BTCS (BTCS) 10-Q 24 Oct 17 2017 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Oct. 19, 2017
Document And Entity Information
Entity Registrant Name	BTCS Inc.
Entity Central Index Key	1,436,229
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		200,710,953
Trading Symbol	BTCS
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 17,277	$ 95,068
Digital currencies	199	199
Prepaid expense	28,019
Total current assets	45,495	95,267
Other assets:
Property and equipment, net	1,483
Websites		919
Deposits	1,885	1,885
Total other assets	3,368	2,804
Total Assets	48,863	98,071
Liabilities and Stockholders' Deficit:
Accounts payable and accrued expense	339,776	770,497
Short term loan		45,000
Convertible notes		3,283,034
Derivative liabilities	5,191,634	23,231,938
Derivative liabilities for shortfall of shares		14,915,419
Liquidated Damages Liabilities		3,102,750
Total current liabilities	5,531,410	45,348,638
Stockholders' deficit:
Common stock, 975,000,000 shares authorized at 0.001 par value, 88,606,774 and 16,095,929 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively	88,607	16,097
Treasury stock, at cost, 616,667 and 216,667 shares at June 30, 2017 and December 31, 2016, respectively	(617)	(217)
Additional paid in capital	98,084,460	23,785,756
Accumulated deficit	(103,656,074)	(69,052,203)
Total stockholders' deficit	(5,482,547)	(45,250,567)
Total Liabilities and stockholders' deficit	48,863	98,071
Series B Preferred Stock [Member]
Stockholders' deficit:
Preferred stock; 20,000,000 shares authorized at 0.001 par value:	998
Series C Preferred Stock [Member]
Stockholders' deficit:
Preferred stock; 20,000,000 shares authorized at 0.001 par value:	$ 79

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2017	Dec. 31, 2016
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	975,000,000	975,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	88,606,774	16,095,929
Common stock, shares outstanding	88,606,774	16,095,929
Treasury stock, shares	616,667	216,667
Series B Preferred Stock [Member]
Preferred stock, shares issued	998,928	0
Preferred stock, shares outstanding	998,928	0
Liquidation preference	$ 0.001	$ 0.001
Series C Preferred Stock [Member]
Preferred stock, shares issued	79,368	0
Preferred stock, shares outstanding	79,368	0
Liquidation preference	$ 0.001	$ 0.001

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Revenues
E-commerce	$ 358	$ 2,242	$ 3,539	$ 2,242
Transaction verification services		119,220		310,623
Hosting		20,205		27,945
Total revenues	358	141,667	3,539	340,810
Power and mining expenses		(114,837)		(228,819)
Gross profit	358	26,830	3,539	111,991
Operating expenses (income):
Marketing	80	1,872	140	9,447
General and administrative	215,022	376,399	394,408	776,201
Impairment loss on fixed assets		240,853		240,853
Fair value adjustments for digital currencies		(4,868)		(9,153)
Total operating expenses	215,102	614,256	394,548	1,017,348
Net loss from operations	(214,744)	(587,426)	(391,009)	(905,357)
Other (expenses) income:
Impairment loss related to investment				(2,250,000)
Fair value adjustments for warrant liabilities	1,485,813	(9,719,017)	(31,687,073)	(9,221,784)
Fair value adjustments for convertible notes		(371,670)	(16,849,071)	(336,660)
Fair value adjustments for derivative liability shortfall of shares		(14,479,363)		(14,479,363)
Interest expenses		(2,639)		(6,180)
Loss on issuance of convertible preferred C stock	(2,809,497)		(2,809,497)
Loss on issuance of Units		(250,000)		(250,000)
Gain (loss) on extinguishment of debt	(6,870)	(2,512,473)	15,866,197	(2,512,473)
Gain on settlement of derivative liability	2,136,971		2,136,971
Loss from lease termination			(177,389)
Liquidated damages		(188,500)	(693,000)	(188,500)
Other expenses		(32,488)		(32,600)
Total other income (expenses)	806,417	(27,556,150)	(34,212,862)	(29,277,560)
Net income (loss)	$ 591,673	$ (28,143,576)	$ (34,603,871)	$ (30,182,917)
Net loss per share, basic and diluted	$ 0.01	$ (9.53)	$ (0.80)	$ (10.42)
Weighted average number of shares outstanding, basic and diluted
Basic and diluted	66,171,066	2,952,409	43,079,285	2,896,876

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Net Cash flows used from operating activities:
Net loss	$ (34,603,871)	$ (30,182,917)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expenses	920	179,845
Issuance of common stock for services	10,000
Change in fair value of digital currencies		(9,153)
Loss on issuance of Units		250,000
Fair value adjustments for warrant liabilities	31,687,073	9,221,784
Fair value adjustments for convertible notes	16,849,071	336,660
Fair value adjustments for derivative liability shortfall of shares		14,479,363
Gain on extinguishment of debt	(15,866,197)
Loss from lease termination	177,389
Impairment loss related to investment		2,250,000
Impairment loss on fixed assets		240,853
Loss on sale of fixed assets		35,102
Loss on extinguishment of debt		2,512,473
Loss on issuance of Preferred C	2,809,497
Gain on settlement of derivative liability	(2,136,971)
Bad debt expense		720
Liquidated damages	693,000	188,500
Changes in operating assets and liabilities:
Digital currencies		8,317
Accounts receivable		(720)
Prepaid expenses and other current assets	(28,019)	6,824
Accounts payable	(539,313)	(104,439)
Net cash used in operating activities	(947,421)	(586,788)
Net cash used in investing activities:
Purchase of property and equipment	(1,484)	(19,238)
Sale of property and equipment, net		55,436
Refund of lease deposit		300,889
Net cash (used in) provided by investing activities	(1,484)	337,087
Net cash provided by financing activities:
Net proceeds from exercise of warrant		91,765
Net proceeds from May fund raising	925,114
Proceeds from issuance of convertible notes, net		100,000
Payment to settle the investor loan	(54,000)
Net cash provided by financing activities	871,114	191,765
Net decrease in cash	(77,791)	(57,936)
Cash, beginning of period	95,068	124,535
Cash, end of period	17,277	66,599
Supplemental disclosure of non-cash financing and investing activities:
Cashless warrant exercise	24,628	12,500
Fractional shares adjusted for reverse split	4
FN Anti-Dilution Issuance of common stock	14,517
Conversion of Series B Preferred Stock	32,403
Management Redemption	400
Conversion of convertible notes to common stock		890,179
Settlement of notes and warrants	90,168,290
Preferred converted to Common Stock	(162)
Preferred issued for conversion of notes	$ 1,160

