BTCS (BTCS) 10-K 11 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 09, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-40792
Entity Registrant Name	BTCS Inc.
Entity Central Index Key	0001436229
Entity Tax Identification Number	90-1096644
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	9466 Georgia Avenue #124
Entity Address, City or Town	Silver Spring
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20910
City Area Code	202
Local Phone Number	430-6576
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	BTCS
Security Exchange Name	NASDAQ
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	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float		$ 31,733,268
Entity Common Stock, Shares Outstanding		12,549,569
Documents Incorporated by Reference	Portions of the registrant’s Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.
ICFR Auditor Attestation Flag	false
Auditor Name	RBSM LLP
Auditor Location	Las Vegas, Nevada
Auditor Firm ID	587

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 1,400,867	$ 524,135
Digital Assets/currencies	3,117,360	995,652
Staked Digital Assets/currencies	623,754
Prepaid expense	324,551	31,875
Total current assets	5,466,532	1,551,662
Other assets:
Property and equipment, net	9,783	230
Staked Digital Assets/currencies - long term	8,625,678
Total other assets	8,635,461	230
Total Assets	14,101,993	1,551,892
Liabilities and Stockholders’ Equity:
Accounts payable and accrued expense	138,716	26,288
Accrued compensation	7,334	350,376
Convertible notes payable, net		131,941
Warrant liabilities	1,852,500
Total current liabilities	1,998,550	508,605
Stockholders’ equity:
Common Stock, 97,500,000 shares authorized at $0.001 par value, 10,528,212 and 4,201,035 shares issued and outstanding at December 31, 2021 and 2020, respectively	10,529	4,201
Additional paid in capital	147,682,384	120,578,944
Accumulated deficit	(135,589,470)	(119,539,887)
Total stockholders’ equity	12,103,443	1,043,287
Total Liabilities and stockholders’ equity	14,101,993	1,551,892
Series C-1 Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value		29
Series C-2 Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock, value

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	97,500,000
Common Stock, Par or Stated Value Per Share	$ 0.001
Common Stock, Shares, Issued	10,528,212
Common Stock, Shares, Outstanding		4,201,035
Series C-1 Convertible Preferred Stock [Member]
Preferred stock, shares issued	0	29,414
Preferred stock, shares outstanding	0	29,414
Preferred stock, liquidation preference per share	$ 0.001	$ 0.001
Series C-2 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

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues
Total revenues	$ 1,213,284
Cost of revenues
Validator expense	268,346
Gross profit	944,938
Operating expenses:
General and administrative	1,590,707	421,434
Research and development	712,736	45,450
Compensation and related expenses	15,583,258	1,513,015
Marketing	180,290	6,350
Total operating expenses	18,066,991	1,986,249
Other (expenses) income:
Interest expense	(186,740)	(48,231)
Amortization on debt discount	(1,868,059)	(354,432)
Change in fair value of warrant liabilities	3,918,750
Impairment loss on Digital Assets/currencies	(3,845,899)	(165,331)
Realized gains (loss) on Digital Asset/currency transactions	3,054,418	(1,851)
Total other income (expenses)	1,072,470	(569,845)
Net loss	(16,049,583)	(2,556,094)
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock	(45,541)
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock	(5,020,883)
Net loss attributable to Common Stockholders	$ (21,116,007)	$ (2,556,094)
Net loss per share attributable to Common Stockholders, basic and diluted	$ (3.09)	$ (0.86)
Weighted average number of common shares outstanding, basic and diluted	6,840,665	2,983,425
Validator Revenue [Member]
Revenues
Total revenues	$ 1,213,284

Statement of Stockholders' (Def

Statement of Stockholders' (Deficit) Equity - USD ($)	Series C-1 Convertible Preferred Stock [Member]Preferred Stock [Member]	Series C-2 Convertible Preferred Stock [Member]Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2019	$ 29		$ 1,983	$ 116,798,021	$ (116,983,793)	$ (183,760)
Balance, shares at Dec. 31, 2019	29,414		1,983,047
Common Stock issued including equity commitment fee, net			$ 1,523	1,852,517		1,854,040
Common stock issued including equity commitment fee, net, shares			1,523,146
Conversion of convertible notes and interest			$ 695	746,061		746,756
Conversion of convertible notes and interest, shares			694,842
Beneficial conversion features associated with convertible notes payable				1,182,345		1,182,345
Net loss					(2,556,094)	(2,556,094)
Balance at Dec. 31, 2020	$ 29		$ 4,201	120,578,944	(119,539,887)	1,043,287
Balance, shares at Dec. 31, 2020	29,414		4,201,035
Common Stock issued including equity commitment fee, net			$ 322	3,013,683		3,014,005
Common stock issued including equity commitment fee, net, shares			321,738
Issuance of Common Stock, net of offering cost / At-the-market offering			$ 467	2,831,685		2,832,152
Issuance of common stock, net of offering cost / At-the-market offering, shares			466,791
Issuance of Common Stock and warrants for cash, net			$ 950	8,864,050		8,865,000
Issuance of common stock and warrants for cash, net, shares			950,000
Warrant liabilities value related to Issuance of Common Stock				(5,771,250)		(5,771,250)
Issuance of Series C-2 convertible preferred stock		$ 1,100,000				1,100,000
Issuance of Series C-2 convertible preferred stock, shares		1,100,000
Conversion of Series C-1 Convertible Preferred stock	$ (29)		$ 20	9
Conversion of Series C-1 Convertible Preferred stock, shares	(29,414)		19,609
Conversion of Series C-2 Convertible Preferred stock		$ (6,216,289)	$ 4,012	6,212,277
Conversion of Series C-2 Convertible Preferred stock, shares		(1,100,000)	4,011,766
Beneficial conversion features associated with convertible notes payable				1,000,000		1,000,000
Beneficial conversion feature of Series C-2 convertible preferred stock		(129,412)		129,412
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock		45,541		(45,541)
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2  convertible preferred stock		5,020,883		(5,020,883)
Fractional shares adjusted for reverse split			$ 15	(15)
Fractional shares adjusted for reverse split, shares			14,477			(29)
Warrant exercise			$ 200	399,800		$ 400,000
Warrant exercise, shares			200,000
Stock-based compensation			$ 342	15,490,213		15,490,555
Stock-based compensation, shares			342,796
Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock		179,277				179,277
Net loss					(16,049,583)	(16,049,583)
Balance at Dec. 31, 2021			$ 10,529	$ 147,682,384	$ (135,589,470)	$ 12,103,443
Balance, shares at Dec. 31, 2021			10,528,212

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Net Cash flows used from operating activities:
Net loss	$ (16,049,583)	$ (2,556,094)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	939	1,114
Amortization on debt discount	1,868,059	354,432
Stock-based compensation	15,490,555
Stock-based compensation in connection with issuance of Series C-2 convertible preferred stock	179,277
Validator revenue	(1,213,284)
Change in fair value of warrant liabilities	(3,918,750)
Purchase of non-productive Digital Assets/currencies	(5,761,550)	(908,079)
Sale of non-productive Digital Assets/currencies	4,274,491
Realized gain on Digital Assets/currencies transactions	(3,054,418)
Impairment loss on Digital Assets/currencies	3,845,899	165,331
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(292,676)	(7,867)
Accounts payable and accrued expenses	112,428	44,719
Accrued compensation	(343,042)	(66,559)
Net cash used in operating activities	(4,861,655)	(2,973,003)
Net cash used in investing activities:
Purchase of productive Digital Assets/currencies for validating	(9,462,279)
Purchase of property and equipment	(10,491)
Net cash used in investing activities	(9,472,770)
Net cash provided by financing activities:
Proceeds from short term loan		1,500,000
Proceeds from exercise of warrants	400,000
Proceeds from issuance of Series C-2 convertible preferred stock	1,100,000
Net proceeds from issuance of convertible notes	1,000,000
Net proceeds from issuance of Common Stock and warrants for cash	8,865,000
Net proceeds from issuance of Common Stock	3,014,005	1,854,040
Net proceeds from issuance Common Stock/ At-the-market offering	2,832,152
Payment to convertible notes principle	(2,000,000)
Net cash provided by financing activities	15,211,157	3,354,040
Net increase in cash	876,732	381,037
Cash, beginning of period	524,135	143,098
Cash, end of period	1,400,867	524,135
Supplemental disclosure of non-cash financing and investing activities:
Deemed dividends related to amortization of beneficial conversion feature of Series C-2 convertible preferred stock	45,541
Deemed dividends related to recognition of downround adjustment to conversion amount for Series C-2 convertible preferred stock	5,020,883
Conversion of Series C-1 Preferred Stock	20
Conversion of Series C-1 Preferred Stock	6,216,289
Beneficial conversion feature of Series C-2 convertible preferred stock	129,412
Beneficial conversion features associated with convertible notes payable	1,000,000	1,182,345
Conversion of convertible note to Common Stock		$ 746,756

Organization and Description of

Organization and Description of Business and Recent Developments	12 Months Ended
	Dec. 31, 2021
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 e-commerce marketplace where consumers could purchase merchandise using Digital Assets, including Bitcoin. The Company is currently focused on blockchain and digital currency ecosystems. 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 mining operation at our North Carolina facility due to capital constraints. In January 2015, the Company began a rebranding campaign using its BTCS.com domain to better reflect its broadened strategy. The Company recently released its new website which included broader information on its strategy. In the first quarter of 2021, the Company resumed its blockchain infrastructure operations (previously referred to as transaction verification services) with a focus on securing proof-of-stake blockchains and anticipates this will be a core focus going forward. Blockchain infrastructure operations can broadly be defined as earning a reward for securing a blockchain by validating transactions on that blockchain. The Company is developing a proprietary Staking-as-a-Service platform that would enable users to stake and delegate supported cryptocurrencies through a non-custodial platform to BTCS operated validator nodes. The Company is also developing a proprietary Digital Asset Platform aimed at enabling users to aggregate their portfolio holdings from multiple exchanges and wallets into a single platform to view and analyze performance, risk metrics, and potential tax implications. The internally developed platform utilizes Digital Asset exchange APIs to read user data and does not allow for the trading of assets. The Company employs a Digital Asset treasury strategy with a primary focus on disruptive non-security protocol layer assets such as Bitcoin and Ethereum. The Company receives Digital Assets from its blockchain infrastructure business and acquires Digital Assets through open market purchases. The Company is not limiting its assets to a single type of Digital Asset and may hold a variety of Digital Assets. 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. 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 August 12, 2021, the Company filed a Certificate of Change with the Nevada Secretary of State to affect a 1-for-10 reverse split of the Company’s class of Common Stock (the “Reverse Split”). The Certificate of Change became effective on August 13, 2021. No fractional shares were issued in connection with the Reverse Split and all such fractional interests were rounded up to the nearest whole number of shares of Common Stock. The Company now has 97,500,000 shares of Common Stock authorized. Numbers of shares of the Company’s preferred stock were not affected by the Reverse Split; however, the conversion ratios have been adjusted to reflect the Reverse Split. The financial statements and notes to the financial statements have been retroactively restated to reflect the Reverse Split.

