BTCS (BTCS) 10-K/A 22 Jun 20 2019 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 09, 2020	Jun. 28, 2019
Document And Entity Information
Entity Registrant Name	BTCS Inc.
Entity Central Index Key	0001436229
Document Type	10-K/A
Document Period End Date	Dec. 31, 2019
Amendment Flag	true
Amendment Description	This is Amendment No. 1 on Form 10-K/A ("Amendment") to the Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as originally filed with the Securities and Exchange Commission (the "SEC") on March 23, 2020 (the "Original Form 10-K") by BTCS Inc. (the "Company", "we", "us", or "our"). The purpose of this Amendment is to correct an error in the Company's previously issued financial statements for the period ended December 31, 2019 (as well as related disclosure within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations) in connection with the classification of the $374,979 purchase of digital currencies in the statement of cash flows. The $374,979 purchase of digital currencies has now been re-classified from an investing activity to an operating activity in the statement of cash flows. See pages F-5 and F-6 of this Amendment. In addition, the Exhibit Index in Item 15 of Part IV of the Original Form 10-K is hereby amended and restated in its entirety and currently dated certifications required under the Sarbanes-Oxley Act of 2002 are filed (or furnished) as exhibits to this Amendment. Except as described above, no other changes have been made to the Original Form 10-K. The Original Form 10-K continues to speak as of the filing date of the Original Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 10-K other than as expressly indicated in this Amendment. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company's filings with the SEC after the filing of the Original Form 10-K.
Current Fiscal Year End Date	--12-31
Entity Well-Known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 5,895,908
Entity Common Stock, Shares Outstanding		24,213,051
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 143,098	$ 52,117
Digital currencies	252,903
Prepaid expense	24,008	8,333
Total current assets	420,009	60,450
Other assets:
Property and equipment, net	1,344	2,703
Total other assets	1,344	2,703
Total Assets	421,353	63,153
Liabilities and Stockholders' Deficit:
Accounts payable and accrued expense	28,324	14,244
Accrued compensation	416,935	104,902
Convertible notes payable, net	159,854
Short term loan		200,000
Total current liabilities	605,113	319,146
Stockholders' deficit:
Common stock, 975,000,000 shares authorized at $0.001 par value, 19,831,521 and 12,515,201 shares issued and outstanding at December 31, 2019 and 2018, respectively	19,830	12,515
Additional paid in capital	116,780,174	115,074,655
Accumulated deficit	(116,983,793)	(115,343,192)
Total stockholders' deficit	(183,760)	(255,993)
Total Liabilities and stockholders' deficit	421,353	63,153
Series B Convertible Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, value
Series C-1 Convertible Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, value	$ 29	$ 29

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
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	19,831,521	12,515,201
Common stock, shares outstanding	19,831,521	12,515,201
Series B Convertible Preferred Stock [Member]
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, liquidation preference per share	$ 0.001	$ 0.001
Series C-1 Convertible Preferred Stock [Member]
Preferred stock, shares issued	29,414	29,414
Preferred stock, shares outstanding	29,414	29,414
Preferred stock, liquidation preference per share	$ 0.001	$ 0.001

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating expenses:
General and administrative	$ 1,422,394	$ 986,525
Marketing	9,989	3,644
Total operating expenses	1,432,383	990,169
Other (expense) income:
Interest expense	(86,142)
Impairment loss on digital currencies	(121,117)
Realized (loss) gain on digital currencies transactions	(959)	163,749
Total other (expenses) income	(208,218)	163,749
Net loss	(1,640,601)	(826,420)
Deemed dividend related to reduction of warrant strike price	(95,708)	(5,600)
Net loss attributable to common stockholders	$ (1,736,309)	$ (832,020)
Net loss per share attributable to common stockholders, basic and diluted	$ (0.11)	$ (0.07)
Weighted average number of common shares outstanding, basic and diluted	15,885,129	12,385,402

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Deficit - USD ($)	Series B Convertible Preferred Stock [Member]	Series C-1 Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 25	$ 50	$ 12,101	$ 115,018,023	$ (114,516,772)	$ 513,427
Balance, Shares at Dec. 31, 2017	25,877	50,004	12,101,462
Conversion of Series B Convertible Preferred Stock to common stock	$ (25)		$ 173	(148)
Conversion of Series B Convertible Preferred Stock to common stock, Shares	(25,877)		172,513
Conversion of Series C-1 Convertible Preferred stock to common stock		$ (21)	$ 137	(116)
Conversion of Series C-1 Convertible Preferred stock to common stock, shares		(20,590)	137,266
Cashless warrant exercise			$ 9	(9)
Cashless warrant exercise, Shares			8,961
Warrant exercise			$ 95	56,905		57,000
Warrant exercise, shares			94,999
Net loss					(826,420)	(826,420)
Balance at Dec. 31, 2018		$ 29	$ 12,515	115,074,655	(115,343,192)	(255,993)
Balance, Shares at Dec. 31, 2018		29,414	12,515,201
Common stock issued including equity commitment fee, net			$ 4,642	1,157,358		1,162,000
Common stock issued including equity commitment fee, net, shares			4,642,108
Conversion of convertible notes			$ 1,931	216,040		217,971
Conversion of convertible notes, Shares			1,931,788
Beneficial conversion features associated with convertible notes payable				104,493		104,493
Fractional shares adjusted for reverse split			$ 17	(17)
Fractional shares adjusted for reverse split, shares			16,860
Warrant exercise			$ 725	227,645		228,370
Warrant exercise, shares			725,564
Net loss					(1,640,601)	(1,640,601)
Balance at Dec. 31, 2019		$ 29	$ 19,830	$ 116,780,174	$ (116,983,793)	$ (183,760)
Balance, Shares at Dec. 31, 2019		29,414	19,831,521