Business Organization and Natur

Business Organization and Nature of Operations	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization and Nature of Operations	Note 1 - Business Organization and Nature of Operations BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (the “Company”) was incorporated in 2008. In February 2014, the Company entered the business of hosting an online ecommerce marketplace where consumers can purchase merchandise using digital currencies, including bitcoin and is currently focused on blockchain and digital currency ecosystems. In January 2015, the Company began a rebranding campaign using its BTCS.COM domain (shorthand for Blockchain Technology Consumer Solutions) to better reflect its broadened strategy. The Company released its new website which included broader information on its strategy. In late 2014 we shifted our focus towards our transaction verification service business, also known as bitcoin mining, though in mid-2016 we ceased our transaction verification services operation at our North Carolina facility due to capital constraints. Although our ecommerce marketplace is still online, we are no longer developing, marketing or supporting it. The Company is an early entrant in the Digital Asset market and one of the first U.S. publicly traded companies to be involved with Digital Assets and blockchain technologies. Subject to additional financing, the Company plans to create a portfolio of digital assets including bitcoin and other “protocol tokens” to provide investors a diversified pure-play exposure to the bitcoin and blockchain industries. The Company intends to acquire digital assets through: open market purchases and participating in initial digital asset offerings (often referred to as initial coin offerings). Additionally, the Company may acquire digital assets by resuming its transaction verification services business through outsourced data centers and earning rewards in digital assets by securing their respective blockchains. Reverse Stock Split and Amendment to Certificate of Incorporation On February 13, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to implement a reverse stock split at a ratio of one-for-60. The reverse stock split became effective immediately. The Reverse Stock Split reduced the number of outstanding shares of Common Stock from 952,756,004 shares to 15,879,267 shares as of December 31, 2016. All per share amounts and outstanding shares of Common Stock including stock options, restricted stock and warrants, have been retroactively adjusted in these consolidated financial statements for all periods presented to reflect the 1-for-60 Reverse Stock Split. Further, exercise prices of stock options and warrants have been retroactively adjusted in these consolidated financial statements for all periods presented to reflect the 1-for-60 Reverse Stock Split. Numbers of shares of the Company’s preferred stock and convertible securities were not affected by the Reverse Stock Split; however, the conversion ratios have been adjusted to reflect the Reverse Stock Split.

Basis of Presentation

Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Note 2 - Basis of Presentation The accompanying unaudited 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, 2016.

Liquidity, Financial Condition

Liquidity, Financial Condition and Management's Plans	6 Months Ended
	Jun. 30, 2017
Liquidity Financial Condition And Managements Plans
Liquidity, Financial Condition and Management's Plans	Note 3 - Liquidity, Financial Condition and Management’s Plans The Company has commenced its planned operations but has limited operating activities to date. The Company has financed its operations since inception using proceeds received from capital contributions made by its officers and proceeds in financing transactions. On May 25, 2017, the Company raised $1 million in cash from four institutional investors in exchange for the issuance of 79,368 of a new class of Series C Convertible Preferred Stock (“Series C”) and three types of warrants as described below. The 79,368 Series C shares are initially convertible into 15,873,600 shares of common stock. The Series C is convertible at $0.07 per share or approximately $0.063 per share after giving effect to the additional $1,111,111. The Company is subject to a number of customary covenants and a restriction on the incurrence of indebtedness for one year. Within 120 days, the Company agreed to file a registration statement, now pending, which covers the common stock issuable upon exercise of the registrable securities described below. The registration statement covers 47,302,176 shares of common underlying the Series A Warrants, Additional Warrants, and Bonus Warrants. 15,873,600 Series A Warrants exercisable at $0.085 per share over a five-year period; 15,714,288 Additional Warrants exercisable at $0.085 per share over a period which is the earlier of (i) one-year after the effective date of a registration statement covering the warrant shares, or (ii) three years from the date of issuance. The Additional Warrants are callable by the Company for nominal consideration if the common stock trades above $0.17 per share and the daily volume is more than $50,000 for at least 20 trading days; 15,714,288 Bonus Warrants exercisable at $0.17 per share, over a three-year period. The Bonus Warrants are also callable for nominal consideration but the threshold price is more than $0.30 per share. The total gross proceeds raised were $1 million, with net proceeds of $925,114, after deducting the offering expenses. All of these securities are subject to price protection. For further information on these securities, see Note 9 – Subsequent Events. 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. The Company used approximately $0.9 million of cash in its operating activities for the six months ended June 30, 2017. The Company incurred $34.6 million net loss for the six months ended June 30, 2017. The Company had cash of approximately $17,000 and a working capital deficiency of approximately $5.5 million at June 30, 2017, which includes $5.2 million for the fair value of derivative liabilities. The Company expects to incur losses into the foreseeable future as it undertakes its efforts to execute its business plans. The Company will require significant additional capital to sustain its short-term operations and make the investments it needs to execute its longer term business plan. The Company’s existing liquidity is not sufficient to fund its operations and anticipated capital expenditures for the foreseeable future. The Company is currently seeking to obtain additional debt or equity financing, however there are currently no commitments in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. See Note 9 – Subsequent Events. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has not made adjustments to the accompanying consolidated financial statements to reflect the potential effects on the recoverability and classification of assets or liabilities should the Company be unable to continue as a going concern. The Company continues to incur ongoing administrative and other operating expenses, including public company expenses, in excess of revenues. While the Company continues to implement its business strategy, it intends to finance its activities by: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, ● seeking additional financing through sales of additional securities