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Note 2 - Basis of Presentation 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported net income (loss). 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, 2021 and 2020, the Company had approximately $ 1.4 0.5 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 0.9 0.2 Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through staking rewards. The Company runs its own Digital Asset validator nodes and has entered into network-based smart contracts. Through these contracts, the Company provides cryptocurrency to stake a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last a few weeks to months after it is cancelled by the operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract. In exchange for validating transactions and staking the cryptocurrency, the Company is entitled to all of the fixed cryptocurrency award for running the Company’s own node and successfully processing, validating and/or adding a block to the blockchain. The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The transaction consideration the Company receives – the fixed cryptocurrency awards – is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency on the date of receipt. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized. Cost of Revenue The Company’s cost of revenue consists primarily of direct production costs related to the operations of validating transactions on the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are utilized and fees (including stock-based fees) paid to 3rd parties to assist in the software maintenance and operations of its nodes. Digital Asset Transactions, Translations and Remeasurements The Company accounts for its Digital Assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles –Goodwill and Other Digital Assets held are included in the balance sheets as either current assets or other assets if they are staked and locked up for over one year. The Company’s Digital Assets are initially recorded at fair value upon receipt (or “carrying value”). The fair value of Digital Assets is determined using the average U.S. dollar spot price of the related Digital Asset. On a quarterly basis, Digital Assets are measured at carrying value, net of any impairment losses incurred since receipt. The Company will record impairment losses as the fair value falls below the carrying value of the Digital Assets at any time during the period, as determined using the lowest U.S. dollar spot price of the related Digital Asset subsequent to its acquisition. The Digital Assets can only be marked down when impaired and not marked up when their value increases. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Such impairment in the value of Digital Assets are recorded as a component of costs and expenses in our statements of operations. The Company recorded impairment losses of approximately $ 3.8 0.2 Impairment losses cannot be recovered for any subsequent increase in fair value until the sale or disposal of the asset. Realized gain (loss) on sale of Digital Assets are included in other income (expense) in the statements of operations. The Company recorded realized gains (losses) on Digital Assets of approximately $ 3.1 million and ($2,000) during the years ended December 31, 2021 and December 31, 2020, respectively. The presentation of purchases and sales of Digital Assets on the Statement of Cash Flows is determined by the nature of the Digital Assets, which can be characterized as productive (i.e. purchased for purposes of staking) or non-productive. The purchase of non-productive Digital Assets and currencies are included as an operating activity, whereas the purchase of productive Digital Assets and currencies are included as investing activities in accordance with ASC 230-10-20 Investing activities. Internally Developed Software Internally developed software consisting of the core technology of the Company’s Digital Asset Platform which is being designed to allow user to aggregate and analyze data from Digital Asset exchanges. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350. ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, ASC 350, Intangibles-Goodwill and Other Property and Equipment Property and equipment consists of 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. Use of Estimates The accompanying financial statements have been prepared in conformity with U.S. 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, 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. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Accounting for Warrants The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability. The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 4). 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. Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options often vest over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by ASU 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0 Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $ 0.2 6,000 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, restricted stock units, options 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, 2021 and 2020 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted As of December 31, 2021 2020 Warrants to purchase Common Stock 962,794 250,323 Series C-1 Convertible Preferred stock - 19,609 Convertible notes - 809,717 Options 1,235,000 - Non-vested restricted stock awards units 29,363 - Total 2,227,157 1,079,649 Convertible Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including 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) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. The Company evaluated the classification of its convertible preferred stock and determined that such instruments meet the criteria for equity classification. The Company has also evaluated its convertible preferred stock in accordance with the provisions of ASC 815, Derivatives and Hedging BTCS Inc. NOTES TO FINANCIAL STATEMENTS 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 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 adopted ASU No. 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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.

Fair Value of Financial Assets

Fair Value of Financial Assets and Liabilities	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value of Financial Assets and Liabilities	Note 4 - Fair Value of Financial Assets and Liabilities Financial instruments, including cash and cash equivalents, accounts and other receivables, 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) BTCS Inc. NOTES TO FINANCIAL STATEMENTS The following table presents the Company’s assets and liabilities that are measured at fair value at December 31, 2021 and 2020: Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair value measured at December 31, 2021 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities $ 1,852,500 $            - $                - $ 1,852,500 Fair value measured at December 31, 2020 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities $               - $               - $                  - $                    - Level 3 Valuation Techniques Level 3 financial liabilities consist of the warrant liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. Changes in the values of the warrant liabilities are recorded in “change in fair value of warrant liabilities” in the Company’s statements of operations. On March 2, 2021, the Company entered into a securities purchase agreement (the “Offering”) with certain purchasers pursuant to which the Company agreed to sell an aggregate of (i) 950,000 shares of Common Stock, and (ii) Common Stock warrants (the “Warrants”) to purchase up to 712,500 shares of Common Stock for gross proceeds of $ 9.5 million in a private placement. The closing of the Offering occurred on March 4, 2021. The Warrants require, at the option of the holder, a net-cash settlement following certain fundamental transactions (as defined in the Warrants) at the Company. At the time of issuance, the Company maintained control of certain fundamental transactions and as such the Warrants were initially classified in equity. As of December 31, 2021, the Company no longer maintained control of certain fundamental transactions as they did not control a majority of shareholder votes. As such, the Company may be required to cash settle the Warrants if a fundamental transaction occurs which is outside the Company’s control. Accordingly, the Warrants are classified as liabilities. The Warrants have been recorded at their fair value using the Black-Scholes valuation model, and will be recorded at their respective fair value at each subsequent balance sheet date. This model incorporates transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as volatility. The Warrants require the issuance of registered shares upon exercise, do not expressly preclude an implied right to cash settlement and are therefore accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability. A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of December 31, 2021, is as follows: BTCS Inc. NOTES TO FINANCIAL STATEMENTS Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities September 14, 2021 December 31, 2021 Risk-free rate of interest 0.79 % 1.26 % Expected volatility 192.2 % 162.5 % Expected life (in years) 4.47 4.18 Expected dividend yield - - The risk-free interest rate was based on rates established by the Federal Reserve Bank. For the Warrants, the Company estimates expected volatility giving primary consideration to the historical volatility of its Common Stock. The general expected volatility is based on the standard deviation of the Company’s underlying stock price’s daily logarithmic returns. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based on the fact that the Company has not historically paid dividends on its Common Stock and does not expect to pay recurring dividends on its Common Stock in the future. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2021 and 2020, that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value and Other Adjustments of Warrants Fair Value of Level 3 financial liabilities December 31, December 31, 2021 2020 Beginning balance $ - $ - Warrant liabilities classification 5,771,250             - Fair value adjustment of warrant liabilities (3,918,750 ) - Ending balance $ 1,852,500 $ -