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net Cash flows used from operating activities:
Net loss	$ (1,640,601)	$ (826,420)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses	1,359	1,130
Amortization on debt discount	64,345
Realized loss (gain) on digital currencies transactions	959	(163,749)
Proceeds from sale of digital currencies		380,868
Purchase of digital currencies	(374,979)
Interest expense	20,630
Impairment loss on digital currencies	121,117
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(15,675)	59,403
Accounts payable and accrued expenses	11,423	43,149
Accrued compensation	312,033
Net cash used in operating activities	(1,499,389)	(505,619)
Net cash used in investing activities:
Purchase of property and equipment		(2,598)
Net cash used in investing activities		(2,598)
Net cash provided by financing activities:
Proceeds from short term loan	200,000	200,000
Proceeds from exercise of warrants	228,370	57,000
Net proceeds from issuance of common stock	1,162,000
Net cash provided by financing activities	1,590,370	257,000
Net increase (decrease) in cash	90,981	(251,217)
Cash, beginning of period	52,117	303,334
Cash, end of period	143,098	52,117
Cash paid for interest and taxes	905
Supplemental disclosure of non-cash financing and investing activities:
Conversion of Series B Convertible Preferred Stock to common stock		5,175
Conversion of Series C-1 Convertible Preferred Stock to common stock		4,118
Conversion of convertible note to common stock	217,971
Exchange of promissory note and accrued interest into convertible note	217,973
Cashless warrant exercise		269
Fractional shares adjusted for reverse split	17
Deemed dividend	95,708	5,600
Beneficial conversion features associated with convertible notes payable	$ 104,493

Organization and Description of

Organization and Description of Business and Recent Developments	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business and Recent Developments	Note 1 - Organization and Description of Business and Recent Developments 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 Assets, 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. Subject to additional financing, the Company plans to acquire additional Digital Assets to provide investors with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether. The Company intends to acquire Digital Assets through open market purchases. We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets that appear to benefit our investors, subject to the certain limitations regarding Digital Securities. The Company is also seeking to acquire controlling interests in businesses in the blockchain industry. The Company has not participated in any initial coin offerings as it believes most of the offerings entail the offering of Digital Securities and require registration under the Securities Act and under state securities laws or can only be sold to accredited investors in the United States. Since about July 2017, initial coin offerings using Digital Securities have been (or should be) limited to accredited investors. Because we cannot qualify as an accredited investor, we do not intend to acquire coins in initial coin offerings or from purchasers in such offerings. Further, the Company does not intend to participate in registered or unregistered initial coin offerings. The Company will carefully review its purchases of Digital Securities to avoid violating the 1940 Act and seek to reduce potential liabilities under the federal securities laws. Digital asset blockchains are typically maintained by a network of participants which run servers which secure their blockchain. The Company is also internally developing a digital asset data analytics platform to provide information to users, such as tracking of multiple exchanges and wallets to aggregate portfolio holdings into a single platform to view and analyze performance, risk metrics, and potential tax implications. The market is rapidly evolving and there can be no assurances that we will be competitive with industry participants that have or may have greater resources than us. Amendment to Articles of Incorporation On April 5, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State to effect a one-for 30 reverse split of the Company’s class of common stock. The Amendment took effect on April 9, 2019. No fractional shares were or will be issued or distributed as a result of the Amendment. Fractional shares resulting from the reverse split were rounded up to the nearest whole share. Numbers of shares of the Company’s preferred stock were not affected by the Reverse Stock Split; however, the conversion ratios have been adjusted to reflect the Reverse Stock Split. The financial statements have been retroactively restated to reflect the reverse stock split.

Basis of Presentation and Resta

Basis of Presentation and Restatement of the Consolidated Financial Statements	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Restatement of the Consolidated Financial Statements	Note 2 - Basis of Presentation and Restatement of the Consolidated Financial Statements Basis of Presentation The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries, DM. DM was dissolved on May 2, 2018. The Company maintains its books of account and prepares financial statements in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The Company’s fiscal year ends on December 31. All significant intercompany balances and transactions have been eliminated in consolidation. Restatement of the Consolidated Financial Statements The purpose of this amendment is to correct an error in the Company’s previously issued financial statements for the period ended December 31, 2019 in connection with the classification of the $374,979 purchase of digital currencies in the statement of cash flows. The $374,979 purchase of digital currencies has now been re-classified from an investing activity to an operating activity in the statement of cash flows. There was no effect of the restatement to the Company’s consolidated balance sheet, consolidated statement of operations and consolidated statement of changes in stockholders’ deficit for the year ended December 31, 2019. In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality (“SAB 99”) and Staff Accounting Bulletin 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), the Company has determined that the impact of adjustments relating to the correction of this accounting error are not material to previously issued annual audited financial statements. The effect of the restatement on the Company’s consolidated statement of cash flows for the year ended December 31, 2019 are as follows: For the years ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated Net cash used in operating activities $ (1,124,410 ) $ (374,979 ) $ (1,499,389 ) Net cash used in investing activities (374,979 ) 374,979 - Net cash provided by financing activities 1,590,370 - 1,590,370 Net increase in cash 90,981 - 90,981 There was no impact to net cash provided by financing activities within our consolidated statement of cash flows nor was there an impact on the net increase in cash resulting from restatement. The impacts of the restatement has been reflected throughout these financial statements, including the applicable footnotes, as appropriate.