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 4 - Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2016 Annual Report. Concentration of Cash The Company maintains cash balances at two financial institutions in checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. As of June 30, 2017 and December 31, 2016, the Company had $17,000 and $95,000 in cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities, or ASC 815, as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. We determine the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company used a Monte Carlo model to separately value the Warrants issued in connection with the convertible notes in order to take into account the possibility of an adjustment to the exercise price associated with new rounds of financing in the future. Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, the valuation of derivative liabilities, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Convertible Preferred Stock The Company has evaluated its convertible preferred stock and warrants in accordance with the provisions of ASC 815, Derivatives and Hedging, including consideration of embedded derivatives requiring bifurcation. The issuance of the convertible preferred stock could generate a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. Net Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. The following financial instruments were not included in the diluted loss per share calculation as of June 30, 2017 and 2016 because their effect was anti-dilutive: As of June 30, 2017 2016 Warrants to purchase common stock 122,418,645 19,736,443 Convertible notes - 4,572,937 Favored Nations - 7,912,541 Series B preferred stock 199,785,600 - Series C preferred stock 15,873,600 - Total 338,077,845 32,221,921 Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (the FASB) issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that ASU No. 2016-01 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”). The purpose of ASU 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. The amendments in ASU 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU 2016-08 on the consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The new standard will be effective on January 1, 2020. Early adoption will be available on January 1, 2019. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new pronouncement on its consolidated statements of cash flows. In January 2017, FASB issued ASU No. 2017-01, “Business Combinations – Clarifying the Definition of a Business” (Topic 805) (“ASU No. 2017-01”). ASU 2017-01 provides a framework to use in determining when a set of assets and activities is a business. ASU 2017-01 provides more consistency in applying the business combination guidance, reduces the costs of application, and makes the definition of a business more operable. ASU 2017-01 is effective for interim and annual periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact ASU 2017-01 will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU No. 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard will be effective for the Company beginning in the first quarter of fiscal year 2021 is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815).

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 5 - Fair Value Measurements The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2017 and December 31, 2016: Fair value measured at June 30, 2017 Total carrying value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs June 30, 2017 (Level 1) (Level 2) (Level 3) Assets Digital Currencies $ 199 $ 199 - - Liabilities Derivative liabilities $ 5,191,634 - - $ 5,191,634 Fair value measured at December 31, 2016 Total carrying value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs December 31, 2016 (Level 1) (Level 2) (Level 3) Assets Digital Currencies $ 199 $ 199 - - Liabilities Derivative liabilities $ 23,231,938 - - $ 23,231,938 Derivative liabilities for shortfall of shares 14,915,419 - - 14,915,419 Convertible notes inclusive of derivative liabilities 3,283,034 - - 3,283,034 There were no transfers between Level 1, 2 or 3 during the three months ended June 30, 2017. The following table presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. Changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2017: Derivative liabilities balance - January 1, 2017 $ 23,231,938 Conversion of warrant liabilities (51,325,017 ) Fair value adjustments for warrant liabilities 31,687,073 Gain on settlement of derivative liability (2,136,971 ) Loss on issuance of Preferred C 2,809,497 Net proceeds from May fund raising 925,114 Derivative liabilities balance - June 30, 2017 $ 5,191,634 Derivative liabilities for shortfall of shares balance - January 1, 2017 $ 14,915,419 Conversion of shortfall shares liabilities (14,915,419 ) Derivative liabilities for shortfall of shares balance - June 30, 2017 $ - Convertible notes at fair value - January 1, 2017 $ 3,283,034 Conversion of convertible notes (20,132,105 ) Change in fair value of convertible notes (including OID discount) 16,849,071 Convertible notes at fair value - June 30, 2017 $ - The Company’s derivative liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2017 is as follows: Warrant Liabilities Date of valuation March 2, 2017 May 24, 2017 June 30, 2017 Strike Price 0.025 - 18.000 0.085 0.025 - 18.000 Volatility 186.7% - 208.3 % 210.10% - 254.70 % 207.68% - 267.65 % Risk-free interest rate 1.25% - 1.83 % 1.24% - 1.79 % 1.30% - 1.87 % Contractual life (in years) 1.79 to 3.79 1.52 to 5.00 1.42 to 4.90 Dividend yield (per share) 0 0 0 Convertible Notes at Fair Value Date of valuation March 2, 2017 Strike Price 0.32 Volatility 267.8 % Risk-free interest rate 0.68 % Dividend yield (per share) 0 The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Management.