Note Payable

Note Payable	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Note Payable	Note 5 - Note Payable 2019 Promissory Note (Retired) On November 7, 2019, the Company issued Cavalry Fund I LP (“Cavalry”) 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 $ 0.20 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 217,392 shares of Common Stock at $ 0.90 per share, but the Company’s fair value of underlying Common Stock was $ 1.20 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 73,530 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 63,274 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 3,583 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 year ended December 31, 2020, the Company recorded approximately $ 40,000 During the year ended December 31, 2020, the Company recorded interest expense of approximately $ 8,000 0 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 2020 April Promissory Note (Retired) On April 17, 2020, the Company issued Cavalry a $ 500,000 promissory note (the “2020 April Promissory Note”) in consideration for $ 500,000 . The 2020 April 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 $ 0.20 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 April Promissory Note. In addition, this 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 777,001 shares of Common Stock at $ 0.64 per share, but the Company’s fair value of underlying Common Stock was $ 0.99 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to this note of approximately $ 269,000 with a corresponding credit to additional paid-in capital. From November 2 to December 3, 2020, the Company issued a total of 520,091 shares of the Company’s Common Stock for the conversion of the $ 500,000 of principal of 2020 April Promissory Note. On December 16, 2020, the Company issued a total of 34,371 shares of the Company’s Common Stock for the conversion of accrued interest of $ 35,298 on the 2020 April Promissory Note. During the year ended December 31, 2020, the Company recorded approximately $ 269,000 During the year ended December 31, 2020, the Company recorded interest expense of approximately $ 35,000 0 2020 December Promissory Note (Retired) On December 16, 2020, the Company issued Cavalry a $ 1,000,000 promissory note (the “2020 December Promissory Note”) in consideration for $ 1,000,000 . The 2020 December Promissory Note is (i) due on October 16, 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 $ 0.40 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 December Promissory Note. In connection with issuance of the 2020 December Promissory Note, the Company issued a Series C warrant to purchase 200,000 shares of the Company’s Common Stock at an exercise price of $ 2.00 , the Series C warrants were exercised for cash on January 15, 2021, resulting in proceeds of $ 400,000 to the Company. During the year ended December 31, 2021, the Company recorded approximately $ 868,000 During the year ended December 31, 2021, the Company recorded interest expense of approximately $ 88,000 On September 24, 2021, the Company paid off in full the 2020 December Promissory Note. Repayment to Cavalry consisted of $ 1,000,000 92,712 1,092,712 BTCS Inc. NOTES TO FINANCIAL STATEMENTS 2021 January Promissory Note (Retired) On January 15, 2021, the Company issued Calvary a $ 1,000,000 promissory note (the “2021 Promissory Note”) in consideration for $ 1,000,000 . The 2021 Promissory Note is (i) due on November 15, 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 $ 7.50 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 2021 Promissory Note. In connection with issuance of the 2021 Promissory Note, the Company issued a Series D warrant to purchase 200,000 shares of the Company’s Common Stock at an exercise price of $ 21.60 per share (the “Series D Warrant”). Detachable warrants issued in a bundled transaction with debt and equity offerings are accounted for on a separate basis. The allocation of the issuance proceeds to the base instrument and to the warrants depends on the accounting classification of the separate warrant as equity or liability. If the warrants are classified as equity, then the allocation is made based upon the relative fair values of the base instrument and the warrants following the guidance in ASC 470-20-25-2. In this case, the Series D Warrant is equity-classified, with the fair value at issuance was approximately $ 3,580,000 . As such, the Company recognized a beneficial conversion feature, resulting in a discount to the 2021 Promissory Note of approximately $ 782,000 with a corresponding credit to additional paid-in capital. In addition, the 2021 Promissory Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance date, the 2021 Promissory Note was convertible into 70,572 shares of Common Stock at $ 14.10 per share, but the Company’s fair value of underlying Common Stock was $ 21.8 per share. As such, the Company recognized a beneficial conversion feature, resulting in an additional discount to the 2021 Promissory Note of approximately $ 218,000 with a corresponding credit to additional paid-in capital. During the year ended December 31, 2021, the Company recorded approximately $ 1,000,000 During the year ended December 31, 2021, the Company recorded interest expense of approximately $ 99,000 On November 12, 2021, the Company paid off in full the 2021 December Promissory Note. Repayment to Cavalry consisted of $ 1,000,000 98,958 1,098,958

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Stockholders’ Equity (Deficit)	Note 6 - Stockholders’ Equity (Deficit) Preferred Stock Series C-2 Preferred Stock The company is authorized to issue 20,000,000 shares of $ 0.001 par value preferred stock. This preferred stock may be issued in one or more series, and shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be determined at the time of issuance by the Company’s board of directors without further action by the Company’s shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company without further action by shareholders and could adversely affect the rights and powers, including voting rights, of the holders of Common Stock. In certain circumstances, the issuance of preferred stock could depress the market price of the Common Stock. On January 1, 2021, members of the Company’s management subscribed for 110,000 1,100,000 10.00 179,277 BTCS Inc. NOTES TO FINANCIAL STATEMENTS The Series C-2 is not mandatorily redeemable and is not unconditionally redeemable. The Series C-2 is callable by the Company. The Certificate of Designation required that the Company, within 180 days of the Initial Issuance Date, call a special meeting of stockholders seeking shareholder ratification of the issuance of the Series C-2. If the ratification of the issuance was not approved prior to the twelve-month anniversary of the Initial Issuance Date (the “Vote Deadline”), the Series C-2 would be redeemed at a price equal to 107 Based on the guidance in ASC 480-10-S99 (“ASR 268”), a redeemable equity instrument is not to be included in permanent equity. Rather, it should be reported between long-term debt and stockholders’ equity, without a subtotal that might imply it is a part of stockholders’ equity (i.e., “temporary equity” or “mezzanine capital”). ASR 268 specifies that redeemable stock is any type of equity security, including common or preferred stock, when it has any condition for redemption which is not solely within the control of the issuer without regard to probability. The Series C-2 Certificate of Designation required the Company to redeem the Series C-2 if stockholder approval was not received by the Vote Deadline. Stockholder approval was not considered to be “solely within the Company’s control.” Stockholder approval occurred on March 31, 2021, at which time the Series C-2 was no longer callable by the Company. As such, the Series C-2 was initially classified in temporary equity under ASR 268 and was reclassified to permanent equity upon stockholder approval on March 31, 2021. The holders of Series C-2 shall be entitled to receive dividends or distributions on each share of Series C-2 on an “as-converted basis” into Common Stock when and if dividends are declared on the Common Stock by the Board of Directors. Dividends shall be paid in cash or property, as determined by the Board of Directors. At any time or times on or after the two-year anniversary of the Initial Issuance Date, each Holder shall be entitled to convert any portion of the outstanding Series C-2 held by such Holder into validly issued, fully-paid and non-assessable shares of Common at the Conversion Rate. The Conversion Amount is subject to adjustment for certain capitalization and Anti-Dilution Events. The Series C-2 will automatically be converted at the earlier of: (i) the four-year anniversary of the Initial Issuance Date, and (ii) simultaneously with the Company’s Common Stock being listed on a national securities exchange. The Conversion Rate is based upon the Conversion Price of $ 1.70 which resulted in a beneficial conversion feature at the time of issuance. As such, the Company recognized a beneficial conversion amount of $ 129,412 as a reduction to the carrying amount of the convertible instrument. This discount will be amortized as a dividend over two years, the earliest conversion date. Upon the conversion of Series C-2 into Common Stock on September 14, 2021, the total amortization of the beneficial conversion feature is $ 45,541 and the remaining discount is netted against additional paid in capital. The Conversion Amount may be adjusted due to certain Anti-Dilution Events. If at any time after the Initial Issuance Date, the Company raises capital equal to or in excess of $5 million by issuing Common Stock or Common Stock Equivalents then the Anti-Dilution Amount per share of Series C-2 shall be the product of: (i) 0.0000004, and (ii) the aggregate amount of all capital raised by the Company after the Initial Issuance Date (the “Capital Raised”). Provided; further, for the determination of the Anti-Dilution Amount, the amount of Capital Raised shall be limited to $13 million, regardless of how much capital the Company raises. In the event capital is raised simultaneous with a listing on a national securities exchange and the automatic conversion of the Series C-2 then such funds shall be included in the Capital Raised for the purpose of determining the Anti-Dilution Amount. As of September 30, 2021, over $13 million of capital was raised and the adjustment to the Conversion Amount was fully triggered. The Company recognized the effect of the down-round protection when capital raises occur as the difference between: (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price, and (2) the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The value of the effect of the down round feature of $5,020,883 was treated as a dividend and a reduction to income available to common shareholders in the basic EPS calculation. On September 14, 2021, the Series C-2 was converted into 4,011,766 shares of Common Stock. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Common Stock Reverse Stock Split On August 25, 2021, the Company issued approximately 14,500 shares of Common Stock in connection with the 1-for-10 Reverse Split resulting from the rounding up of fractional shares of Common Stock to the whole shares of Common Stock. The financial statements have been retroactively restated to reflect the reverse stock split. Issuance of Shares Pursuant to Equity Line of Credit Purchase Agreement During the year ended December 31, 2020, the Company issued 618,658 shares of Common Stock (including 2,421 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 904,500 shares. The third Registration Statement was declared effective by the SEC on June 26, 2020. During the year ended December 31, 2020, Company issued 904,500 shares of Common Stock (including 8,430 pro-rata commitment shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $ 1,445,000 . On January 28, 2021, the Company filed a fourth Registration Statement on Form S-1 seeking to register 400,000 During the year ended December 31, 2021, the Company sold 321,738 17,590 3,015,000 Issuance of Shares Pursuant to Registered Direct Offering On March 4, 2021, the Company entered into a securities purchase agreement (the “RD Purchase Agreement”) with institutional investors, pursuant to which the Company sold and issued, in a registered direct offering, 950,000 shares of the Company’s Common Stock, at a purchase price per share of $ 10.00 and immediately exercisable five-year warrants to purchase 712,500 shares of Common Stock at an exercise price of $ 11.50 per share. Gross proceeds from the Offering were $ 9.5 million. Net proceeds were $ 8.9 million after deducting placement agent fees and other offering expenses paid for by the Company. The RD Purchase Agreement contains representations, warranties, indemnifications and other provisions customary for transactions of this nature. Pursuant to the RD Purchase Agreement, subject to limited exceptions, each of the Company and its officers and directors agreed not to, and not to publicly disclose the intention to, sell or otherwise dispose of, any shares of Common Stock or any securities convertible into, or exchangeable or exercisable for, Common Stock, for a period ending 60 days after the date of the prospectus supplement for this offering. The Company also entered into a placement agent agreement with A.G.P./Alliance Global Partners (“AGP”), pursuant to which AGP agreed to serve as the exclusive placement agent for the Company in connection with that offering. The Company paid AGP a cash placement fee equal to 7.0 3.5 40,000 At The Market Offering Agreement On September 14, 2021, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent (“H.C. Wainwright”), pursuant to which the Company may offer and sell, from time-to-time through H.C. Wainwright, shares of the Company’s Common Stock having an aggregate offering price of up to $ 98,767,500 million (the “Shares”). The Company will pay H.C. Wainwright a commission rate equal to 3.0 % of the aggregate gross proceeds from each sale of Shares. BTCS Inc. NOTES TO FINANCIAL STATEMENTS During the year ended December 31, 2021, the Company sold a total of 466,791 shares of Common Stock under the ATM Agreement for aggregate total gross proceeds of approximately $ 2,979,000 at an average selling price of $ 6.38 per share, resulting in net proceeds of approximately $ 2,832,000 after deducting commissions and other transaction costs. Issuance of Shares Pursuant to Cash Exercise of Series C Warrants On January 15, 2021, the Company issued 200,000 shares of the Company’s Common Stock to Cavalry upon the exercise of all their Series C warrants and payment of the exercise amount of $ 400,000 . Cavalry and the Company entered into an agreement whereby Cavalry would exercise early for cash provided that the Company register the underlying shares of Common Stock within 30 days of exercise. Issuance of Shares Due to Conversion of Series C-1 Preferred Stock On March 30, 2021, the Company issued 19,609 shares of Common Stock upon the conversion of 29,414 shares of Series C-1 Convertible Preferred stock. After this conversion, there were no Series C-1 shares outstanding, so the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada. The Certificate of Withdrawal eliminated from the Articles of Incorporation of the Company all matters set forth in the Series C-1. Issuance of Shares Due to Conversion of Series C-2 Preferred Stock On September 14, 2021, the Series C-2 was converted into 4,011,766 shares of Common Stock. Please refer to the discussion below. Issuance of Restricted Stock to Service Providers During the year ended December 31, 2021, the Company issued to four service providers a total of approximately 52,800 shares of restricted Common Stock, representing a total fair value of $ 0.6 million. Issuance of Shares Due to Conversion of Notes On April 6, 2020, the Company issued a total of 73,529 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 63,273 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 3,582 shares of the Company’s Common Stock for the conversion of the remaining accrued interest of $ 9,458 on the 2019 Promissory Note. From November 2 to December 3, 2020, the Company issued a total of 520,088 shares of the Company’s Common Stock for the conversion of the $ 500,000 of principal of 2020 April Promissory Note. On December 16, 2020, the Company issued a total of 34,370 shares of the Company’s Common Stock for the conversion of accrued interest of $ 35,298 on the 2020 April Promissory Note. 2021 Equity Incentive Plan The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) was effective on January 1, 2021 and approved by shareholders on March 31, 2021. The Company has reserved 2,000,000 shares of Common Stock for issuance pursuant to the 2021 Plan. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Options On January 1, 2021, the Board of Directors of the Company approved the grant of 1.2 1.90 480,000 January 1, 2022 On April 1, 2021, the Company granted 35,000 10.30 14,000 21,000 The Company records compensation expense for the 14,000 21,000 The following weighted-average assumptions were used to estimate the fair value of options granted during the year ended December 31, 2021 and 2020 for both the Black-Scholes formula and the Monte-Carlo simulation: Summary of Weighted-average Assumptions Used to Estimate Fair Value For the year ended December 31, 2021 2020 Exercise price $ 2.14 - Term (years) 2.50 - 3.30          - Expected stock price volatility 185.9 % - Risk-free rate of interest 0.34 % - Expected Volatility Risk-Free Interest Rate Expected Term For awards vesting upon the achievement of a service condition, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period. For awards vesting upon the achievement of the market conditions which were met at the date of grant, compensation cost measured on the date of grant was immediately recognized. For awards vesting upon the achievement of the market conditions which were not met at the date of grant, compensation cost measured on the grant date will be recognized on a straight-line basis over the vesting period based on estimation using a Monte-Carlo simulation. BTCS Inc. NOTES TO FINANCIAL STATEMENTS A summary of options activity under the Company’s stock option plan for the year ended December 31, 2021 is presented below: Summary of Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2020 - $ - $ - - Employee options granted 1,235,000 2.14 1,488,000 4.3 Outstanding as of December 31, 2021 1,235,000 $ 2.14 $ 1,488,000 4.3 Options vested and exercisable 725,250 $ 1.96 $ 892,800 4.3 RSUs On January 1, 2021, the Board of Directors of the Company approved 275,000 restricted stock unit grants under the Company’s 2021 Equity Incentive Plan to Messrs. David Garrity a director, and Charles Allen and Michal Handerhan, executive officers and directors of the Company. Effective as of January 1, 2021, the Company and each recipient executed a Restricted Stock Agreement evidencing the stock grants. While stockholder approval (or ratification) of the grants was not required (under either the Restricted Stock Agreements or by the resolutions of the Board of Directors approving such grants), the Board of Directors voluntarily caused the Company to seek shareholder ratification of the grants to limit any potential exposure to breach of fiduciary duty claims. As a result, based on the guidance in ASC 718, the date the stockholders ratified the grants (March 31, 2021) is the deemed grant date solely with respect to GAAP for those restricted stock grants. The restricted stock units vest when the Company lists its Common Stock on a national securities exchange. As of December 31, 2021, all 275,000 restricted stock units vested with a total fair value of approximately $ 2.8 million. The cost of stock-based compensation for restricted stock units is measured based on the closing fair market value of the Company’s Common Stock at the deemed grant date and was recorded on the September 14, 2021 vesting date when the listing occurred. On April 1, 2021, the Company granted a total of 15,000 restricted stock units to two non-employee directors of the Company. The restricted stock units vest when the Company lists its Common Stock on a national securities exchange. As of December 31, 2021, all 15,000 restricted stock units vested with a total fair value of approximately $ 0.2 million. The cost of stock-based compensation for restricted stock units is measured based on the closing fair market value of the Company’s Common Stock at the deemed grant date and was recorded on the September 14, 2021 vesting date when the listing occurred. On June 28, 2021, the Company granted 50,781 The restricted stock units were to vest over a five-year period as follows: 20 50,781 50,781 On December 1, 2021, the Company granted 29,363 20 29,363 0.2 BTCS Inc. NOTES TO FINANCIAL STATEMENTS A summary of the Company’s restricted stock units granted under the 2021 Plan during the year ended December 31, 2021 are as follows: Summary of Restricted Stock Number of Restricted Stock Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2020 - $ - Granted 370,144 9.42 Vested (290,000 ) 10.29 Forfeited (50,781 ) 6.42 Nonvested at December 31, 2021 29,363 $ 5.96 Stock-based Compensation Stock-based compensation expense for the year ended December 31, 2021 was approximately $ 15.4 million, comprised of approximately $ 0.3 million restricted Common Stock issued to service providers not pursuant to the 2021 Plan and approximately $ 11.9 million in connection with options issued pursuant to the 2021 Plan. Unrecognized compensation expense for the Company was $ 0.3 million on December 31, 2021. Stock-based compensation expense is recorded as a part of selling, general and administrative expenses, compensation expenses and cost of revenues. Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows: Schedule of Stock-based Compensation Expense 2021 2020 Employee stock option awards $ 11,932,409 $ - Employee restricted stock units awards 2,993,146 - Non-employee restricted stock awards 352,640 - Series C-2 allocation 179,277 - $ 15,457,473 $ - BTCS Inc. NOTES TO FINANCIAL STATEMENTS Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2021 and 2020: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2019 93,821 Issuance of Series C Warrants 200,000 Expiration of warrant (43,498 ) Outstanding as of December 31, 2020 250,323 Issuance of Series C Warrants 200,000 Warrants exercise for cash (200,000 ) Issuance of Warrants pursuant to Registered Direct Offering 712,500 Fractional shares adjusted for reverse split (29 ) Outstanding as of December 31, 2021 962,794

