BTCS (BTCS) 10-Q 4 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 03, 2020
Cover [Abstract]
Entity Registrant Name	BTCS Inc.
Entity Central Index Key	0001436229
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
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 Common Stock, Shares Outstanding		36,838,511
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash	$ 364,703	$ 143,098
Digital currencies	899,004	252,903
Prepaid expense	35,474	24,008
Total current assets	1,299,181	420,009
Other assets:
Property and equipment, net	449	1,344
Total other assets	449	1,344
Total Assets	1,299,630	421,353
Liabilities and Stockholders' Equity (Deficit):
Accounts payable and accrued expense	29,882	28,324
Accrued compensation	1,006,401	416,935
Convertible notes payable, net	376,822	159,854
Total current liabilities	1,413,105	605,113
Stockholders' equity (deficit):
Common stock, 975,000,000 shares authorized at $0.001 par value, 33,045,393 and 19,831,521 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively	33,044	19,830
Additional paid in capital	118,633,142	116,780,174
Accumulated deficit	(118,779,690)	(116,983,793)
Total stockholders' equity (deficit)	(113,475)	(183,760)
Total Liabilities and stockholders' equity (deficit)	1,299,630	421,353
Series B Convertible Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value
Series C-1 Convertible Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock, value	$ 29	$ 29

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
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	33,045,393	19,831,521
Common stock, shares outstanding	33,045,393	19,831,521
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

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Operating expenses:
General and administrative	$ 878,589	$ 251,439	$ 1,405,053	$ 803,075
Marketing	1,365	9,334	5,420	9,929
Total operating expenses	879,954	260,773	1,410,473	813,004
Other expense:
Interest expense	(96,068)	(45,553)	(221,488)	(57,553)
Impairment loss on digital currencies	(29,302)	(40,698)	(162,254)	(40,698)
Realized loss on digital currencies transactions		(523)	(1,682)	(523)
Total other expenses	(125,370)	(86,774)	(385,424)	(98,774)
Net loss	(1,005,324)	(347,547)	(1,795,897)	(911,778)
Deemed dividend related to reduction of warrant strike price				(95,708)
Net loss attributable to common stockholders	$ (1,005,324)	$ (347,547)	$ (1,795,897)	$ (1,007,486)
Net loss per share attributable to common stockholders, basic and diluted	$ (0.03)	$ (0.02)	$ (0.07)	$ (0.07)
Weighted average number of common shares outstanding, basic and diluted	30,833,615	15,841,314	27,010,587	14,120,866

Statements of Changes in Stockh

Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($)	Series C-1 Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
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		$ 4,375	1,142,014		1,146,389
Common stock issued including equity commitment fee, net, shares		4,374,741
Conversion of convertible notes		$ 1,252	148,748		150,000
Conversion of convertible notes, shares		1,252,058
Beneficial conversion features associated with convertible notes payable			54,493		54,493
Fractional shares adjusted for reverse split		$ 17	(17)
Fractional shares adjusted for reverse split, shares		16,860
Warrant exercise		$ 726	227,644		228,370
Warrant exercise, shares		725,564
Net loss				(911,778)	(911,778)
Balance at Sep. 30, 2019	$ 29	$ 18,885	116,647,537	(116,254,970)	411,481
Balance, Shares at Sep. 30, 2019	29,414	18,884,424
Balance at Jun. 30, 2019	$ 29	$ 15,722	115,984,824	(115,907,423)	93,152
Balance, Shares at Jun. 30, 2019	29,414	15,722,420
Common stock issued including equity commitment fee, net		$ 1,910	459,473		461,383
Common stock issued including equity commitment fee, net, shares		1,909,946
Conversion of convertible notes		$ 1,253	148,747		150,000
Conversion of convertible notes, shares		1,252,058
Beneficial conversion features associated with convertible notes payable			54,493		54,493
Net loss				(347,547)	(347,547)
Balance at Sep. 30, 2019	$ 29	$ 18,885	116,647,537	(116,254,970)	411,481
Balance, Shares at Sep. 30, 2019	29,414	18,884,424
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
Common stock issued including equity commitment fee, net		$ 11,810	1,373,684		1,385,494
Common stock issued including equity commitment fee, net, shares		11,810,018
Conversion of convertible notes		$ 1,404	210,053		211,457
Conversion of convertible notes, shares		1,403,854
Beneficial conversion features associated with convertible notes payable			269,231		269,231
Net loss				(1,795,897)	(1,795,897)
Balance at Sep. 30, 2020	$ 29	$ 33,044	118,633,142	(118,779,690)	(113,475)
Balance, Shares at Sep. 30, 2020	29,414	33,045,393
Balance at Jun. 30, 2020	$ 29	$ 28,189	117,808,716	(117,774,366)	62,568
Balance, Shares at Jun. 30, 2020	29,414	28,191,377
Common stock issued including equity commitment fee, net		$ 4,855	824,426		829,281
Common stock issued including equity commitment fee, net, shares		4,854,016
Net loss				(1,005,324)	(1,005,324)
Balance at Sep. 30, 2020	$ 29	$ 33,044	$ 118,633,142	$ (118,779,690)	$ (113,475)
Balance, Shares at Sep. 30, 2020	29,414	33,045,393

