.5		2.88		5		-
	Expired		-		-		-		-		-
	Forfeited		-		-		-		-		-
	Outstanding at March 31, 2014		6,201,472	$	0.5	$	2.88		4.8	$	-
	Exercisable as of March 31, 2014		-						-
	The Company’s policy, in the event of exercise, is to issue new shares to fulfill the requirements for options that are exercised. There is $16,516,445 of unrecognized compensation cost as of March 31, 2014.
Advertising Expense	'
	Advertisement costs are expensed as incurred and included in marketing expenses. Advertising expenses amounted to $17,897 for the period ended January 1, 2014 through March 31, 2014.
Earnings per Share	'
	Basic earnings per share (“EPS”) is computed by dividing net loss applicable to common stock by the weighted-average number of common shares outstanding during the period.
	For purposes of calculating basic and diluted earnings per share, vested restricted stock awards are considered outstanding. Under the treasury stock method, diluted EPS reflects the potential dilution that could occur if securities or other instruments that are convertible into common stock were exercised or could result in the issuance of common stock. The following financial instruments were not included in the diluted loss per share calculation for the three months ended March 31, 2014 because their effect was anti-dilutive:
		As of March 31, 2014
	Common Stock options		6,201,472
	Common Stock warrants		1,875,000
	Series B Convertible Preferred		26,580,600
	Series C Convertible Preferred		3,750,000
	Excluded potentially dilutive securities		38,407,072
Investment at Cost	'
	On March 20, 2014, the Company invested $150,000 into Series A preferred units of GoCoin, LLC (“GoCoin”). GoCoin is an international payment processor that enables merchants to accept Bitcoin, Litecoin and Dogecoin payments at the point of checkout in e-commerce transaction.  The Company does not maintain significant influence. The investment is carried at cost in the accompanying condensed consolidated balance sheet.  No gains or losses have been recognized during the three months ended March 31, 2014.
Recent Accounting Pronouncements	'
	The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on Company’s financial position or operations.
Subsequent events	'
	Subsequent events have been evaluated through the date of this filing.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2014
Summary Of Significant Accounting Policies Tables	'
Earnings per share	'
		As of March 31, 2014
	Common Stock options		6,201,472
	Common Stock warrants		1,875,000
	Series B Convertible Preferred		26,580,600
	Series C Convertible Preferred		3,750,000
	Excluded potentially dilutive securities		38,407,072

Fair_Value_Measurements_Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2014
Fair Value Disclosures [Abstract]	'
Liabilities measured at fair value on a recurring basis	'
		Fair value measured at March 31, 2014
		Total fair			Quoted prices		Significant other		Significant
		value at			in active markets		observable inputs		unobservable inputs
		March 31,
		2014			(Level 1)		(Level 2)		(Level 3)
	Virtual Currencies	$	8,089		$	8,089	$	-	$	-
	Warrant liability	$	118,239		$	-	$	-	$	118,239
Changes in Level 3 liabilities	'
	Balance - January 1, 2014	$	-
	Fair value of warrant liability on date of issuance (February 6, 2014)		227,239
	Change in fair value of warrant liability		(109,000	)
	Balance - December 31, 2013	$	118,239

Stock_Based_Compensation_Table

Stock Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2014
Stock Based Compensation Tables	'
Stock option activity to employees	'
		Number of Options		Weighted Average Exercise Price		Weighted Average Grant Date Fair Value per Share		Avergae Remaining Contractual Life		Average Intrinsic Value
	Outstanding at December 31, 2013		-	$	-	$	-		-	$	-
	Granted		6,201,472		0.5		2.88		5		-
	Expired		-		-		-		-		-
	Forfeited		-		-		-		-		-
	Outstanding at March 31, 2014		6,201,472	$	0.5	$	2.88		4.8	$	-
	Exercisable as of March 31, 2014		-						-

Subsequent_Events_Tables

Subsequent Events (Tables)	3 Months Ended
	Mar. 31, 2014
Subsequent Events Tables	'
Future minimum lease payments	'
	2014	$	41,313
	2015		23,900
	Total Lease Commitment	$	65,213

Business_Organization_and_Natu1

Business Organization and Nature of Operations (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Date incorporation	28-Jul-13
Shares issued for membership interests	100,773,923
Common stock, par value	$0.00

Liquidity_Financial_Condition_1

Liquidity, Financial Condition and Managementbs Plans (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]	'
Proceeds from private placement	$1,875,000