Employment Agreements

Employment Agreements	12 Months Ended
	Dec. 31, 2021
Employment Agreements
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 ( 2 245,000 500 500 On February 6, 2019 we amended the Allen Employment Agreement whereby the annual salary was increased to $ 345,000 376,749 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 ( 2 190,000 500 500 On February 6, 2019 we amended the Handerhan Employment Agreement whereby the annual salary was increased to $ 215,000 4.5 234,785 On March 31, 2020, Charles Allen, the Company’s Chief Executive Officer, and Michal Handerhan, the Company’s Chief Operating Officer, agreed to defer 35 Andrew Lee On June 28, 2021 we entered into an employment agreement with Andrew Lee (the “Lee Employment Agreement”), whereby Mr. Lee agreed to serve as our Chief Financial Officer in consideration for an annual salary of $ 250,000 500 500 On November 4, 2021, Mr. Andrew Lee resigned as the Company’s Chief Financial Officer. In connection with the resignation, the Board of Directors appointed Mr. Charles Allen, the Company’s current Chairman of the Board and Chief Executive Officer as the Company’s interim Chief Financial Officer. Mr. Allen did not receive any additional compensation for his interim role as Chief Financial Officer. Michael Prevoznik On December 1, 2021 we entered into an employment agreement with Michael Prevoznik (the “Prevoznik Employment Agreement”), whereby Mr. Prevoznik agreed to serve as our Chief Financial Officer in consideration for an annual salary of $ 175,000 500 500 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Termination/Severance Provisions 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 Company 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 Company representing at least twenty five ( 25 Additionally, pursuant to the terms of the Employment Agreements, we have entered into an indemnification agreement with each executive officer. Bonuses On December 14, 2017, the Company agreed to pay Charles Allen, its CEO, and Michal Handerhan, its COO, cash bonuses of $ 75,000 35,000 The Company further agreed to pay Mr. Allen and Mr. Handerhan contingent cash bonuses of $ 175,000 75,000 1.25 1.5 1.25 On February 6, 2019, the Company agreed to pay Charles Allen, its CEO, and Michal Handerhan, its COO, contingent cash bonuses of $ 256,025 and $ 150,000 , respectively for 2018 (the “2018 Contingent Bonuses”) which will be deemed earned and payable upon the repayment and / or settlement of the $ 200,000 Promissory Note issued on December 18, 2018. On September 18, 2019, the Company exchanged the $ 200,000 Promissory Note and accrued interest of $ 17,973 for a $ 217,973 Convertible Promissory Note due on December 18, 2019 (the “New Note”). From September 18, 2019 through October 16, 2019 the Company issued 193,179 shares of the Company’s Common Stock for the conversion of all $ 217,973 principal on the New Note. The Company subsequently paid all the accrued interest expense of $ 905 on the New Note as such the conditions to earn the 2018 Contingent Bonuses have been achieved and the 2018 Contingent Bonuses have been paid in 2020. BTCS Inc. NOTES TO FINANCIAL STATEMENTS On January 19, 2020, the Company agreed to pay Charles Allen, its CEO, and Michal Handerhan, its COO, cash bonuses of $ 15,000 10,000 462,000 235,750 The Contingent Cash Bonuses will be earned and payable upon the achievement or satisfaction of any one of the following performance goals or criteria: 1) The Company either: i) consummates a merger with another company which would constitute a change of control, or ii) signs a letter of intent (an “LOI”), approved by the board, to merge with another company which would constitute a change of control, 2) the combined value of the Company’s cash and fair market value of Digital Assets (collectively the “Assets”) at any point in time are: i) greater than or equal to $ 1.25 25 1.75 2 The amendments to the Employment Agreements, the 2017 Contingent Bonuses, the 2018 Contingent Bonuses, and the 2019 Contingent Bonuses were approved unanimously by the Board. Accrued compensation As of December 31, 2021 and 2020, the Company had approximately $ 7,000 350,000