Liquidity, Financial Condition

Liquidity, Financial Condition and Management's Plans	12 Months Ended
	Dec. 31, 2019
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. 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. Our working capital needs are influenced by our level of operations, and generally decrease with higher levels of revenue. The Company used approximately $1.1 million of cash in its operating activities for the year ended December 31, 2019. The Company incurred $1.6 million net loss for the year ended December 31, 2019. The Company had cash of approximately $0.1 million and a negative working capital of approximately $0.2 million at December 31, 2019. 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 equity financing, primarily through the Equity Line Purchase Agreement with Cavalry and seeking to obtain additional equity linked debt financing, however there are currently no other commitments of debt or equity 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. 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 financial statements have been prepared assuming the Company will continue as a going concern. The Company has not made adjustments to the accompanying 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 whether through Cavalry or other investors.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 4- Summary of Significant Accounting Policies A summary of the significant accounting policies applied in the preparation of the accompanying financial statements is as follows: 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 six months or less when purchased to be cash and cash equivalents. As of December 31, 2019 and 2018, the Company had approximately $143,000 and $52,000 in cash. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2019 and 2018, the Company had $0 in excess of the FDIC insured limit. Digital Assets Translations and Remeasurements Digital Assets are included in current assets in the balance sheets. Digital Assets are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gain (loss) on sale of Digital Assets are included in other income (expense) in the statements of operations. The Company assesses impairment of Digital Assets quarterly if the fair value of digital assets is less than its cost basis. The Company recognizes impairment losses on Digital Assets caused by decreases in fair value using the average U.S. dollar spot price of the related Digital Asset as of each impairment date. Such impairment in the value of Digital Assets are recorded as a component of costs and expenses in our statements of operations. Property and Equipment Property and equipment consists of leasehold improvements, computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization is recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) Use of Estimates The accompanying 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 indefinite life intangible 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 indefinite life 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. Income Taxes The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred. Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising expenses amounted to approximately $10,000 and $4,000 for the years ended December 31, 2019 and 2018, respectively. 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 Company’s convertible preferred stock, convertible notes and warrants. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, notes 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 December 31, 2019 and 2018 because their effect was anti-dilutive: As of December 31, 2019 2018 Warrants to purchase common stock 937,904 1,955,264 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 3,676,471 - Total 4,810,468 2,151,357 Preferred Stock The Company applies the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. The Company’s preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within the Company’s control as of December 31, 2019 and 2018. Accordingly, all issuances of preferred stock are presented as a component of stockholders’ equity. Convertible Instruments The Company has evaluated the Series A Convertible Preferred Stock (“Preferred Stock”) component of the Private Placement and determined it should be considered an “equity host” and not a “debt host” as defined by ASC 815, Derivatives and Hedging. This evaluation is necessary in order to determine if any embedded features require bifurcation and, therefore, separate accounting as a derivative liability. The Company’s analysis followed the “whole instrument approach,” which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the Preferred Stock’s economic characteristics and risks and more specifically evaluated all the stated and implied substantive terms and features including (i) whether the Preferred Stock included redemption features, (ii) whether the preferred stockholders were entitled to dividends, (iii) the voting rights of the Preferred Stock and (iv) the existence and nature of any conversion rights. As a result of the Company’s determination that the Preferred Stock is an “equity host,” the embedded conversion feature is not considered a derivative liability. Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the FASB Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s common stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASU 2014-09 on January 1, 2018, using the modified retrospective approach. Because the Company doesn’t have any customer contracts as of January 1, 2018, the adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations, equity or cash flows. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