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 - Related Party Transactions On January 30, 2017, the Company received 24,000,000 pre-split shares (400,000 shares post-split) of Common Stock for cancelation for no consideration (the “Escrow Shares”). The Escrow Shares were placed in escrow by Charles Allen our Chief Executive Officer, Chief Financial Officer and Chairman, and Michal Handerhan, our Chief Operating Officer and corporate secretary (collectively, the “Principal Stockholders”) pursuant to a securities escrow agreement dated February 19, 2016 (the “Securities Escrow Agreement”). The Company recorded an adjustment to additional paid-in capital for $400 related to this transaction.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2017
Debt Disclosure [Abstract]
Notes Payable	Note 7 - Notes Payable On March 9, 2017, the Company completed a securities exchange offer (the “Note Offer”) with its three convertible note holders (the “Note Holders”). Pursuant to the Note Offer the Note Holders agreed to exchange i) $868,897 of 5% Original Issue Discount 10% Senior Convertible Note Due September 16, 2016, originally issued in December 2015 and all accrued interest and liquidated damages owed (collectively the “Senior Notes”), ii) $175,000 of 20% Original Issue Discount Junior Convertible Notes Due December 5, 2016, originally issued in June 2016 and all accrued interest and liquidated damages owed (collectively the “Junior Notes”), iii) $220,002 of 8% Convertible Notes Due June 6, 2017, originally issued in December 2016 and all accrued interest owed (collectively the “Convertible Notes”), and iv) 97,423,579 warrants (the “Senior Warrants”) for 845,631 shares of Series B Convertible Preferred Stock (the “Preferred”). After giving effect to the Note Offer the Company no longer had any Senior Notes, Junior Notes or Convertible Notes outstanding. A gain of $15.9 million was booked for the extinguishment of $90.2 million liabilities associated with convertible notes, warrant liabilities, shortfall shares liabilities and liquidated damages.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Stockholders' Equity	Note 8 - Stockholders’ Equity Reverse Stock Split and Amendment to Certificate of Incorporation On February 13, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of State of Nevada to implement a reverse stock split at a ratio of one-for-60. The reverse stock split became effective immediately. See note 1 – Business Organization and Nature of Operations. 2017 Activities On February 28, 2017, the Company issued 4,370 shares of Common Stock in connection with the one-for-60 reverse stock split resulting from the rounding up of fractional shares of Common Stock to the whole shares of Common Stock. On March 9, 2017, as a result of the Note Offer (described in Note 7) becoming effective, a securities exchange offer made to the Company’s January 19, 2015 investors (the “January Offer”) was accepted by certain of those investors (the “January Investors”). Pursuant to the January Offer the January Investors agreed to exchange i) 12,052,344 shares of common stock owed pursuant to the favored nations provision of the January 19, 2015 subscription agreement (the “January Agreement”), and ii) 30,130,861 warrants owed pursuant to the favored nations provision of the January Agreement for 210,919 shares of Preferred. On March 9, 2017, as a result of the Note Offer (described in Note 7) becoming effective, a securities exchange offer made to the Company’s April 19, 2015 investors (the “April Offer”) was accepted by certain of those investors (the “April Investors”). Pursuant to the April Offer, the April Investors agreed to exchange i) 20,110,699 shares of Common Stock owed pursuant to the favored nations provision of the April 19, 2015 subscription agreement (the “April Agreement”), and ii) 28,154,980 warrants owed pursuant to the favored nations provision of the April Agreement for 104,391 shares of Preferred. On March 15, 2017, the Company issued investors who participated in its: i) January 19, 2015 financing and rejected the January Offer, and ii) April 19, 2015 financing and rejected the April Offer an aggregate of 14,517,352 share of Common Stock and 112,782,487 warrants. The Common Stock and warrant issuances were made pursuant to the favored nations provision of the January Agreement and April Agreement. On March 15, 2017, the Company filed a Certificate of Designation for the Preferred with the Secretary of State of the State of Nevada. The Preferred Certificate of Designation provides authorization for the issuance of 1,160,941 shares of Preferred, par value $0.001. On March 22, 2017, the Company entered into a Settlement Agreement and Note (the “CSC Agreement”) with CSC Leasing Company (“CSC”) with respect to the equipment lease schedule entered into between CSC and the Company (the “CSC Lease”). Pursuant to the CSC Agreement the Company has agreed to: i) issue CSC 833,333 shares valued at $61,667 of the Company’s common stock (the “Shares”), and ii) pay CSC $200,000 (the “Cash Payment”). On April 4, 2017, the Company entered into a Settlement Agreement with RK Equity Advisors, LLC and Pickwick Capital Partners, LLC with respect to the tail provision of the Engagement Letter dated August 19, 2015. Pursuant to the Settlement Agreement the Company has agreed to: i) terminate the Engagement Letter including all provisions thereof and including any obligations to future fees, and ii) convert the Estimated Liability into 125,000 shares of common stock of the Company, par value $0.001 per share at a price of $0.10 per share. The total value of this transaction is $10,000. On May 25, 2017, the Company raised $1 million in cash from four institutional investors in exchange for the issuance of $1,111,111 of of Series C. See Note 3- Liquidity, Financial Condition and Management’s Plans. Between March 15, 2017 and June 30, 2017, the Company issued 24,628,136 shares of Common Stock for the cashless exercise of 37,948,307 warrants. Between March 28, 2017 and June 30, 2017, the Company issued 32,402,600 shares of Common Stock upon the conversion of 162,013 shares of Series B Convertible Preferred stock.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events Between July 1, 2017 and October 13, 2017, the Company issued 56,572,046 shares of Common Stock for the cashless exercise of 72,527,119 warrants. Between July 1, 2017 and October 18, 2017, the Company issued 56,148,800 shares of Common Stock upon the conversion of 280,744 shares of Series B Convertible Preferred stock. On October 10, 2017, BTCS Inc. (the “Company”) entered into a Securities Purchase Agreement with four investors who committed $750,000 in cash and $250,000 in bitcoin in exchange for a new class of Series C-1 Convertible Preferred Stock (the “Series C-1”) and Series B Warrants exercisable at $0.135 per share (the “October Financing”). The Series C-1 is initially convertible into shares of the Company’s common stock at an effective price $0.085 per share. Both the Series C-1 and Series B Warrants are subject to adjustment in the event of future sales of the Company’s equity securities or common stock equivalents at a lower price, subject to elimination of the price protection on the Exchange Date (which is defined and described below). The investors are three institutional investors who were also investors in the Company’s May 2017 Series C financing (the “May Financing”) and the Australian entity which the Company previously announced that it had entered into a non-binding letter of intent to merge with (the “Proposed Merger”); this investor made its $250,000 investment in bitcoin (59.381 BTC). The Proposed Merger is still pending and subject to the same contingencies previously announced. Further, the Company can provide no assurances or guarantees it will be able to consummate the Proposed Merger. The terms of the Series C-1 and the Series B Warrants are essentially identical to the May Financing, except that the May Financing had three types of warrants rather than one. The offering is continuing up to a maximum of $1,500,000 in cash, bitcoin and/or ethereum. At the closing of the October Financing, the institutional investors agreed to release $100,000 from escrow in order to permit the Company to pay its auditors and other expenses (the “First Closing”). Charles Allen, our Chairman, Chief Executive Officer and Chief Financial Officer and Michal Handerhan our Chief Operating Officer (collectively the “Officers”) did not receive any proceeds from the First