Employee Benefit Plans

Employee Benefit Plans	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plans	Note 8 – Employee Benefit Plans The Company maintains defined contribution benefit plans under Section 401(k) of the Internal Revenue Code covering substantially all qualified employees of the Company (the “401(k) Plan”). Under the 401(k) Plan, the Company may make discretionary contributions of up to 100 39,000 0

Going Concern - Liquidity

Going Concern - Liquidity	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern - Liquidity	Note 9 – Going Concern - Liquidity The Company follows “ Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern As reflected in the financial statements, the Company has historically incurred a net loss and has an accumulated deficit at December 31, 2021, a net loss and net cash used in operating activities for the reporting period then ended. The Company is implementing its business plan and generating revenue; however, the Company’s cash position and liquid Digital Assets are sufficient to support its daily operations over the next twelve months. The Company has sustained recurring losses and negative cash flows from operations. Over the past year, the Company’s growth has been funded through a combination of sale of equity (common and preferred stock), promissory notes, and lease financing. As of December 31, 2021, the Company had approximately $ 1.4 3.7

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 10 - Income Taxes The Company had no 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, 2021 and 2020 are comprised of the following: Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net-operating loss carryforward (federal & state) $ 2,287,780 $ 1,937,770 Other (Non-Qualified Stock Options) 209,797 - Total Deferred Tax Assets 2,497,577 1,937,770 Valuation allowance (2,497,577 ) (1,937,770 ) Deferred Tax Asset, Net of Allowance $ - $ - At December 31, 2021, the Company had net operating loss carry forwards for federal and state tax purposes of approximately $ 10.89 expire in 2034 The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in tax years beginning after December 31, 2017 and future years. Accordingly, the amount of NOLs that were generated in the tax year December 31, 2014 in the amount of $ 1,290,156 December 31, 2034 1,545,343 December 31, 2035 794,762 December 31, 2036 1,084,564 December 31, 2037 6,179,367 Prior to the February 5, 2014 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, 2021 and 2020. The valuation allowance increased by approximately $ 0.559 BTCS Inc. NOTES TO FINANCIAL STATEMENTS The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: Schedule of Income Tax Rate For the years ended December 31, 2021 2020 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.5 )% (6.3 )% Federal tax rate change 0.0 % 0.0 Other 27.5 % 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, 2021 and 2020.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events 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. During the period from December 31, 2021 to March 9, 2022, the Company sold a total of 1,723,666 10,578,000 6.14 10,252,000 On January 5, 2022, the Board of Directors of the Company declared a special one-time dividend of $ 0.05 for each outstanding share of Common Stock of the Company. The dividend is payable to holders of record as of the close of business on March 17, 2022 (the “Record Date”). Shareholders are being provided the option to receive proceeds of their dividend payable in either cash (a “Cash Dividend”) or Bitcoin (“Bitcoin Dividend” or “Bividend”). On January 19, 2022, the Board of Directors of the Company approved a base salary increase for the Company’s Chief Operating Officer Michal Handerhan as an amendment to the Handerhan Employment Agreement whereby the annual salary was increased to $ 275,000 4.5 On January 21, 2022, the Board of Directors of the Company approved the formation of a Digital Asset Regulatory Committee comprised of two members: Carol Van Cleef, Chair, and Charles Allen. Effective January 2, 2022, the Board of Directors of the Company ratified the following arrangements approved by its Compensation Committee: Charles Allen, the Company’s Chief Executive Officer, was awarded 173,611 fully-vested shares of Common Stock and Michal Handerhan, the Company’s Chief Operating Officer, was awarded 111,111 fully-vested shares of Common Stock granted under the 2021 Equity Incentive Plan (the “Plan”). Charles Allen, the Company’s Chief Executive Officer, was granted the following restricted stock units (“RSUs”) with vesting terms set forth below: ● 173,611 100,000,000 ● 173,611 150,000,000 ● 173,611 200,000,000 ● 173,611 400,000,000 Michal Handerhan, the Company’s Chief Operating Officer, was granted the following RSUs with vesting terms set forth below: ● 111,111 100,000,000 ● 111,111 150,000,000 ● 111,111 200,000,000 ● 111,111 400,000,000 BTCS Inc. NOTES TO FINANCIAL STATEMENTS Michael Prevoznik, the Company’s Chief Financial Officer, was granted the following RSUs with vesting terms set forth below: ● 55,556 100,000,000 ● 55,556 150,000,000 ● 55,556 200,000,000 ● 55,556 400,000,000 To the extent any market capitalization targets set forth above for Mr. Prevoznik are achieved the RSUs will also be subject to the following five-year vesting schedule: 20 80 In addition to the vesting criteria set forth above, while the Company is listed on the Nasdaq, the restricted stock units issued to Mr. Allen, Mr. Handerhan, and Mr. Prevoznik are subject to the receipt of shareholder approval approving an increase in the Plan or the creation of a new plan as required under Nasdaq rules. The Board of Directors of the Company ratified grants of RSUs to each independent director. David Garrity, Carol Van Cleef and Charles Lee were each granted 31,848 15,000 8,000 8,000 On February 22, 2022, the Company appointed Manish Paranjape as Chief Technology Officer of the Company. Since January 2019, Mr. Paranjape has been the Vice President of Technology and Research at Corra, a global digital agency. Prior to that, beginning in July 2013, Mr. Paranjape was the Director of Technology (U.S.) at Corra. Additionally, since March 2021, Mr. Paranjape has been the principal of Kilwar LLC (“Kilwar”), a software development consulting company. Mr. Paranjape will receive a salary of $ 225,000 45,767 Manish Paranjape, the Company’s Chief Technology Officer, was also granted the following long-term incentive restricted stock units (the “LTI RSUs”) with vesting terms set forth below: ● 40,046 100,000,000 ● 40,046 150,000,000 ● 40,046 200,000,000 ● 40,045 400,000,000 To the extent any market capitalization targets set forth above for Mr. Paranjape are achieved the RSUs will also be subject to the following five-year vesting schedule: 20 80 In addition to the vesting criteria set forth above, while the Company is listed on the Nasdaq, the vesting and delivery of the shares of Common Stock underlying the LTI RSUs are subject to the receipt of shareholder approval approving an increase in the Plan or the creation of a new plan as required under Nasdaq rules. Mr. Paranjape was not appointed pursuant to any arrangement or understanding with any person, and Mr. Paranjape does not have any family relationships with any directors or executive officers of the Company. From April 1, 2021 to February 15, 2022, the Company paid approximately $ 205,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
Reclassifications	Reclassifications Certain prior period amounts have been reclassified in order to conform with the current period presentation. These reclassifications have no impact on the Company’s previously reported net income (loss).
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, 2021 and 2020, the Company had approximately $ 1.4 0.5 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 0.9 0.2
Revenue Recognition	Revenue Recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through staking rewards. The Company runs its own Digital Asset validator nodes and has entered into network-based smart contracts. Through these contracts, the Company provides cryptocurrency to stake a node for the purpose of validating transactions and adding blocks to a respective blockchain network. The term of a smart contract can vary based on the rules of the respective blockchain and typically last a few weeks to months after it is cancelled by the operator and requires that the cryptocurrency staked remain locked up during the duration of the smart contract. In exchange for validating transactions and staking the cryptocurrency, the Company is entitled to all of the fixed cryptocurrency award for running the Company’s own node and successfully processing, validating and/or adding a block to the blockchain. The provision of validating blockchain transactions is an output of the Company’s ordinary activities. Each separate block creation or validation under a smart contract with a network represents a performance obligation. The transaction consideration the Company receives – the fixed cryptocurrency awards – is a non-cash consideration, which the Company measures at fair value on the date received. The fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency on the date of receipt. The satisfaction of the performance obligation for processing and validating blockchain transactions occurs at a point in time when confirmation is received from the network indicating that the validation is complete, and the awards are available for transfer. At that point, revenue is recognized.
Cost of Revenue	Cost of Revenue The Company’s cost of revenue consists primarily of direct production costs related to the operations of validating transactions on the network, rent and utilities for locations housing server nodes to the extent applicable, hosting costs if cloud-based servers are utilized and fees (including stock-based fees) paid to 3rd parties to assist in the software maintenance and operations of its nodes.
Digital Asset Transactions, Translations and Remeasurements	Digital Asset Transactions, Translations and Remeasurements The Company accounts for its Digital Assets as indefinite-lived intangible assets in accordance with ASC 350, Intangibles –Goodwill and Other Digital Assets held are included in the balance sheets as either current assets or other assets if they are staked and locked up for over one year. The Company’s Digital Assets are initially recorded at fair value upon receipt (or “carrying value”). The fair value of Digital Assets is determined using the average U.S. dollar spot price of the related Digital Asset. On a quarterly basis, Digital Assets are measured at carrying value, net of any impairment losses incurred since receipt. The Company will record impairment losses as the fair value falls below the carrying value of the Digital Assets at any time during the period, as determined using the lowest U.S. dollar spot price of the related Digital Asset subsequent to its acquisition. The Digital Assets can only be marked down when impaired and not marked up when their value increases. BTCS Inc. NOTES TO FINANCIAL STATEMENTS Such impairment in the value of Digital Assets are recorded as a component of costs and expenses in our statements of operations. The Company recorded impairment losses of approximately $ 3.8 0.2 Impairment losses cannot be recovered for any subsequent increase in fair value until the sale or disposal of the asset. Realized gain (loss) on sale of Digital Assets are included in other income (expense) in the statements of operations. The Company recorded realized gains (losses) on Digital Assets of approximately $ 3.1 million and ($2,000) during the years ended December 31, 2021 and December 31, 2020, respectively. The presentation of purchases and sales of Digital Assets on the Statement of Cash Flows is determined by the nature of the Digital Assets, which can be characterized as productive (i.e. purchased for purposes of staking) or non-productive. The purchase of non-productive Digital Assets and currencies are included as an operating activity, whereas the purchase of productive Digital Assets and currencies are included as investing activities in accordance with ASC 230-10-20 Investing activities.
Internally Developed Software	Internally Developed Software Internally developed software consisting of the core technology of the Company’s Digital Asset Platform which is being designed to allow user to aggregate and analyze data from Digital Asset exchanges. For internally developed software, the Company uses both its own employees as well as the services of external vendors and independent contractors. The Company accounts for computer software used in the business in accordance with ASC 985-20 and ASC 350. ASC 985-20, Software-Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed, ASC 350, Intangibles-Goodwill and Other
Property and Equipment	Property and Equipment Property and equipment consists of 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.
Use of Estimates	Use of Estimates The accompanying financial statements have been prepared in conformity with U.S. 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, 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.
Accounting for Warrants	Accounting for Warrants The Company accounts for the issuance of Common Stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (“ASC 815”). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered Common Stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the balance sheet as a current liability. The Company assessed the classification of Common Stock purchase warrants as of the date of each offering and determined that such instruments originally met the criteria for equity classification; however, as a result of the Company no longer being in control of whether the warrants may be cash settled, the instruments no longer qualify for equity classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as “change in the fair value of warrant liabilities” in the statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 4).
Stock-Based Compensation	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. Share-based payment awards exchanged for services are accounted for at the fair value of the award on the estimated grant date. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options often vest over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by ASU 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0
Advertising Expense	Advertising Expense Advertisement costs are expensed as incurred and included in marketing expenses. Advertising and marketing expenses amounted to approximately $ 0.2 6,000
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, restricted stock units, options 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, 2021 and 2020 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted As of December 31, 2021 2020 Warrants to purchase Common Stock 962,794 250,323 Series C-1 Convertible Preferred stock - 19,609 Convertible notes - 809,717 Options 1,235,000 - Non-vested restricted stock awards units 29,363 - Total 2,227,157 1,079,649
Convertible Preferred Stock	Convertible Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including 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) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. The Company evaluated the classification of its convertible preferred stock and determined that such instruments meet the criteria for equity classification. The Company has also evaluated its convertible preferred stock in accordance with the provisions of ASC 815, Derivatives and Hedging
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 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 adopted ASU No. 2019-12 effective January 1, 2021, and the adoption did not have a material impact on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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)	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020 because their effect was anti-dilutive: Schedule of Earnings Per Share Anti-diluted As of December 31, 2021 2020 Warrants to purchase Common Stock 962,794 250,323 Series C-1 Convertible Preferred stock - 19,609 Convertible notes - 809,717 Options 1,235,000 - Non-vested restricted stock awards units 29,363 - Total 2,227,157 1,079,649