Note Payable

Note Payable	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Note Payable	Note 5 - Note Payable 2018 Note On December 18, 2018, the Company issued a $200,000 promissory note to one institutional investor (the “Promissory Note”). The Promissory Note was due on September 18, 2019 and bears interest at a rate of 12%. In the event of default, the Promissory Note bears interest at a rate of 20%. By the maturity date of the Promissory Note, the Company made no payment in connection with this Promissory Note and accrued interest expense of $17,973. On September 18, 2019, the Company and holder of the Promissory Note agreed to exchange the Promissory Note, including $17,973 accrued and unpaid interest for a new $217,973 Convertible Note dated September 18, 2019 (the “Convertible Note”). The Convertible Note is due December 18, 2019 and is convertible at a 20% discount to the closing price of the Company’s common stock on the principal trading market on the date before exercise, provided however that the conversion price shall never be less than $0.10 per share. The Convertible Note shall bear interest at 12% per annum (payable at maturity) and may be prepaid by the Company. From September 18, 2019 to September 30, 2019, the Company issued a total of 1,252,058 shares of the Company’s Common Stock for the conversion of $150,000 of principal on the Convertible Note and made no payment in connection with this Convertible Note and accrued interest expense. On October 16, 2019, the Company issued a total of 679,730 shares of the Company’s Common Stock for the conversion of the remaining $67,973 of principal on the Convertible Note and subsequently paid all the accrued interest expense of $905 on the Convertible Note. The exchange of the Promissory Note into the Convertible Note met the definition of an extinguishment. However, the carrying amount of the Promissory Note and the fair value of the Convertible Note were comparable. Therefore, no gain or loss was recorded on the extinguishment. In addition, the Convertible Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance date, the Convertible Note was convertible into 1,746,579 shares of common stock at $0.12 per share, but the Company’s fair value of underlying common stock was $0.16 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $54,000 with a corresponding credit to additional paid-in capital. During the year ended December 31, 2019, the Company recorded approximately $54,000 in interest expense related to amortization on debt discount related to the Convertible Note. 2019 Note On November 7, 2019, the Company issued a $200,000 promissory note (the “2019 Promissory Note”). The 2019 Promissory Note is due on August 7, 2020 and is: (i) convertible at a 20% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.02 per share, (ii) shall bear interest at 12% per annum (payable at maturity) and in the event of default bears interest at a rate of 20%, (iii) convertible at the Company’s option subject to certain limitations as set forth in the 2019 Promissory Note, and (iv) may be prepaid by the Company. During the year ended December 31, 2019, the Company recorded approximately $10,000 in interest expense related to amortization on debt discount related to the 2019 Promissory Note. As of December 31, 2019, the Convertible Note had principal balance of $0.2 million, accrued interest on the note payable of approximately $4,000 and approximately $40,000 remaining unamortized debt discount. In addition, the Convertible Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance date, the Convertible Note was convertible into 2,173,913 shares of common stock at $0.09 per share, but the Company’s fair value of underlying common stock was $0.12 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $50,000 with a corresponding credit to additional paid-in capital.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Stockholders' Equity	Note 6 - Stockholders’ Equity Amendment to Articles of Incorporation On April 5, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State to effect a one-for 30 reverse split of the Company’s class of common stock. The Amendment took effect on April 9, 2019. No fractional shares were or will be issued or distributed as a result of the Amendment. Fractional shares resulting from the reverse split were rounded up to the nearest whole share. Numbers of shares of the Company’s preferred stock were not affected by the Reverse Stock Split; however, the conversion ratios have been adjusted to reflect the Reverse Stock Split. The financial statements have been retroactively restated to reflect the reverse stock split. 2019 Activities On April 18, 2019, the Company issued 16,860 shares of Common Stock in connection with the one-for 30 reverse split resulting from the rounding up of fractional shares of Common Stock to the whole shares of Common Stock. During 2019, the Company issued 4,374,741 shares of Common Stock (including 333,334 commitment shares and 68,532 pro-rata commitment shares) under the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $1.16 million. During 2019, the Company issued 725,564 shares of Common Stock for the cash exercise of Series A Warrants, Additional Warrants, and Bonus Warrants resulting in aggregate proceeds of $228 thousand to the Company. During 2019, the Company issued a total of 1,931,788 shares of the Company’s Common Stock for the conversion of approximately $218,000 of principal on the Convertible Note. Equity Line Purchase Agreement On May 13, 2019, the Company entered into an equity line purchase agreement with Cavalry Fund I LP (“Cavalry”) (the “Purchase Agreement”) pursuant to which Cavalry agreed to purchase from the Company, at Company’s sole discretion, up to $10,000,000 of common stock (subject to certain limitations) from time to time over a 36-month period. In consideration for entering into the $10 million Purchase Agreement, the Company issued to Cavalry 333,334 shares of common stock as a commitment fee and will issue up to 583,334 shares of common stock pro rata as Cavalry purchases additional shares. Concurrently with the execution of the Purchase Agreement on May 13, 2019, the Company and Cavalry also entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to file a registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”), no later than May 23, 2019 to register for resale by Cavalry under the Securities Act of 1933 (the “Act”), the shares of common stock that the Company may elect to issue and sell to Cavalry from time to time under the Purchase Agreement. The Registration Rights Agreement provides that in the event the Company is unable to register sufficient shares under the Registration Statement, the Company will be required to file additional registration statements such that sufficient registered shares are available for issuance and sale to Cavalry under the Purchase Agreement. The Company filed a Registration Statement on Form S-1 seeking to register 4,374,741 shares. The Registration Statement was declared effective by the SEC on May 28, 2019. Provided the Registration Statement remains current and effective and the conditions set forth in the Purchase Agreement are satisfied, the Company may, from time to time and at its sole discretion, direct Cavalry to purchase shares of the Company’s common stock during trading hours (“Intraday Puts”) and after trading hours until 7 p.m. New York time (“Aftermarket Puts”) (either an Intraday Put or an Aftermarket Put may be referred to as a “Put”). The Company may make multiple Puts each day subject to delivery of the shares associated with prior Puts. The number of shares that may be sold under an Intraday Put shall be equal to the total daily trading dollar volume (“Daily Trading Dollar Volume”) for the trading day prior to the applicable Put date, divided by the Intraday Purchase Price (such shares being the “Intraday Put Share Limit”). The “Intraday Purchase Price” means the lower of: (i) 94% of the lowest sale price on the trading day prior to the applicable Put date, and (ii) 94% of the arithmetic average of the three lowest closing prices for the Company’s common stock during the 12 consecutive trading days ending on the Trading Day immediately preceding such Put date. The number of shares that may be sold under an Aftermarket Put shall be equal to the Daily Trading Dollar Volume, divided by the Aftermarket Put Price (such shares being the “Aftermarket Put Share Limit”). The “Aftermarket Put Price” means: the lower of: (i) the lowest Sale Price on the applicable Put date, and (ii) the arithmetic average of the three lowest closing prices for the Company’s common stock during the 12 consecutive trading days ending on the trading day immediately preceding such Put date. Upon mutual agreement of Cavalry and the Company and subject to written confirmation by Cavalry that such agreement will not result in violation of the 4.99% beneficial ownership limitation, the Company may increase the Intraday Put Share Limit or the Aftermarket Put Share Limit, as applicable, for any Put to include an amount equal to $2,000,000 in Put shares at the applicable Purchase Price, in each case in addition to the applicable Intraday Put Share Limit or Aftermarket Put Share Limit. In all instances, the Company may not sell shares of its common stock to Cavalry under the Purchase Agreement if it would result in Cavalry beneficially owning more than 4.99% of the Company’s common stock or if the closing price the trading day immediately preceding the Put date is below $0.005. As of December 31, 2019, the Company sold all 4,374,741 shares available for sale under the Registration Statement for total proceeds of $1,162,000, net of cost of $12,625. On September 5, 2019, the Company filed a second Registration Statement on Form S-1 seeking to register 6,454,000 shares. The second Registration Statement was declared effective by the SEC on December 20, 2019. As of December 31, 2019, the Company sold 267,367 shares available for sale under the second Registration Statement for total proceeds of $15,986. 2018 Activities On January 1, 2018, the Company issued 172,513 shares of Common Stock upon the conversion of 25,877 shares of Series B Convertible Preferred stock. On April 20, 2018, the Company issued 13,073 shares of Common Stock upon the conversion of 1,961 shares of Series C-1 Convertible Preferred stock. On April 23, 2018, the Company issued 39,220 shares of Common Stock upon the conversion of 5,883 shares of Series C-1 Convertible Preferred stock. On April 24, 2018, the Company issued 84,973 shares of Common Stock upon the conversion of 12,746 shares of Series C-1 Convertible Preferred stock. On July 23, 2018, the Company issued 8,961 shares of Common Stock for the cashless exercise of 18,518 warrants. On October 11, 2018 the Company issued four investors each 458,333 Series C Warrants or 1,833,333 warrants in aggregate. These Series C Warrants were not lawfully issued in accordance with the Nevada Revised Statutes (“NRS”). On October 25, 2018 the Company and each of the four investors who hold the Series C Warrants agreed to cancel the Series C Warrants for no consideration. Accordingly, the Series C Warrants are not outstanding. On November 13, 2018, pursuant to the Amendment to Securities Agreement dated December 7, 2017, the Company temporarily reduced the exercise price of 133,333 Series A Warrants from $0.085 to $0.02 (the “Offer”). The offer was made to all four investors who are record holders of the Series A Warrants on identical terms. Each investor had the option to exercise up to 33,333 Series A Warrants at the lower exercise price. Over the course of November 13 through November 16, 2018, the Company issued 95,000 shares of Common Stock for the cash exercise of Series A Warrants through the Offer resulting in aggregate proceeds of $57,000 to the Company. Stock Purchase Warrants The following is a summary of warrant activity for the year ended December 31, 2019 and 2018: Number of Warrants Outstanding as of December 31, 2017 2,068,831 Issuance of Series C Warrants 1,833,333 Cancellation of Series C Warrants for no consideration (1,833,333 ) Cashless warrant exercise (18,519 ) Warrants exercise for cash (94,999 ) Expiration of warrant (39 ) Outstanding as of December 31, 2018 1,955,274 Warrants exercise for cash (725,564 ) Expiration of warrant (291,806 ) Outstanding as of December 31, 2019 937,904