Closing towards owed out of pocket expenses of approximately $13,000 and accrued and unpaid salaries of approximately $110,000 associated with the Company’s failure to make payroll since July 1, 2017. If the Company does not file this Report (the “10Q”) by October 24 th th Common Stock Underlying: First Closing of $100,000 Second Closing of $900,000 Additional investment of up to $500,000 Series C-1 1,176,600 10,588,800 5,882,400 Series B Warrants 1,176,600 10,588,800 5,882,400 Total 2,353,200 21,177,600 11,764,800 The Company and the investors also entered into a letter agreement (the “Side Letter”) which provided for various waivers of certain investor protection provisions within the May Financing and the October Financing in order to permit the Proposed Merger to occur. The following are the key elements of the Side Letter: ● The investors agreed to eliminate various investor protective provisions from the May Financing. However, the representations and warranties and indemnification provisions in the May Financing Securities Purchase Agreement (the “May SPA”), limitations on the issuance of preferred stock (except in connection with the Proposed Merger) and variable rate financings remain, and the investors’ right of first refusal will expire nine months following the closing of the Proposed Merger. ● 91 Days following the closing of the Proposed Merger (the “Exchange Date”), the Series C and Series C-1 shall each be exchanged for Series B Convertible Preferred Stock (the “Newly Issued Series B”) identical to that issued in March 2017. The Series B is similar to the outstanding common stock, except for its containing a standard 4.99% beneficial ownership blocker. ● On the Exchange Date, the provision of the May SPA blocking the issuance of preferred stock and precluding the Company from engaging in variable rate transactions expires. ● All of the provisions of the October Financing Securities Purchase Agreement expire except for the representations and warranties and indemnification provisions. ● On the Exchange Date, all anti-dilution and price protections for the investors in the May and October Financings expire. ● Until the Exchange Date, the Company must maintain a 300% share reserve for the common stock issuable under all outstanding Newly Issued Series B, Series C and Series C-1 Preferred Stock or if it fails to do so it must on the Exchange Date issue the affected investors a one-time grant of 20% of the Newly Issued Series B. ● Beginning on the Exchange Date, for a nine month period, if the Company fails to meet any of 11 targets, it must issue any affected investors a one-time grant of 20% of the newly issued Series B. These targets include the failure to timely file a Form 10-Q within 15 days after its due date, failure to post XBRL on its website, suspension of trading, delays in delivering common stock upon conversion of Series B or exercise of warrants and any delay in removing restrictive legends. The issuance of the Series C-1 shares and the Series B Warrants is exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof. The institutional investors previously invested in securities of the Company, the Australian investor has entered into a non-binding term sheet with respect to the Proposed Merger, the Company did not engage in general solicitation or advertising with regard to the issuance and sale of the securities and has not offered securities to the public in connection with such issuance and sale. Each investor represented that it is an accredited investor and purchased the securities for investment and not with a view to distribution. In connection with the October Financing, the Officers have both notified the Company that in the event the Company is: i) unable to effectuate the Second Closing of this financing, or ii) unable to consummate the Proposed Merger, they intend to terminate their employment and resign as officers and directors of the Company. On October 4, 2017, the Company filed the Certificate of Designation with the Nevada Secretary of State. The Certificate of Designation authorized the Company to issue the shares of Series C-1.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Concentration of Cash	Concentration of Cash The Company maintains cash balances at two financial institutions in checking accounts and money market accounts. The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. As of June 30, 2017 and December 31, 2016, the Company had $17,000 and $95,000 in cash and cash equivalents. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash.
Derivative Instruments	Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic 815, Accounting for Derivative Instruments and Hedging Activities, or ASC 815, as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. We determine the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company used a Monte Carlo model to separately value the Warrants issued in connection with the convertible notes in order to take into account the possibility of an adjustment to the exercise price associated with new rounds of financing in the future.
Use of Estimates	Use of Estimates The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, the valuation of derivative liabilities, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions.
Convertible Preferred Stock	Convertible Preferred Stock The Company has evaluated its convertible preferred stock and warrants in accordance with the provisions of ASC 815, Derivatives and Hedging, including consideration of embedded derivatives requiring bifurcation. The issuance of the convertible preferred stock could generate a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date.
Net Loss Per Share	Net Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of stock options (using the treasury stock method) and the conversion of the Company’s convertible preferred stock and warrants (using the if-converted method). Diluted loss per share excludes the shares issuable upon the conversion of preferred stock and the exercise of stock options and warrants from the calculation of net loss per share if their effect would be anti-dilutive. The following financial instruments were not included in the diluted loss per share calculation as of June 30, 2017 and 2016 because their effect was anti-dilutive: As of June 30, 2017 2016 Warrants to purchase common stock 122,418,645 19,736,443 Convertible notes - 4,572,937 Favored Nations - 7,912,541 Series B preferred stock 199,785,600 - Series C preferred stock 15,873,600 - Total 338,077,845 32,221,921
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board (the FASB) issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. ASU No. 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company is currently evaluating the impact that ASU No. 2016-01 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”). The purpose of ASU 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. The amendments in ASU 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU 2016-08 on the consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires that expected credit losses relating to financial assets measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The new standard will be effective on January 1, 2020. Early adoption will be available on January 1, 2019. The Company is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of this new pronouncement on its consolidated statements of cash flows. In January 2017, FASB issued ASU No. 2017-01, “Business Combinations – Clarifying the Definition of a Business” (Topic 805) (“ASU No. 2017-01”). ASU 2017-01 provides a framework to use in determining when a set of assets and activities is a business. ASU 2017-01 provides more consistency in applying the business combination guidance, reduces the costs of application, and makes the definition of a business more operable. ASU 2017-01 is effective for interim and annual periods within those annual periods beginning after December 15, 2017. The Company is currently evaluating the impact ASU 2017-01 will have on the Company’s results of operations, financial position and disclosures, but it is not expected to have a material impact. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU No. 2017-04 removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This standard will be effective for the Company beginning in the first quarter of fiscal year 2021 is required to be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact this standard will have on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815).