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Net Cash flows used from operating activities:
Net loss	$ (1,795,897)	$ (911,778)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expenses	895	1,017
Amortization on debt discount	186,199	39,741
Purchase of digital currencies	(808,355)	(249,923)
Realized (loss) gain on digital currencies transactions		523
Impairment loss on digital currencies	162,254	40,698
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(11,466)	(27,891)
Accounts payable and accrued expenses	13,015	65,376
Accrued compensation	589,466	(88,086)
Net cash used in operating activities	(1,663,889)	(1,130,323)
Net cash provided by financing activities:
Proceeds from exercise of warrants		228,370
Proceeds from short term loan	500,000
Net proceeds from issuance of common stock	1,385,494	1,146,389
Net cash provided by financing activities	1,885,494	1,374,759
Net (decrease) increase in cash	221,605	244,436
Cash, beginning of period	143,098	52,117
Cash, end of period	364,703	296,553
Supplemental disclosure of non-cash financing and investing activities:
Conversion of convertible note to common stock	211,457	150,000
Exchange of promissory note and accrued interest into convertible note		217,973
Fractional shares adjusted for reverse split		17
Deemed dividend		95,708
Beneficial conversion features associated with convertible notes payable	$ 269,231	$ 54,493

Business Organization and Natur

Business Organization and Nature of Operations	9 Months Ended
	Sep. 30, 2020
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 could 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. The Company acquires Digital Assets to provide investors with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether. The Company acquires 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.

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Note 2 - Basis of Presentation The accompanying unaudited condensed 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 unaudited condensed financial statements do not include all of the information and notes required by GAAP for annual financial statements, but in the opinion of the Company’s management, 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. Interim results are not necessarily indicative of results for a full year. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2019.

Liquidity, Financial Condition

Liquidity, Financial Condition and Management's Plans	9 Months Ended
	Sep. 30, 2020
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 $1,663,889 of cash in its operating activities for the nine months ended September 30, 2020. The Company incurred $1,795,897 net loss for the nine months ended September 30, 2020. The Company had cash of $364,703 and negative working capital of $113,924 at September 30, 2020. 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	9 Months Ended
	Sep. 30, 2020
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 2019 Annual Report. 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. Use of Estimates The accompanying unaudited condensed 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, if any, 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. 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 September 30, 2020 and 2019 because their effect was anti-dilutive: As of September 30, 2020 2019 Warrants to purchase common stock 502,915 1,229,700 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 4,662,005 581,957 Total 5,361,013 2,007,751 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting standards Update (“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. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Note Payable and Accounts Payab