Employment Agreements

Employment Agreements	12 Months Ended
	Dec. 31, 2019
Retirement Benefits [Abstract]
Employment Agreements	Note 7 - Employment Agreements Charles W. Allen On June 22, 2017, we entered into an employment agreement with Charles Allen (the “Allen Employment Agreement”), whereby Mr. Allen agreed to serve as our Chief Executive Officer and Chief Financial Officer for a period of two (2) years, subject to renewal, in consideration for an annual salary of $245,000. Additionally, under the terms of the Allen Employment Agreement, Mr. Allen shall be eligible for an annual bonus if we meet certain criteria, as established by the Board of Directors. Mr. Allen shall be entitled to participate in all benefits plans we provide to our senior executive. The Company accrued approximately $256,000 in bonuses during the year ended December 31, 2019 and did not pay or accrue any amount for bonuses during the year ended December 31, 2018. We shall reimburse Mr. Allen for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $500 per month to cover expenses in connection with their office space needs. On February 6, 2019 we amended the Allen Employment Agreement whereby the annual salary was increased to $345,000 per year effective January 1, 2019. Michal Handerhan On June 22, 2017, we entered into an employment agreement with Michal Handerhan (the “Handerhan Employment Agreement”), whereby Mr. Handerhan agreed to serve as our Chief Operating Officer and Secretary for a period of two (2) years, subject to renewal, in consideration for an annual salary of $190,000. Additionally, under the terms of the Handerhan Employment Agreement, Mr. Handerhan shall be eligible for an annual bonus if we meet certain criteria, as established by the Board of Directors. Mr. Handerhan shall be entitled to participate in all benefits plans we provide to our senior executive. The Company accrued approximately $150,000 in bonuses during the year ended December 31, 2019 and did not pay or accrue any amount for bonuses during the year ended December 31, 2018. We shall reimburse Mr. Handerhan for all reasonable expenses incurred in the course of his employment. The Company shall pay the Executive $500 per month to cover telephone and internet expenses. If the Company does not provide office space to the Executive the Company will pay the Executive an additional $500 per month to cover expenses in connection with their office space needs. On February 6, 2019 we amended the Handerhan Employment Agreement whereby the annual salary was increased to $215,000 per year effective on January 1, 2019. The terms of the Allen Employment Agreement and Handerhan Employment Agreement (collectively the “Employment Agreements”) provide each of Messrs. Allen and Handerhan (the “Executives”) certain, severance and change of control benefits if the Executive resigns from the Company for good reason or the Company terminates him other than for cause. In such circumstances, the Executive would be entitled to a lump sum payment equal to (i) the Executive’s then-current base salary, and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant. In addition, the severance benefit for the Executives the employment agreements include the Company continuing to pay for medical and life insurance coverage for up to one year following termination. If, within eighteen months following a change of control (as defined below), the Executive’s employment is terminated by the Company without cause or he resigns from the Company for good reason, the Executive will receive certain severance compensation. In such circumstances, the cash benefit to the Executive will be a lump sum payment equal to two times (i) his then-current base salary and (ii) his prior year cash bonus and incentive compensation. Upon the occurrence of a change of control, irrespective of whether his employment with the Company terminates, each Executive’s stock options and equity-based awards will immediately vest. A “change of control” for purposes of the Employment Agreements means any of the following: (i) the sale or partial sale of the Corporation to an un-affiliated person or entity or group of un-affiliated persons or entities pursuant to which such party or parties acquire shares of capital stock of the Corporation representing at least twenty five (25%) of the fully diluted capital stock (including warrants, convertible notes, and preferred stock on an as converted basis) of the Corporation; (ii) the sale of the Corporation to an un-affiliated person or entity or group of such persons or entities pursuant to which such party or parties acquire all or substantially all of the Corporation’s assets determined on a consolidated basis, or (iii) Incumbent Directors (Mr. Allen and Mr. Handerhan) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the board of directors of the Company. Additionally, pursuant to the terms of the Employment Agreements, we have agreed to execute and deliver in favor of the Executives an indemnification agreement and to maintain directors’ and officers’ insurance with terms and in the amounts commensurate with our senior executive.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 8 - Income Taxes The Company had no income tax expense due to operating loss incurred for the years ended December 31, 2019 and 2018. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2019 and 2018 are comprised of the following: As of December 31, 2019 2018 Deferred tax assets: Net-operating loss carryforward $ 1,436,050 $ 1,117,532 Other - - Total Deferred Tax Assets 1,436,050 1,117,532 Valuation allowance (1,436,050 ) (1,117,532 ) Deferred Tax Asset, Net of Allowance $ - $ - At December 31, 2019, the Company had net operating loss carry forwards for federal and state tax purposes of approximately $6.84 million which begins to expire in 2034. For tax years beginning after December 31, 2017, NOLs generated can offset only 80% of taxable income in any given tax year. The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in 2018 and future years. Prior to the merger, the Company had generated net operating losses, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382. The Company has not completed its IRC Section 382 Valuation, as required and the NOL’s because of potential Change of Ownerships might be completely worthless. Therefore, Management of the Company has recorded a Full Valuation Reserve, since it is more likely than not that no benefit will be realized for the Deferred Tax Assets. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2019. The valuation allowance increased by approximately $0.32 million as of December 31, 2019. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: For the years ended December 31, 2019 2018 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.3 )% (6.3 )% Federal tax rate change 0.0 % 0.0 Other 27.3 % 27.3 Change in Valuation Allowance (0.0 )% (0.0 )% Income Taxes Provision (Benefit) - % - % The Company has not identified any uncertain tax positions requiring a reserve as of December 31, 2019.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 9 - Subsequent Events From January 1, 2020 through March 9, 2020 the Company sold 4,363,744 shares and issued 17,786 pro-rata commitment shares The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2019
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 six months or less when purchased to be cash and cash equivalents. As of December 31, 2019 and 2018, the Company had approximately $143,000 and $52,000 in cash. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of December 31, 2019 and 2018, the Company had $0 in excess of the FDIC insured limit.
Digital Assets Translations and Remeasurements	Digital Assets Translations and Remeasurements Digital Assets are included in current assets in the balance sheets. Digital Assets are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gain (loss) on sale of Digital Assets are included in other income (expense) in the statements of operations. The Company assesses impairment of Digital Assets quarterly if the fair value of digital assets is less than its cost basis. The Company recognizes impairment losses on Digital Assets caused by decreases in fair value using the average U.S. dollar spot price of the related Digital Asset as of each impairment date. Such impairment in the value of Digital Assets are recorded as a component of costs and expenses in our statements of operations.
Property and Equipment	Property and Equipment Property and equipment consists of leasehold improvements, computer, equipment and office furniture and fixtures, all of which are recorded at cost. Depreciation and amortization is recorded using the straight-line method over the respective useful lives of the assets ranging from three to five years. Long-lived assets are reviewed for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Financial instruments, including cash and cash equivalents, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 - quoted prices in active markets for identical assets or liabilities Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)
Use of Estimates	Use of Estimates The accompanying 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 indefinite life intangible 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 indefinite life 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.
Income Taxes	Income Taxes The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company’s policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company’s inception, no such interest or penalties have been incurred.
Employee Stock-Based Compensation	Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.
Advertising Expense	Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising expenses amounted to approximately $10,000 and $4,000 for the years ended December 31, 2019 and 2018, respectively.
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 Company’s convertible preferred stock, convertible notes and warrants. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, notes 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 December 31, 2019 and 2018 because their effect was anti-dilutive: As of December 31, 2019 2018 Warrants to purchase common stock 937,904 1,955,264 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 3,676,471 - Total 4,810,468 2,151,357
Preferred Stock	Preferred Stock The Company applies the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity” when determining the classification and measurement of preferred stock. Preferred shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares (if any), which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies its preferred shares in stockholders’ equity. The Company’s preferred shares do not feature any redemption rights within the holders’ control or conditional redemption features not within the Company’s control as of December 31, 2019 and 2018. Accordingly, all issuances of preferred stock are presented as a component of stockholders’ equity.
Convertible Instruments	Convertible Instruments The Company has evaluated the Series A Convertible Preferred Stock (“Preferred Stock”) component of the Private Placement and determined it should be considered an “equity host” and not a “debt host” as defined by ASC 815, Derivatives and Hedging. This evaluation is necessary in order to determine if any embedded features require bifurcation and, therefore, separate accounting as a derivative liability. The Company’s analysis followed the “whole instrument approach,” which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company’s analysis was based on a consideration of the Preferred Stock’s economic characteristics and risks and more specifically evaluated all the stated and implied substantive terms and features including (i) whether the Preferred Stock included redemption features, (ii) whether the preferred stockholders were entitled to dividends, (iii) the voting rights of the Preferred Stock and (iv) the existence and nature of any conversion rights. As a result of the Company’s determination that the Preferred Stock is an “equity host,” the embedded conversion feature is not considered a derivative liability.
Beneficial Conversion Feature of Convertible Notes Payable	Beneficial Conversion Feature of Convertible Notes Payable The Company accounts for convertible notes payable in accordance with the guidelines established by the FASB Accounting Standards Codification (“ASC”) Topic 470-20, Debt with Conversion and Other Options. The beneficial conversion feature of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a beneficial conversion feature related to the issuance of a convertible note when issued. The discounted face value is then used to measure the effective conversion price of the note. The effective conversion price and the market price of the Company’s common stock are used to calculate the intrinsic value of the conversion feature. The intrinsic value is recorded in the financial statements as a debt discount from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (ASU 2014-09) as modified by ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” and ASU No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” The revenue recognition principle in ASU 2014-09 is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, new and enhanced disclosures will be required. Companies may adopt the new standard either using the full retrospective approach, a modified retrospective approach with practical expedients, or a cumulative effect upon adoption approach. The Company adopted ASU 2014-09 on January 1, 2018, using the modified retrospective approach. Because the Company doesn’t have any customer contracts as of January 1, 2018, the adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations, equity or cash flows. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures.