Fair Value of Financial Asset_2

Fair Value of Financial Assets and Liabilities (Tables)	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis	The following table presents the Company’s assets and liabilities that are measured at fair value at December 31, 2021 and 2020: Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis Fair value measured at December 31, 2021 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2021 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities $ 1,852,500 $            - $                - $ 1,852,500 Fair value measured at December 31, 2020 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Liabilities Warrant Liabilities $               - $               - $                  - $                    -
Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities	A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy at the date of issuance and, as of December 31, 2021, is as follows: BTCS Inc. NOTES TO FINANCIAL STATEMENTS Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities September 14, 2021 December 31, 2021 Risk-free rate of interest 0.79 % 1.26 % Expected volatility 192.2 % 162.5 % Expected life (in years) 4.47 4.18 Expected dividend yield - -
Schedule of Changes in Fair Value and Other Adjustments of Warrants	The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2021 and 2020, that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value and Other Adjustments of Warrants Fair Value of Level 3 financial liabilities December 31, December 31, 2021 2020 Beginning balance $ - $ - Warrant liabilities classification 5,771,250             - Fair value adjustment of warrant liabilities (3,918,750 ) - Ending balance $ 1,852,500 $ -

Stockholders_ Equity (Deficit)

Stockholders’ Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2021
Equity [Abstract]
Summary of Weighted-average Assumptions Used to Estimate Fair Value	The following weighted-average assumptions were used to estimate the fair value of options granted during the year ended December 31, 2021 and 2020 for both the Black-Scholes formula and the Monte-Carlo simulation: Summary of Weighted-average Assumptions Used to Estimate Fair Value For the year ended December 31, 2021 2020 Exercise price $ 2.14 - Term (years) 2.50 - 3.30          - Expected stock price volatility 185.9 % - Risk-free rate of interest 0.34 % -
Summary of Option Activity	A summary of options activity under the Company’s stock option plan for the year ended December 31, 2021 is presented below: Summary of Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2020 - $ - $ - - Employee options granted 1,235,000 2.14 1,488,000 4.3 Outstanding as of December 31, 2021 1,235,000 $ 2.14 $ 1,488,000 4.3 Options vested and exercisable 725,250 $ 1.96 $ 892,800 4.3
Summary of Restricted Stock	A summary of the Company’s restricted stock units granted under the 2021 Plan during the year ended December 31, 2021 are as follows: Summary of Restricted Stock Number of Restricted Stock Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2020 - $ - Granted 370,144 9.42 Vested (290,000 ) 10.29 Forfeited (50,781 ) 6.42 Nonvested at December 31, 2021 29,363 $ 5.96
Schedule of Stock-based Compensation Expense	Stock-based compensation expense for the years ended December 31, 2021 and 2020 was as follows: Schedule of Stock-based Compensation Expense 2021 2020 Employee stock option awards $ 11,932,409 $ - Employee restricted stock units awards 2,993,146 - Non-employee restricted stock awards 352,640 - Series C-2 allocation 179,277 - $ 15,457,473 $ -
Summary of Warrant Activity	The following is a summary of warrant activity for the years ended December 31, 2021 and 2020: Summary of Warrant Activity Number of Warrants Outstanding as of December 31, 2019 93,821 Issuance of Series C Warrants 200,000 Expiration of warrant (43,498 ) Outstanding as of December 31, 2020 250,323 Issuance of Series C Warrants 200,000 Warrants exercise for cash (200,000 ) Issuance of Warrants pursuant to Registered Direct Offering 712,500 Fractional shares adjusted for reverse split (29 ) Outstanding as of December 31, 2021 962,794

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities	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, 2021 and 2020 are comprised of the following: Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net-operating loss carryforward (federal & state) $ 2,287,780 $ 1,937,770 Other (Non-Qualified Stock Options) 209,797 - Total Deferred Tax Assets 2,497,577 1,937,770 Valuation allowance (2,497,577 ) (1,937,770 ) 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: Schedule of Income Tax Rate For the years ended December 31, 2021 2020 Statutory Federal Income Tax Rate (21.0 )% (21.0 )% State Taxes, Net of Federal Tax Benefit (6.5 )% (6.3 )% Federal tax rate change 0.0 % 0.0 Other 27.5 % 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) - shares	Aug. 25, 2021	Aug. 12, 2021	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders' Equity, Reverse Stock Split	1-for-10 Reverse Split	1-for-10 reverse split
Common Stock, Shares Authorized			97,500,000

Schedule of Earnings Per Share

Schedule of Earnings Per Share Anti-diluted (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,227,157	1,079,649
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	962,794	250,323
Series C-1 Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		19,609
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		809,717
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,235,000
Non Vested Restricted Stock Awards Units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	29,363

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2017
Property, Plant and Equipment [Line Items]
Cash and cash equivalents	$ 1,400,867	$ 524,135
Cash, FDIC insured amount	900,000	200,000
Impairment losses	3,800,000	200,000
Realized Investment Gains (Losses)	$ 3,100,000	(2,000)
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.
Estimated forfeiture rate			0.00%
Advertising expenses	$ 200,000	$ 6,000
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash, FDIC insured amount	$ 250,000

Schedule of Fair Value of Asset

Schedule of Fair Value of Assets and Liabilities Valued on Recurring Basis (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 1,852,500
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liabilities	$ 1,852,500

Summary of Valuation Methodolog

Summary of Valuation Methodology and Significant Unobservable Inputs Warrant Liabilities (Details)	Sep. 14, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate of interest		0.34%
Expected volatility		185.90%
Expected life (in years)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Risk-free rate of interest	0.79%	1.26%
Expected volatility	192.20%	162.50%
Expected life (in years)	4 years 5 months 19 days	4 years 2 months 4 days
Expected dividend yield

Schedule of Changes in Fair Val

Schedule of Changes in Fair Value and Other Adjustments of Warrants (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Warrant liabilities, beginning balance
Warrant liabilities classification	5,771,250
Fair value adjustment of warrant liabilities	(3,918,750)
Warrant liabilities, ending balance	$ 1,852,500