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Schedule of Earnings Per Share Anti-Diluted	The following financial instruments were not included in the diluted loss per share calculation as of June 30, 2017 and 2016 because their effect was anti-dilutive: As of June 30, 2017 2016 Warrants to purchase common stock 122,418,645 19,736,443 Convertible notes - 4,572,937 Favored Nations - 7,912,541 Series B preferred stock 199,785,600 - Series C preferred stock 15,873,600 - Total 338,077,845 32,221,921

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Summary of Fair Value Liabilities Measured at Fair Value On Recurring Basis	The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of June 30, 2017 and December 31, 2016: Fair value measured at June 30, 2017 Total carrying value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs June 30, 2017 (Level 1) (Level 2) (Level 3) Assets Digital Currencies $ 199 $ 199 - - Liabilities Derivative liabilities $ 5,191,634 - - $ 5,191,634 Fair value measured at December 31, 2016 Total carrying value at Quoted prices in active markets Significant other observable inputs Significant unobservable inputs December 31, 2016 (Level 1) (Level 2) (Level 3) Assets Digital Currencies $ 199 $ 199 - - Liabilities Derivative liabilities $ 23,231,938 - - $ 23,231,938 Derivative liabilities for shortfall of shares 14,915,419 - - 14,915,419 Convertible notes inclusive of derivative liabilities 3,283,034 - - 3,283,034
Schedule of Changes in Level 3 Liabilities Measured at Fair Value	Changes in Level 3 liabilities measured at fair value for the six months ended June 30, 2017: Derivative liabilities balance - January 1, 2017 $ 23,231,938 Conversion of warrant liabilities (51,325,017 ) Fair value adjustments for warrant liabilities 31,687,073 Gain on settlement of derivative liability (2,136,971 ) Loss on issuance of Preferred C 2,809,497 Net proceeds from May fund raising 925,114 Derivative liabilities balance - June 30, 2017 $ 5,191,634
Schedule of Derivative Liabilities for Shortfall of Shares	Derivative liabilities for shortfall of shares balance - January 1, 2017 $ 14,915,419 Conversion of shortfall shares liabilities (14,915,419 Derivative liabilities for shortfall of shares balance - June 30, 2017 $ -
Schedule of Changes in Fair Value of Convertible Notes	Convertible notes at fair value - January 1, 2017 $ 3,283,034 Conversion of convertible notes (20,132,105 Change in fair value of convertible notes (including OID discount) 16,849,071 Convertible notes at fair value - June 30, 2017 $ -
Summary of Quantitative Information to Valuation Methodology	A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liabilities that are categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2017 is as follows: Warrant Liabilities Date of valuation March 2, 2017 May 24, 2017 June 30, 2017 Strike Price 0.025 - 18.000 0.085 0.025 - 18.000 Volatility 186.7% - 208.3 % 210.10% - 254.70 % 207.68% - 267.65 % Risk-free interest rate 1.25% - 1.83 % 1.24% - 1.79 % 1.30% - 1.87 % Contractual life (in years) 1.79 to 3.79 1.52 to 5.00 1.42 to 4.90 Dividend yield (per share) 0 0 0 Convertible Notes at Fair Value Date of valuation March 2, 2017 Strike Price 0.32 Volatility 267.8 % Risk-free interest rate 0.68 % Dividend yield (per share) 0

Subsequent Events (Tables)

Subsequent Events (Tables)	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Schedule of Potentially Issuable Common Stock	The following table details the total number of shares of the Company’s common stock potentially issuable as a result of the October Financing. Common Stock Underlying: First Closing of $100,000 Second Closing of $900,000 Additional investment of up to $500,000 Series C-1 1,176,600 10,588,800 5,882,400 Series B Warrants 1,176,600 10,588,800 5,882,400 Total 2,353,200 21,177,600 11,764,800

Business Organization and Nat19

Business Organization and Nature of Operations (Details Narrative) - shares	Feb. 13, 2017	Jun. 30, 2017	Dec. 31, 2016
Number of outstanding shares of common stock		88,606,774	16,095,929
Reverse stock split	1-for-60	1-for-60
Minimum [Member]
Number of outstanding shares of common stock			15,879,267
Maximum [Member]
Number of outstanding shares of common stock			952,756,004

Liquidity, Financial Conditio20

Liquidity, Financial Condition and Management's Plans (Details Narrative) - USD ($)	May 25, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Mar. 15, 2017	Dec. 31, 2016	Dec. 31, 2015
Preferred stock, shares issued						1,160,941
Net proceeds from May fund raising				$ 925,114
Net cash used in operating activities				947,421	586,788
Net loss		$ (591,673)	$ 28,143,576	34,603,871	30,182,917
Cash		17,277	$ 66,599	17,277	$ 66,599		$ 95,068	$ 124,535
Working capital deficiency		5,500,000		5,500,000
Fair value of derivative liabilities		$ 5,191,634		$ 5,191,634			$ 23,231,938
Warrants [Member]
Number of common stock issued to cover warrants	47,302,176
Series A Warrants [Member]
Number of common stock issued to cover warrants	15,873,600
Warrant exercise price per share	$ 0.085
Warrant term	5 years
Additional Warrants [Member]
Number of common stock issued to cover warrants	15,714,288
Warrant exercise price per share	$ 0.085
Share issued price per share	$ 0.17
Additional Warrants [Member] | Minimum [Member]
Common stock trading volume	$ 50,000
Bonus Warrants [Member]
Number of common stock issued to cover warrants	15,714,288
Warrant exercise price per share	$ 0.17
Warrant term	3 years
Bonus Warrants [Member] | Minimum [Member]
Threshold price per share	$ 0.30
Four Institutional Investors [Member] | Common Stock [Member]
Number of preferred stock shares convertible into common stock	15,873,600
Four Institutional Investors [Member] | Common Stock Equivalents [Member]
Preferred stock conversion price per share	$ 0.063
Four Institutional Investors [Member] | Series C Convertible Preferred Stock [Member]
Proceeds from issuance of preferred stock	$ 1,000,000
Preferred stock, shares issued	79,368
Preferred stock conversion price per share	$ 0.07
Preferred stock convertible, value	$ 1,111,111