Basis of Presentation and Res_2

Basis of Presentation and Restatement of the Consolidated Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Error Corrections and Prior Period Adjustments	The effect of the restatement on the Company’s consolidated statement of cash flows for the year ended December 31, 2019 are as follows: For the years ended December 31, 2019 As Previously Reported Restatement Adjustment As Restated Net cash used in operating activities $ (1,124,410 ) $ (374,979 ) $ (1,499,389 ) Net cash used in investing activities (374,979 ) 374,979 - Net cash provided by financing activities 1,590,370 - 1,590,370 Net increase in cash 90,981 - 90,981

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2019
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 December 31, 2019 and 2018 because their effect was anti-dilutive: As of December 31, 2019 2018 Warrants to purchase common stock 937,904 1,955,264 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 3,676,471 - Total 4,810,468 2,151,357

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
Summary of Warrant Activity	The following is a summary of warrant activity for the year ended December 31, 2019 and 2018: Number of Warrants Outstanding as of December 31, 2017 2,068,831 Issuance of Series C Warrants 1,833,333 Cancellation of Series C Warrants for no consideration (1,833,333 ) Cashless warrant exercise (18,519 ) Warrants exercise for cash (94,999 ) Expiration of warrant (39 ) Outstanding as of December 31, 2018 1,955,274 Warrants exercise for cash (725,564 ) Expiration of warrant (291,806 ) Outstanding as of December 31, 2019 937,904

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets	The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2019 and 2018 are comprised of the following: As of December 31, 2019 2018 Deferred tax assets: Net-operating loss carryforward $ 1,436,050 $ 1,117,532 Other - - Total Deferred Tax Assets 1,436,050 1,117,532 Valuation allowance (1,436,050 ) (1,117,532 ) Deferred Tax Asset, Net of Allowance $ - $ -
Schedule of Income Tax Rate	The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: For the years ended December 31, 2019 2018 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.3 )% (6.3 )% Federal tax rate change 0.0 % 0.0 Other 27.3 % 27.3 Change in Valuation Allowance (0.0 )% (0.0 )% Income Taxes Provision (Benefit) - % - %

Organization and Description _2

Organization and Description of Business and Recent Developments (Details Narrative)	Apr. 18, 2019	Apr. 05, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Reverse stock split	one-for 30 reverse split	one-for 30 reverse split

Basis of Presentation and Res_3

Basis of Presentation and Restatement of the Consolidated Financial Statements (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Purchase of digital currencies	$ 374,979

Basis of Presentation and Res_4

Basis of Presentation and Restatement of the Consolidated Financial Statements - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net cash used in operating activities	$ (1,499,389)	$ (505,619)
Net cash used in investing activities		(2,598)
Net cash provided by financing activities	1,590,370	257,000
Net increase (decrease) in cash	90,981	$ (251,217)
Previously Reported [Member]
Net cash used in operating activities	(1,124,410)
Net cash used in investing activities	(374,979)
Net cash provided by financing activities	1,590,370
Net increase (decrease) in cash	90,981
Restatement Adjustment [Member]
Net cash used in operating activities	(374,979)
Net cash used in investing activities	374,979
Net cash provided by financing activities
Net increase (decrease) in cash

Liquidity, Financial Conditio_2

Liquidity, Financial Condition and Management's Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Liquidity Financial Condition And Managements Plans
Net cash used in operating activities	$ (1,499,389)	$ (505,619)
Net loss	(1,640,601)	(826,420)
Cash	143,098	$ 52,117
Working capital	$ (200,000)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash and cash equivalents	$ 143,098	$ 52,117
Cash, FDIC Insured Amount	$ 0	0
Income tax likelihood percentage description	Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement.
Advertising expenses	$ 10,000	$ 4,000
Maximum [Member]
Cash, FDIC Insured Amount	$ 250,000
Property and equipment depreciated over period	5 years
Minimum [Member]
Property and equipment depreciated over period	3 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Anti-diluted (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Total	4,810,468	2,151,357
Warrants to Purchase Common Stock [Member]
Total	937,904	1,955,264
Series C-1 Convertible Preferred Stock [Member]
Total	196,093	196,093
Convertible Notes [Member]
Total	3,676,471

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Dec. 31, 2019	Nov. 07, 2019	Oct. 16, 2019	Sep. 30, 2019	Sep. 18, 2019	Dec. 18, 2018	Dec. 31, 2019	Dec. 31, 2018
Interest expense							$ 20,630
Beneficial conversion feature credit to additional paid in capital							104,493
Convertible Note [Member]
Debt maturity date					Dec. 18, 2019
Debt interest rate					12.00%
Interest expense			$ 905				$ 54,000
Debt accrued interest					$ 17,973
Unpaid interest					$ 217,973
Debt conversion price	$ 0.12				$ 0.10		$ 0.12
Debt instrument discount rate					20.00%
Common stock issued	1,746,579		679,730	1,252,058
Debt conversion principal amount			$ 67,973	$ 150,000
Fair value of underlying common stock	$ 0.16						$ 0.16
Beneficial conversion feature credit to additional paid in capital	$ 54,000
2019 Promissory Note [Member]
Promissory notes		$ 200,000
Debt maturity date		Aug. 7, 2020
Debt interest rate		12.00%
Interest expense							$ 10,000
Debt accrued interest	$ 4,000						$ 4,000
Debt conversion price	$ 0.09	$ 0.02					$ 0.09
Debt instrument discount rate		20.00%
Common stock issued							2,173,913
Fair value of underlying common stock	$ 0.12						$ 0.12
Beneficial conversion feature credit to additional paid in capital							$ 50,000
Debt principal balance	$ 200,000						200,000
Unamortized debt discount	$ 40,000						$ 40,000
One Institutional Investor [Member]
Promissory notes						$ 200,000
Debt maturity date						Sep. 18, 2019
Debt interest rate						12.00%
Debt default interest rate						20.00%
Interest expense						$ 17,973

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)

Sep. 05, 2019

May 13, 2019

Apr. 18, 2019

Apr. 05, 2019

Nov. 16, 2018

Jul. 23, 2018

Apr. 24, 2018

Apr. 23, 2018

Apr. 20, 2018

Jan. 02, 2018

Dec. 31, 2019

Dec. 31, 2018

Nov. 13, 2018

Oct. 11, 2018

Reverse stock split

one-for 30 reverse split

one-for 30 reverse split

Number of stock issued for reverse stock split

16,860

Number of shares issued value

$ 1,162,000

Common stock for conversion, value

Conversion of common stock, shares issued

84,973

39,220

13,073

172,513

Proceeds from warrants exercise value

$ 228,370

$ 57,000

Series B Convertible Preferred Stock [Member]

Common stock for conversion, shares

25,877

Series C-1 Convertible Preferred Stock [Member]

Number of stock issued for reverse stock split

Number of shares issued

Number of shares issued value

Common stock for conversion, shares

12,746

5,883

1,961

Common stock for conversion, value

Convertible Note [Member]

Common stock for conversion, shares

1,931,788

Common stock for conversion, value

$ 218,000

Series A Warrants [Member]