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details)	Mar. 31, 2014
Anti dilutive shares excluded	38,407,072
Stock Option [Member]	'
Anti dilutive shares excluded	6,201,472
Warrant [Member]	'
Anti dilutive shares excluded	1,875,000
Series B [Member]	'
Anti dilutive shares excluded	26,580,600
Series C [Member]	'
Anti dilutive shares excluded	3,750,000

Summary_of_Significant_Account3

Summary of Significant Accounting Policies (Detail Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014
Private Placement units granted	3,750,000
Advertisement costs	$17,897
Investments at cost	($150,000)
Warrant [Member]	'
Private Placement units granted	1,875,000

Shareholders_Equity_Details_Na

Shareholders' Equity (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014
Private Placement units granted	3,750,000
Proceeds from private placement	$1,875,000
Private Placement unit sale price per share	$0.50
Private placement offering costs	62,000
Shares of stock converted from Series B to common stock	13,419,400
Series B Preferred Stock [Member]	'
Shares authorized for issuance	400,000
Par value	$0.00
Shares of stock converted from Series B to common stock	134,194
Series C Preferred Stock [Member]	'
Capital contributions, amount	$8,000
Capital contributions, shares issued	51,758,563

Fair_Value_Measurements_Detail

Fair Value Measurements (Details) (USD $)	Mar. 31, 2014
Virtual currencies	$8,089
Warrant liability	118,239
Level 1 [Member]	'
Virtual currencies	8,089
Warrant liability	'
Fair Value, Inputs, Level 2 [Member]	'
Virtual currencies	'
Warrant liability	'
Fair Value, Inputs, Level 3 [Member]	'
Virtual currencies	'
Warrant liability	$118,239

Fair_Value_Measurements_Detail1

Fair Value Measurements (Details 1) (Fair Value, Inputs, Level 3 [Member], USD $)	3 Months Ended
	Mar. 31, 2014
Fair Value, Inputs, Level 3 [Member]	'
Beginning balance	'
Fair value of warrant liabilitiy on date of issuance	227,239
Fair value adjustments for warrant liabilities	-109,000
Ending balance	$118,239

Fair_Value_Measurement_Details

Fair Value Measurement (Details 2) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]	'	'
Fair value of common stock	$0.44	$0.36
Expected dividend yield	0.00%	0.00%
Strike price	$1	$1
Expected volatility	74.00%	74.00%
Risk-free interest rate	0.66%	0.93%
Expected life (in years)	'3 years	'2 years 10 months 25 days

Stock_Based_Compensation_Detai

Stock Based Compensation (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Options	'
Outstanding at beginning of period	'
Granted	6,201,472
Expired	'
Forfeited	'
Outstanding at end of period	6,201,472
Exercisable at end of period	'
Weighted Average Exercise Price	'
Outstanding at beginning of period	'
Granted	$0.50
Expired	'
Forfeited	'
Outstanding at end of period	'
Outstanding at beginning of period	'
Granted	$2.88
Expired	'
Forfeited	'
Outstanding at end of period	$2.88
Weighted Average Remaining Contractual Term	'
Granted	'3 years
Outstanding at end of period	'3 years
Granted	'
Exercisable at end of period	'

Stock_Based_Compensation_Detai1

Stock Based Compensation (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Expected dividend yield	0.00%	0.00%
Expected volatility	74.00%	74.00%
Risk-free interest rate	0.66%	0.93%
Expected life (in years)	'3 years	'2 years 10 months 25 days
Stock-based compensation expense	$1,343,794	'
Unrecognized compensation cost	16,516,445	'
Equity Incentive Plan [Member]	'	'
Common stock issuable	15,503,680	'
Grant date fair value of stock options	$17,860,239	'
Expected dividend yield	0.00%	'
Exercise price	$0.50	'
Expected volatility	73.90%	'
Risk-free interest rate	0.69%	'
Expected life (in years)	'3 years 6 months	'

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	14-May-14
Future minimum lease payments	'
2014	$41,313
2015	23,900
Total Lease Commitment	$65,213

Subsequent_Events_Details_Narr

Subsequent Events (Details Narrative) (USD $)	1 Months Ended
	15-May-14	14-May-14
Subsequent Events [Abstract]	'	'
Lease Expiration Date	31-May-15	'
Security deposit paid	'	$4,815