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Cash and cash equivalents	$ 17,277	$ 95,068	$ 66,599	$ 124,535

Summary of Significant Accoun22

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Anti-Diluted (Details) - shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Excluded potentially dilutive securities	338,077,845	32,221,921
Warrants to Purchase Common Stock [Member]
Excluded potentially dilutive securities	122,418,645	19,736,443
Convertible Notes [Member]
Excluded potentially dilutive securities		4,572,937
Favored Nations [Member]
Excluded potentially dilutive securities		7,912,541
Series B Preferred Stock [Member]
Excluded potentially dilutive securities	199,785,600
Series C Preferred Stock [Member]
Excluded potentially dilutive securities	15,873,600

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Fair Value Liabilities Measured at Fair Value On Recurring Basis (Details) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Digital currencies	$ 199	$ 199
Derivative Liabilities	5,191,634	23,231,938
Derivative liabilities for shortfall of shares		14,915,419
Convertible notes at inclusive of derivative liabilities		3,283,034
Quoted Prices in Active Markets (Level 1)[Member]
Digital currencies	199	199
Derivative Liabilities
Derivative liabilities for shortfall of shares
Convertible notes at inclusive of derivative liabilities
Significant Other Observable Inputs (Level 2) [Member]
Digital currencies
Derivative Liabilities
Derivative liabilities for shortfall of shares
Convertible notes at inclusive of derivative liabilities
Significant Unobservable Inputs (Level 3) [Member]
Digital currencies
Derivative Liabilities	5,191,634	23,231,938
Derivative liabilities for shortfall of shares		14,915,419
Convertible notes at inclusive of derivative liabilities		$ 3,283,034

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Changes in Level 3 Liabilities Measured at Fair Value (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Beginning balance			$ 23,231,938
Conversion of warrant liabilities			(51,325,017)
Fair value adjustments for warrant liabilities	$ (1,485,813)	$ 9,719,017	31,687,073	$ 9,221,784
Gain on settlement of derivative liability	(2,136,971)		(2,136,971)
Loss on issuance of Preferred C	2,809,497		2,809,497
Net proceeds from May fund raising			925,114
Ending balance	$ 5,191,634		$ 5,191,634

Fair Value Measurements - Sch25

Fair Value Measurements - Schedule of Derivative Liabilities for Shortfall of Shares (Details)	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value Disclosures [Abstract]
Derivative liabilities for shortfall of shares balance - January 1, 2017	$ 14,915,419
Conversion of shortfall shares liabilities	(14,915,419)
Derivative liabilities for shortfall of shares balance - June 31, 2017

Fair Value Measurements - Sch26

Fair Value Measurements - Schedule of Changes in Fair Value of Convertible Notes (Details)	6 Months Ended
	Jun. 30, 2017USD ($)
Fair Value Disclosures [Abstract]
Convertible notes at fair value, beginning balance	$ 3,283,034
Conversion of convertible notes	(20,132,105)
Change in fair value of convertible notes (including OID discount)	16,849,071
Convertible notes at fair value, ending balance

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Quantitative Information to Valuation Methodology (Details) - $ / shares	May 24, 2017	Mar. 02, 2017	Jun. 30, 2017
Convertible Notes at Fair Value [Member]
Strike price		$ .32
Volatility		267.80%
Risk-free interest rate		0.68%
Dividend yield (per share)		$ 0
Warrant Liabilities [Member]
Strike price	$ 0.085
Dividend yield (per share)	$ 0	0	$ 0
Warrant Liabilities [Member] | Minimum [Member]
Strike price		$ 0.025	$ 0.025
Volatility	210.10%	186.70%	207.68%
Risk-free interest rate	1.24%	1.25%	1.30%
Contractual life (in years)	1 year 6 months 7 days	1 year 9 months 14 days	1 year 5 months 1 day
Warrant Liabilities [Member] | Maximum [Member]
Strike price		$ 18	$ 18
Volatility	254.70%	208.30%	267.65%
Risk-free interest rate	1.79%	1.83%	1.87%
Contractual life (in years)	5 years	3 years 9 months 14 days	4 years 10 months 25 days

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - Charles Allen [Member]	Jan. 30, 2017USD ($)shares
Number of escrowed shares cancelation	24,000,000
Post-split shares of commons stock	400,000
Adjustment to additional paid in capital | $	$ 400

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Mar. 09, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Gain on extinguishment of debt		$ (6,870)	$ (2,512,473)	$ 15,866,197	$ (2,512,473)
Derivative liabilities		5,191,634		5,191,634		$ 23,231,938
Convertible Notes, Warrant Liabilities, Shortfall Shares Liabilities and Liquidated Damages [Member]
Derivative liabilities		$ 90,200,000		$ 90,200,000
Series B Convertible Preferred Stock [Member]
Number of common stock shares issued for conversion of debt	845,631
Senior Convertible Note [Member]
Debt instrument principal amount	$ 868,897
Original issue discount percentage	5.00%
Notes interest rate percentage	10.00%
Debt maturity date	Sep. 16, 2016
Junior Convertible Notes [Member]
Debt instrument principal amount	$ 175,000
Original issue discount percentage	20.00%
Debt maturity date	Dec. 5, 2016
Convertible Notes [Member]
Debt instrument principal amount	$ 220,002
Original issue discount percentage	8.00%
Debt maturity date	Jun. 6, 2017
Senior Warrants [Member]
Debt convertible into warrant shares	97,423,579