Note Payable and Accounts Payable	9 Months Ended
	Sep. 30, 2020
Debt Disclosure [Abstract]
Note Payable and Accounts Payable	Note 5 - Note Payable and Accounts Payable 2019 Promissory 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. 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. On April 6, 2020, the Company issued a total of 735,294 shares of the Company’s common stock for the conversion of $50,000 of principal on the 2019 Promissory Note. On May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note. On May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining accrued interest of $9,458 on the 2019 Promissory Note. During the nine months ended September 30, 2020, the Company recorded approximately $40,000 in interest expense related to amortization on debt discount related to the 2019 Promissory Note. During the nine months ended September 30, 2020, the Company recorded interest expense of approximately $7,900. As of September 30, 2020, the principal balance of the 2019 Promissory Note was $0. 2020 Promissory Note On April 17, 2020, the Company issued Cavalry Fund I LP (the “Fund”) a $500,000 promissory note (the “2020 Promissory Note”) in consideration for $500,000. The Promissory Note is (i) due on February 17, 2021, (ii) convertible at a 35% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.01 per share and (iii) shall bear interest at 12% per annum (payable at maturity). Subject to certain limitations, the Company may force conversion of the 2020 Promissory Note. 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 7,770,008 shares of common stock at $0.064 per share, but the Company’s fair value of underlying common stock was $0.099 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $269,000 with a corresponding credit to additional paid-in capital. During the nine months ended September 30, 2020, the Company recorded approximately $146,000 in interest expense related to amortization on debt discount related to the 2020 Promissory Note. As of September 30, 2020, the remaining unamortized debt discount related to the 2020 Promissory Note was approximately $123,000. During the nine months ended September 30, 2020, the Company recorded interest expense of approximately $27,000. As of September 30, 2020, the principal balance of the 2020 Promissory Note was $500,000. Accounts Payable During the nine months ended September 30, 2020, the Company recorded compensation payable of $1,006,401 which relates to contingent bonuses earned for the achievement of performance milestones.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Equity [Abstract]
Stockholders' Equity	Note 6 - Stockholders’ Equity Issuance of Shares Pursuant to Equity Line of Credit Purchase Agreement 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. During the nine months ended September 30, 2020, the Company issued 6,186,633 shares of common stock (including 24,219 pro-rata commitment shares) under the second Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $415,000. On June 22, 2020, the Company filed a third Registration Statement on Form S-1 seeking to register 9,045,000 shares. The third Registration Statement was declared effective by the SEC on June 26, 2020. During the nine months ended September 30, 2020, Company issued 5,623,385 shares of common stock (including 56,885 pro-rata commitment shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $975,000. Issuance of Shares Due to Conversion of 2019 Promissory Note On April 6, 2020, the Company issued a total of 735,294 shares of the Company’s common stock for the conversion of $50,000 of principal on the 2019 Promissory Note. On May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note. On May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining accrued interest of $9,458 on the 2019 Promissory Note.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 7 - Subsequent Events From October 6, 2020 to October 28, 2020, the Company issued 3,421,615 shares of common stock (including 27,418 pro-rata commitment shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $469,922. On November 2, 2020, the Company issued a total of 371,503 shares of the Company’s common stock for the conversion of $42,500 of principal on the 2020 Promissory Note.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Accounting Policies [Abstract]
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.
Use of Estimates	Use of Estimates The accompanying unaudited condensed 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, if any, 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.
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 September 30, 2020 and 2019 because their effect was anti-dilutive: As of September 30, 2020 2019 Warrants to purchase common stock 502,915 1,229,700 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 4,662,005 581,957 Total 5,361,013 2,007,751
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting standards Update (“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. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2020
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 September 30, 2020 and 2019 because their effect was anti-dilutive: As of September 30, 2020 2019 Warrants to purchase common stock 502,915 1,229,700 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 4,662,005 581,957 Total 5,361,013 2,007,751

Liquidity, Financial Conditio_2

Liquidity, Financial Condition and Management's Plans (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Liquidity Financial Condition And Managements Plans
Net cash used in operating activities			$ (1,663,889)	$ (1,130,323)
Net loss	$ (1,005,324)	$ (347,547)	(1,795,897)	$ (911,778)
Cash	364,703		364,703		$ 143,098
Working capital	$ (113,924)		$ (113,924)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Schedule of Earnings Per Share Anti-diluted (Details) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Total	5,361,013	2,007,751
Warrants to Purchase Common Stock [Member]
Total	502,915	1,229,700
Series C-1 Convertible Preferred Stock [Member]
Total	196,093	196,093
Convertible Notes [Member]
Total	4,662,005	581,957