Fair Value of Financial Asset_3

Fair Value of Financial Assets and Liabilities (Details Narrative) - USD ($) $ in Millions	Aug. 25, 2021	Mar. 04, 2021	Mar. 02, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues	14,500
Securities Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock Issued During Period, Shares, New Issues		950,000	950,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			712,500
Proceeds from Issuance of Private Placement		$ 8.9	$ 9.5

Note Payable (Details Narrative

Note Payable (Details Narrative) - USD ($)	Nov. 12, 2021	Sep. 24, 2021	Jan. 15, 2021	Dec. 16, 2020	May 11, 2020	May 07, 2020	Apr. 17, 2020	Apr. 06, 2020	Nov. 07, 2019	Dec. 03, 2020	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature											$ 1,000,000	$ 1,182,345
Amortization on debt discount											1,868,059	354,432
Proceeds from Warrant Exercises											400,000
Fair Value Adjustment of Warrants											(3,918,750)
2019 Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes												0
Stock Issued During Period, Shares, Conversion of Convertible Securities					3,583	63,274		73,530
Stock Issued During Period, Value, Conversion of Convertible Securities					$ 9,458			$ 50,000
Conversion of common stock shares issued principal value						$ 150,000
Conversion of common stock shares issued interest value						$ 2,000
Amortization on debt discount												40,000
Interest expense												8,000
2020 April Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes												0
Stock Issued During Period, Shares, Conversion of Convertible Securities				34,371						520,091
Stock Issued During Period, Value, Conversion of Convertible Securities				$ 35,298						$ 500,000
Amortization on debt discount												269,000
Interest expense												$ 35,000
2020 December Promissory Note [Member]
Short-term Debt [Line Items]
Amortization on debt discount											868,000
Interest expense											$ 88,000
Cavalry Fund I LP [Member] | Series C Warrants [Member]
Short-term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			200,000
Cavalry Fund I LP [Member] | 2019 Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes									$ 200,000
Debt Instrument, Maturity Date									Aug. 7, 2020
Debt instrument discount rate									20.00%
Debt Instrument, Convertible, Conversion Price									$ 0.20		$ 0.90
Debt Instrument, Interest Rate, Stated Percentage									12.00%
Debt default interest rate									20.00%
Debt Conversion, Converted Instrument, Shares Issued											217,392
Fair value of underlying common stock											$ 1.20
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature											$ 50,000
Cavalry Fund I LP [Member] | 2020 April Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes							$ 500,000
Debt Instrument, Maturity Date							Feb. 17, 2021
Debt instrument discount rate							35.00%
Debt Instrument, Convertible, Conversion Price							$ 0.64
Debt Instrument, Interest Rate, Stated Percentage							12.00%
Debt Conversion, Converted Instrument, Shares Issued							777,001
Fair value of underlying common stock							$ 0.99
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature							$ 269,000
Proceeds from Issuance of Debt							$ 500,000
Shares Issued, Price Per Share							$ 0.20
Cavalry Fund I LP [Member] | 2020 December Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes		$ 1,092,712		$ 1,000,000
Debt instrument discount rate				35.00%
Debt Instrument, Convertible, Conversion Price				$ 0.40
Debt Instrument, Interest Rate, Stated Percentage				12.00%
Proceeds from issuance of promissory note		1,000,000		$ 1,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights				200,000
Accrued interest		$ 92,712
Cavalry Fund I LP [Member] | 2020 December Promissory Note [Member] | Series C Warrants [Member]
Short-term Debt [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2
Proceeds from Warrant Exercises				$ 400,000
Cavalry Fund I LP [Member] | 2021 Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes			$ 1,000,000
Debt instrument discount rate			35.00%
Debt Instrument, Convertible, Conversion Price			$ 7.50
Debt Instrument, Interest Rate, Stated Percentage			12.00%
Debt Conversion, Converted Instrument, Shares Issued			70,572
Fair value of underlying common stock			$ 21.8
Shares Issued, Price Per Share			$ 14.10
Proceeds from issuance of promissory note			$ 1,000,000
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 218,000
Cavalry Fund I LP [Member] | 2021 Promissory Note [Member] | Series D Warrants [Member]
Short-term Debt [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			200,000
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 21.60
Fair Value Adjustment of Warrants			$ 3,580,000
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 782,000
Cavalry Fund I LP [Member] | 2021 Promissory Note [Member]
Short-term Debt [Line Items]
Promissory notes	$ 1,098,958
Amortization on debt discount											1,000,000
Interest expense											$ 99,000
Proceeds from issuance of promissory note	1,000,000
Accrued interest	$ 98,958

Summary of Weighted-average Ass

Summary of Weighted-average Assumptions Used to Estimate Fair Value (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price	$ 2.14
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term
Expected stock price volatility	185.90%
Risk-free rate of interest	0.34%
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	2 years 6 months
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term	3 years 3 months 18 days

Summary of Option Activity (Det

Summary of Option Activity (Details)	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Equity [Abstract]
Number of Shares Outstanding, Beginning balance | shares
Weighted Average Exercise Price, Beginning balance | $ / shares
Total Intrinsic Value, Beginning balance | $
Weighted Average Remaining Contractual Life (in years), Beginning balance
Number of Shares Outstanding, Employee options granted | shares	1,235,000
Weighted Average Exercise Price, Employee options granted | $ / shares	$ 2.14
Total Intrinsic Value, Employee options granted | $	$ 1,488,000
Weighted Average Remaining Contractual Life (in years), Employee options granted	4 years 3 months 18 days
Number of Shares Outstanding, Ending balance | shares	1,235,000
Weighted Average Exercise Price, Ending balance | $ / shares	$ 2.14
Total Intrinsic Value, Ending balance | $	$ 1,488,000
Weighted Average Remaining Contractual Life (in years), Ending balance	4 years 3 months 18 days
Number of Shares Outstanding, Options vested and exercisable | shares	725,250
Weighted Average Exercise Price, Options vested and exercisable | $ / shares	$ 1.96
Total Intrinsic Value, Options vested and exercisable | $	$ 892,800
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	4 years 3 months 18 days

Summary of Restricted Stock (De

Summary of Restricted Stock (Details)	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Equity [Abstract]
Number of Restricted Stock Units Nonvested, beginning balance | shares
Weighted Average Grant Day Fair Value Nonvested, beginning balance | $ / shares
Number of Restricted Stock Units, Granted | shares	370,144
Weighted Average Grant Day Fair Value, Granted | $ / shares	$ 9.42
Number of Restricted Stock Units, Vested | shares	(290,000)
Weighted Average Grant Day Fair Value, Vested | $ / shares	$ 10.29
Number of Restricted Stock Units, Forfeited | shares	(50,781)
Weighted Average Grant Day Fair Value, Forfeited | $ / shares	$ 6.42
Number of Restricted Stock Units Nonvested, ending balance | shares	29,363
Weighted Average Grant Day Fair Value Nonvested, ending balance | $ / shares	$ 5.96

Schedule of Stock-based Compens

Schedule of Stock-based Compensation Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 15,457,473
Share-based Payment Arrangement, Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	11,932,409
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	2,993,146
Non Employee Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	352,640
Series C-2 Allocation [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation	$ 179,277

Summary of Warrant Activity (De

Summary of Warrant Activity (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equity [Abstract]
Number of Warrants, Outstanding, Beginning Balance	250,323	93,821
Number of Warrants, Issuance of Series C Warrants	200,000	200,000
Number of Warrants, Expiration of warrant		(43,498)
Number of Warrants, Warrants exercise for cash	(200,000)
Number of Warrants, Issuance of Warrants pursuant to Registered Direct Offering	712,500
Number of Warrants, Fractional shares adjusted for reverse split	(29)
Number of Warrants, Outstanding, Ending Balance	962,794	250,323

Stockholders_ Equity (Deficit_2

Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)

Dec. 31, 2021

Dec. 01, 2021

Sep. 14, 2021

Aug. 25, 2021

Aug. 12, 2021

Jun. 28, 2021

Apr. 02, 2021

Apr. 02, 2021

Mar. 30, 2021

Mar. 04, 2021

Mar. 02, 2021

Jan. 28, 2021

Jan. 15, 2021

Jan. 02, 2021

Dec. 16, 2020

Jun. 22, 2020

May 11, 2020

May 07, 2020

Apr. 06, 2020

Nov. 30, 2021

Dec. 03, 2020

Dec. 31, 2021

Dec. 31, 2020

Apr. 17, 2020

Class of Stock [Line Items]

Preferred Stock, Shares Authorized

20,000,000

20,000,000

20,000,000

Preferred Stock, Par or Stated Value Per Share

$ 0.001

$ 0.001

$ 0.001

Number of common stock issued

14,500

Stock issued during period value new issues

$ 3,014,005

$ 1,854,040

Share-based compensation

$ 15,490,555

Stockholders' Equity, Reverse Stock Split

1-for-10 Reverse Split

1-for-10 reverse split

Stock option granted

21,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price

$ 2.14

$ 2.14

Share-based Compensation Arrangement by Share-based Payment Award, Accelerated Vesting, Number

14,000

14,000

480,000

21,000

Vesting date

Jan. 1, 2022

Stock Issued During Period, Shares, Restricted Stock Award, Gross

275,000

Stock Issued During Period, Value, Restricted Stock Award, Gross

$ 2,800,000

Proceeds from Issuance of Common Stock

$ 3,014,005

$ 1,854,040

Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount

$ 300,000

300,000

2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Share-based compensation

$ 15,400,000

Common Stock, Capital Shares Reserved for Future Issuance

2,000,000

2,000,000

Stock option granted

1,200,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price

$ 1.90

Stock option grant date fair value

$ 11,900,000

2019 Promissory Note [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

3,583

63,274

73,530

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 9,458

$ 50,000

2019 Promissory Note [Member] | Convertible Notes Payable [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

3,582

63,273

73,529

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 9,458

$ 150,000

$ 50,000

Debt Instrument, Face Amount

$ 2,000

2020 April Promissory Note [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

34,371

520,091

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 35,298

$ 500,000

2020 April Promissory Note [Member] | Convertible Notes Payable [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

34,370

520,088

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 35,298

$ 500,000

Restricted Common Stock [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures

52,800

Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures

$ 600,000

Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Stock option granted

29,363

50,781

50,781

Stock option, description

The restricted stock units were to vest over a five-year period as follows: 20% of the 50,781 restricted stock units were to vest on the one-year anniversary of the grant date, and the remaining 80% were to vest monthly over the following four years with vesting occurring on the last day of each respective month.