Number of warrants issued

725,564

Proceeds from warrants

$ 228,000

Number of warrant shares issued

133,333

Cash warrant exercise, shares

95,000

Proceeds from warrants exercise value

$ 57,000

Series A Warrants [Member] | Maximum [Member]

Number of warrant shares issued

33,333

Warrant price per share exceeds

$ 0.085

Series A Warrants [Member] | Minimum [Member]

Warrant price per share exceeds

$ 0.02

Common Stock [Member]

Number of stock issued for reverse stock split

16,860

Number of shares issued

8,961

4,642,108

Number of shares issued value

$ 4,642

Common stock for conversion, shares

172,513

Common stock for conversion, value

$ 173

Cashless warrant exercise, shares

18,518

Series C Warrants [Member] | Investor One [Member]

Number of warrants issued

458,333

Series C Warrants [Member] | Investor Two [Member]

Number of warrants issued

458,333

Series C Warrants [Member] | Investor Three [Member]

Number of warrants issued

458,333

Series C Warrants [Member] | Investor Four [Member]

Number of warrants issued

458,333

Warrants [Member] | Investor One [Member]

Number of warrants issued

1,833,333

Warrants [Member] | Investor Two [Member]

Number of warrants issued

1,833,333

Warrants [Member] | Investor Three [Member]

Number of warrants issued

1,833,333

Warrants [Member] | Investor Four [Member]

Number of warrants issued

1,833,333

Purchase Agreement [Member]

Number of shares issued

4,374,741

Commitment shares

333,334

Pro-rata commitment shares

68,532

Number of shares issued value

$ 1,160,000

Purchase Agreement [Member] | Cavalry Fund I LP [Member]

Number of shares issued value

$ 10,000,000

Purchase agreement terms, description

Cavalry agreed to purchase from the Company, at Company's sole discretion, up to $10,000,000 of common stock (subject to certain limitations) from time to time over a 36-month period.

Shares issued for commitment fee

333,334

Shares issued for commitment fee, value

$ 10,000,000

Number of shares register

$ 4,374,741

Intraday purchase price, description

The "Intraday Purchase Price" means the lower of: (i) 94% of the lowest sale price on the trading day prior to the applicable Put date, and (ii) 94% of the arithmetic average of the three lowest closing prices for the Company's common stock during the 12 consecutive trading days ending on the Trading Day immediately preceding such Put date.

Aftermarket put price, description

The "Aftermarket Put Price" means: the lower of: (i) the lowest Sale Price on the applicable Put date, and (ii) the arithmetic average of the three lowest closing prices for the Company's common stock during the 12 consecutive trading days ending on the trading day immediately preceding such Put date.

Beneficial ownership limitation percentage

4.99%

Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Put Option [Member]

Number of shares issued value

$ 2,000,000

Purchase Agreement [Member] | Cavalry Fund I LP [Member] | Maximum [Member]

Issuable shares of common stock pro rata

583,334

Sale of stock under put option, closing price limitation

$ 0.005

Registration Statement [Member] | Cavalry Fund I LP [Member]

Number of shares sold

4,374,741

Proceeds from sale of stock

$ 1,162,000

Stock issuance cost

$ 12,625

Second Registration Statement [Member]

Number of shares register

$ 6,454,000

Number of shares sold

267,367

Proceeds from sale of stock

$ 15,986

Stockholders' Equity - Summary

Stockholders' Equity - Summary of Warrant Activity (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equity [Abstract]
Number of Warrants Outstanding, Beginning Balance	1,955,274	2,068,831
Number of Warrants, Issuance of Series C Warrants		1,833,333
Number of Warrants, Cancellation of Series C Warrants for no consideration		(1,833,333)
Number of Warrants, Cashless warrant exercise		(18,519)
Number of Warrants, Warrants exercise for cash	(725,564)	(94,999)
Number of Warrants, Expiration of warrant	(291,806)	(39)
Number of Warrants Outstanding, Ending Balance	937,904	1,955,274

Employment Agreements (Details

Employment Agreements (Details Narrative) - USD ($)	Jun. 22, 2017	Dec. 31, 2019	Feb. 06, 2019
Charles W. Allen [Member] | Allen Employment Agreement [Member]
Employment agreement term	2 years
Annual salary	$ 245,000		$ 345,000
Accrued bonuses		$ 256,000
Compensation	500
Charles W. Allen [Member] | Allen Employment Agreement [Member] | Office Space [Member]
Compensation	$ 500
Michal Handerhan [Member] | Handerhan Employment Agreement [Member]
Employment agreement term	2 years
Annual salary	$ 190,000		$ 215,000
Accrued bonuses		$ 150,000
Compensation	500
Diluted capital stock percentage		25.00%
Michal Handerhan [Member] | Handerhan Employment Agreement [Member] | Office Space [Member]
Compensation	$ 500

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forwards for federal and state tax	$ 6,840,000
Operating loss carry forwards expiration years	Expire in 2034.
Net operating loss carry forwards percentage	80.00%
Income tax reconciliation description	The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in 2018 and future years.
Deferred tax assets, valuation allowance increased amount	$ 320,000

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net-operating loss carryforward	$ 1,436,050	$ 1,117,532
Other
Total Deferred Tax Assets	1,436,050	1,117,532
Valuation allowance	(1,436,050)	(1,117,532)
Deferred Tax Asset, Net of Allowance

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Statutory Federal Income Tax Rate	(21.00%)	(21.00%)
State Taxes, Net of Federal Tax Benefit	(6.30%)	(6.30%)
Federal tax rate change	0.00%	0.00%
Other	27.30%	27.30%
Change in Valuation Allowance	0.00%	0.00%
Income Taxes Provision (Benefit)	0.00%	0.00%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Second Registration Statement [Member] - USD ($)	2 Months Ended	12 Months Ended
	Mar. 09, 2020	Dec. 31, 2019
Number of shares sold		267,367
Proceeds from sale of stock		$ 15,986
Subsequent Event [Member]
Number of shares sold	4,363,744
Number of shares issued, pro-rata commitment	17,786
Proceeds from sale of stock	$ 304,785