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	May 25, 2017	Apr. 04, 2017	Mar. 22, 2017	Mar. 09, 2017	Feb. 28, 2017	Feb. 13, 2017	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2017	Mar. 15, 2017	Dec. 31, 2016	Apr. 19, 2015
Reverse stock split						1-for-60			1-for-60
Common stock, shares authorized							975,000,000	975,000,000	975,000,000		975,000,000
Preferred stock, shares issued										1,160,941
Preferred stock, par value							$ 0.001	$ 0.001	$ 0.001	$ 0.001	$ 0.001
Common stock, par value							$ 0.001	$ 0.001	$ 0.001		$ 0.001
Number of common stock issued to convert estimated liability, value									$ 20,132,105
Common Stock [Member]
Number of common stock shares issued for cashless exercise of warrants								24,628,136
Cashless exercise of warrant								37,948,307
Conversion of stock, shares issued							32,402,600
Series B Convertible Preferred Stock [Member]
Number of common stock issued to convert estimated liability				845,631
Conversion of stock, shares converted							162,013
Four Institutional Investors [Member] | Series C Convertible Preferred Stock [Member]
Preferred stock, shares issued	79,368
Proceeds from issuance of preferred stock	$ 1,000,000
Preferred stock convertible, value	$ 1,111,111
January Agreement [Member]
Common stock, shares authorized				12,052,344
Number of warrant shares issued				30,130,861
Preferred stock, shares issued				210,919
April Agreement [Member]
Common stock, shares authorized				20,110,699
Number of warrant shares issued				28,154,980
Preferred stock, shares issued				104,391
January Agreement and April Agreement [Member]
Common stock, shares authorized												14,517,352
Number of warrant shares issued												112,782,487
CSC Agreement [Member]
Number of common stock shares issued			833,333
Number of common stock shares issued value			$ 61,667
Payment to acquire cash payment			$ 200,000
Settlement Agreement [Member] | RK Equity Advisors, LLC and Pickwick Capital Partners, LLC [Member]
Number of common stock issued to convert estimated liability		125,000
Common stock, par value		$ 0.001
Debt conversion price per share		$ 0.10
Number of common stock issued to convert estimated liability, value		$ 10,000
2017 Activities [Member]
Reverse stock split					one-for-60 reverse stock split
Number of common stock shares issued					4,370

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Oct. 18, 2017	Oct. 10, 2017	May 31, 2017	Oct. 13, 2017	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2016
Pocket expenses							$ 32,488			$ 32,600
Series B Convertible Preferred Stock [Member]
Number of shares converted						162,013
Common Stock [Member]
Number of common stock shares issued for cashless exercise of warrants								24,628,136
Cashless exercise of warrant								37,948,307
Conversion of stock, shares issued						32,402,600
Subsequent Event [Member]
Number of common stock shares issued for cashless exercise of warrants				56,572,046
Cashless exercise of warrant				72,527,119
Payment to acquire investment			$ 250,000
Pocket expenses			13,000
Accrued and unpaid salaries			110,000
Subsequent Event [Member] | Exchange Date [Member]
Beneficial ownership interest rate									4.99%
Share reserve for common stock issuable, percent									300.00%
One time grant of newly issued shares, percentage									20.00%
Subsequent Event [Member] | Institutional Investor [Member]
Due from related parties					100,000	$ 100,000		$ 100,000	$ 100,000
Subsequent Event [Member] | First Closing [Member]
Escrow, amount					650,000	650,000		650,000	650,000
Subsequent Event [Member] | May Financing [Member]
Proceeds from financing activities			1,500,000
Subsequent Event [Member] | May Financing [Member] | First Closing [Member]
Escrow, amount			$ 100,000
Subsequent Event [Member] | Bitcoin [Member] | First Closing [Member]
Remaining funds					$ 250,000	$ 250,000		$ 250,000	$ 250,000
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Four Investors [Member]
Proceeds from issuance of convertible preferred stock		$ 750,000
Warrant exercise price per share		$ 0.135
Common stock price per share		$ 0.085
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Four Investors [Member] | Bitcoin [Member]
Proceeds from issuance of convertible preferred stock		$ 250,000
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member]
Number of shares converted	280,744
Subsequent Event [Member] | Common Stock [Member]
Conversion of stock, shares issued	56,148,800

Subsequent Events - Schedule of

Subsequent Events - Schedule of Potentially Issuable Common Stock (Details) - Subsequent Event [Member]	Jun. 30, 2017shares
First Closing of 100,000 [Member]
Number of shares of common stock potentially issuable	2,353,200
First Closing of 100,000 [Member] | Series C-1 [Member]
Number of shares of common stock potentially issuable	1,176,600
First Closing of 100,000 [Member] | Series B Warrants [Member]
Number of shares of common stock potentially issuable	1,176,600
Second Closing of 900,000 [Member]
Number of shares of common stock potentially issuable	21,177,600
Second Closing of 900,000 [Member] | Series C-1 [Member]
Number of shares of common stock potentially issuable	10,588,800
Second Closing of 900,000 [Member] | Series B Warrants [Member]
Number of shares of common stock potentially issuable	10,588,800
Additional Investment of Upto 500,000 [Member]
Number of shares of common stock potentially issuable	11,764,800
Additional Investment of Upto 500,000 [Member] | Series C-1 [Member]
Number of shares of common stock potentially issuable	5,882,400
Additional Investment of Upto 500,000 [Member] | Series B Warrants [Member]
Number of shares of common stock potentially issuable	5,882,400

Subsequent Events - Schedule 33

Subsequent Events - Schedule of Potentially Issuable Common Stock (Details) (Parenthetical) - USD ($)	Jun. 30, 2017	Dec. 31, 2016
Common stock, closing value	$ 88,607	$ 16,097
Subsequent Event [Member] | First Closing of 100,000 [Member]
Common stock, closing value	100,000
Subsequent Event [Member] | Second Closing of 900,000 [Member]
Common stock, closing value	900,000
Subsequent Event [Member] | Additional Investment of Upto 500,000 [Member]
Common stock, closing value	$ 500,000