Note Payable and Accounts Pay_2

Note Payable and Accounts Payable (Details Narrative) - USD ($)	May 11, 2020	May 07, 2020	Apr. 17, 2020	Apr. 06, 2020	Nov. 07, 2019	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Beneficial conversion feature credit to additional paid in capital						$ 54,493	$ 269,231	$ 54,493
Conversion of common stock shares issued, value						$ 150,000	211,457	$ 150,000
Interest expense							27,000
Compensation payable							$ 1,006,401
2019 Promissory Note [Member]
Promissory notes					$ 200,000
Debt maturity date					Aug. 7, 2020
Debt instrument discount rate					20.00%
Debt conversion price					$ 0.02		$ 0.09
Debt interest rate					12.00%
Default interest rate percentage					20.00%
Debt conversion common stock issued							2,173,913
Fair value of underlying common stock							$ 0.12
Beneficial conversion feature credit to additional paid in capital							$ 50,000
Debt interest face amount							0
Amortization on debt discount							40,000
Interest expense							7,900
2019 Promissory Note [Member]
Conversion of common stock shares issued		632,736		735,294
Conversion of common stock shares issued, value	$ 35,824	$ 150,000		$ 50,000
Debt interest face amount	$ 9,458	$ 2,000
2020 Promissory Note [Member]
Debt interest face amount							500,000
Amortization on debt discount							146,000
Unamortized debt discount							$ 123,000
2020 Promissory Note [Member] | Cavalry Fund I LP [Member]
Promissory notes			$ 500,000
Debt maturity date			Feb. 17, 2021
Debt instrument discount rate			35.00%
Debt conversion price			$ 0.064
Debt interest rate			12.00%
Debt conversion common stock issued			7,770,008
Fair value of underlying common stock			$ 0.099
Beneficial conversion feature credit to additional paid in capital			$ 269,000
Proceeds from issuance of debt			$ 500,000
Shares issued, price per share			$ 0.01

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Jun. 22, 2020	May 11, 2020	May 07, 2020	Apr. 06, 2020	Sep. 05, 2019	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Proceeds from issuance of common stock							$ 1,385,494	$ 1,146,389
Conversion of common stock shares issued, value						$ 150,000	$ 211,457	$ 150,000
2019 Promissory Note [Member]
Conversion of common stock shares issued			632,736	735,294
Conversion of common stock shares issued, value		$ 35,824	$ 150,000	$ 50,000
Debt interest face amount		$ 9,458	$ 2,000
Second Registration Statement [Member]
Number of shares register					$ 6,454,000
Number of shares issued							6,186,633
Proceeds from issuance of common stock							$ 415,000
Second Registration Statement [Member] | Pro-rata Commitment [Member]
Number of shares issued							24,219
Third Registration Statement [Member]
Number of shares register	$ 9,045,000
Number of shares issued							5,623,385
Proceeds from issuance of common stock							$ 975,000
Third Registration Statement [Member] | Pro-rata Commitment [Member]
Number of shares issued							56,885

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Nov. 02, 2020	Oct. 06, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Proceeds from issuance of common stock				$ 1,385,494	$ 1,146,389
Conversion of shares amount			$ 150,000	$ 211,457	$ 150,000
Third Registration Statement [Member]
Number of shares issued				5,623,385
Proceeds from issuance of common stock				$ 975,000
Third Registration Statement [Member] | Pro-rata Commitment [Member]
Number of shares issued				56,885
Subsequent Event [Member] | 2020 Promissory Note [Member]
Number of conversion of shares	371,503
Conversion of shares amount	$ 42,500
Subsequent Event [Member] | Third Registration Statement [Member]
Number of shares issued		3,421,615
Proceeds from issuance of common stock		$ 469,922
Subsequent Event [Member] | Third Registration Statement [Member] | Pro-rata Commitment [Member]
Number of shares issued		27,418