Stock option vesting percentage

20.00%

Stock option grant date fair value

$ 200,000

Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Tranche One [Member]

Class of Stock [Line Items]

Stock option vesting percentage

20.00%

Restricted Stock [Member] | 2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Proceeds from Issuance of Common Stock

$ 300,000

Cavalry Fund I LP [Member] | 2020 April Promissory Note [Member]

Class of Stock [Line Items]

Shares Issued, Price Per Share

$ 0.20

Charles B Lee and Carol Van Cleef [Member]

Class of Stock [Line Items]

Stock option granted

35,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price

$ 10.30

$ 10.30

Board Of Directors [Member] | 2021 Equity Incentive Plan [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures

275,000

Two Non Employee [Member] | Restricted Stock Units (RSUs) [Member]

Class of Stock [Line Items]

Stock option granted

15,000

Vesting date

Sep. 14, 2021

Stock Issued During Period, Shares, Restricted Stock Award, Gross

15,000

Stock Issued During Period, Value, Restricted Stock Award, Gross

$ 200,000

Common Stock [Member]

Class of Stock [Line Items]

Number of common stock issued

321,738

1,523,146

Stock issued during period value new issues

$ 322

$ 1,523

Stock Issued During Period, Shares, Conversion of Convertible Securities

19,609

Equity Line of Credit Purchase Agreement [Member]

Class of Stock [Line Items]

Number of common stock issued

904,500

618,658

Stock issued during period value new issues

$ 415,000

Equity Line of Credit Purchase Agreement [Member] | Pro-rata Commitment Shares [Member]

Class of Stock [Line Items]

Number of common stock issued

2,421

Equity Line Of Credit Purchase Agreement Third Registration [Member]

Class of Stock [Line Items]

Number of common stock issued

904,500

Stock issued during period value new issues

$ 1,445,000

Equity Line Of Credit Purchase Agreement Third Registration [Member] | Pro-rata Commitment Shares [Member]

Class of Stock [Line Items]

Number of common stock issued

8,430

Equity Line Of Credit Purchase Agreement Four Registration [Member]

Class of Stock [Line Items]

Number of common stock issued

400,000

Stock issued during period value new issues

$ 3,015,000

Equity Line Of Credit Purchase Agreement Fourth Registration [Member]

Class of Stock [Line Items]

Number of common stock issued

321,738

Equity Line Of Credit Purchase Agreement Fourth Registration [Member] | Pro-rata Commitment Shares [Member]

Class of Stock [Line Items]

Number of common stock issued

17,590

Securities Purchase Agreement [Member]

Class of Stock [Line Items]

Number of common stock issued

950,000

950,000

Shares Issued, Price Per Share

$ 10

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

712,500

Proceeds from Issuance Initial Public Offering

$ 9,500,000

Proceeds from Issuance of Private Placement

$ 8,900,000

$ 9,500,000

Percentage of gross proceeds of offerings

7.00%

Legal Fees

$ 40,000

Securities Purchase Agreement [Member] | Investors [Member] | Minimum [Member]

Class of Stock [Line Items]

Percentage of gross proceeds of offerings

3.50%

Securities Purchase Agreement [Member] | Warrant [Member]

Class of Stock [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

712,500

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 11.50

At-the-Market Offering Agreement [Member]

Class of Stock [Line Items]

Shares Issued, Price Per Share

$ 6.38

$ 6.38

Proceeds from Issuance Initial Public Offering

$ 2,979,000

Sale of Stock, Number of Shares Issued in Transaction

466,791

[custom:ProceedsFromIssuanceNetPublicOffering]

$ 2,832,000

At-the-Market Offering Agreement [Member] | H.C. Wainwright and Co., LLC [Member]

Class of Stock [Line Items]

Percentage of gross proceeds of offerings

3.00%

Sale of Stock, Consideration Received on Transaction

$ 98,767,500

Series C-2 Preferred Stock [Member]

Class of Stock [Line Items]

Preferred Stock, Shares Authorized

20,000,000

20,000,000

Preferred Stock, Par or Stated Value Per Share

$ 0.001

$ 0.001

Series C-2 Convertible Preferred Stock [Member]

Class of Stock [Line Items]

Number of common stock issued

110,000

Stock issued during period value new issues

$ 1,100,000

Shares Issued, Price Per Share

$ 10

Share-based compensation

$ 179,277

Redeemed price value, percentage

107.00%

[custom:PreferredStockConvertibleConversionPrice1-0]

$ 1.70

[custom:PreferredStockConvertibleBeneficialConversionFeature]

$ 129,412

[custom:AmortizationConvertibleBeneficialConversionFeature]

$ 45,541

Preferred Stock, Convertible, Terms

If at any time after the Initial Issuance Date, the Company raises capital equal to or in excess of $5 million by issuing Common Stock or Common Stock Equivalents then the Anti-Dilution Amount per share of Series C-2 shall be the product of: (i) 0.0000004, and (ii) the aggregate amount of all capital raised by the Company after the Initial Issuance Date (the “Capital Raised”). Provided; further, for the determination of the Anti-Dilution Amount, the amount of Capital Raised shall be limited to $13 million, regardless of how much capital the Company raises. In the event capital is raised simultaneous with a listing on a national securities exchange and the automatic conversion of the Series C-2 then such funds shall be included in the Capital Raised for the purpose of determining the Anti-Dilution Amount. As of September 30, 2021, over $13 million of capital was raised and the adjustment to the Conversion Amount was fully triggered. The Company recognized the effect of the down-round protection when capital raises occur as the difference between: (1) the financial instrument’s fair value (without the down round feature) using the pre-trigger exercise price, and (2) the financial instrument’s fair value (without the down round feature) using the reduced exercise price. The value of the effect of the down round feature of $5,020,883 was treated as a dividend and a reduction to income available to common shareholders in the basic EPS calculation.

Conversion of Stock, Shares Converted

4,011,766

Series C-2 Convertible Common Stock [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

4,011,766

Series C Warrants [Member] | Cavalry Fund I LP [Member]

Class of Stock [Line Items]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

200,000

[custom:WarrantExerciseForCash]

$ 400,000

Series C1 Convertible Preferred Shares [Member]

Class of Stock [Line Items]

Stock Issued During Period, Shares, Conversion of Convertible Securities

29,414

Employment Agreements (Details

Employment Agreements (Details Narrative) - USD ($)

Dec. 01, 2021

Jun. 28, 2021

Mar. 31, 2020

Jan. 19, 2020

Jan. 19, 2020

Sep. 18, 2019

Feb. 06, 2019

Dec. 18, 2018

Dec. 14, 2017

Jun. 22, 2017

Oct. 16, 2019

Dec. 31, 2021

Dec. 31, 2020

Dec. 18, 2019

Contingent cash description

The Contingent Cash Bonuses will be earned and payable upon the achievement or satisfaction of any one of the following performance goals or criteria: 1) The Company either: i) consummates a merger with another company which would constitute a change of control, or ii) signs a letter of intent (an “LOI”), approved by the board, to merge with another company which would constitute a change of control, 2) the combined value of the Company’s cash and fair market value of Digital Assets (collectively the “Assets”) at any point in time are: i) greater than or equal to $1.25 million, then 25% of the Contingent Cash Bonuses will be deemed earned and payable, ii) greater than or equal to $1.75 million (excluding any portion of Contingent Cash Bonuses previously earned whether paid or accrued), then 25% of the Contingent Cash Bonuses will be deemed earned and payable, iii) greater than or equal to $2 million (excluding any portion of Contingent Cash Bonuses previously earned whether paid or accrued), then the remaining 50% of the Contingent Cash Bonuses will be deemed earned and payable, and 3) provided further if the Company and Mr. Allen or Mr. Handerhan agree to exchange their respective Contingent Cash Bonus or a portion thereof for equity securities (not debt) then the above performance criteria do not need to be achieved with respect to the portion of Contingent Cash Bonuses exchanged for equity.

Fair market value of Digital Assets

$ 1,750,000

Accrued compensation

$ 7,000

$ 350,000

Maximum [Member]

Gross proceeds from cash bonus

2

New Note [Member]

Interest Payable

$ 905

$ 17,973

Stock Issued During Period, Value, Conversion of Convertible Securities

$ 217,973

Stock Issued During Period, Shares, Conversion of Convertible Securities

193,179

[custom:ConvertiblePromissoryNote-0]

$ 217,973

2017 Contingent Bonuses [Member]

Contingent cash description

The Company further agreed to pay Mr. Allen and Mr. Handerhan contingent cash bonuses of $175,000 and $75,000 respectively (the “2017 Contingent Bonuses”) which will be deemed earned on the earlier of i) the closing of a merger approved by the Board, ii) the closing of one or many financings in 2018 totaling over $1.25 million in gross proceeds, or iii) the Company having cash and the fair market value of Digital Assets valued at over $1.5 million. Provided further that the 2017 Contingent Bonuses if deemed earned will only be payable if the Company has at least $1.25 million in cash and the fair market value of Digital Assets prior to paying the bonuses. The 2017 Contingent Bonuses are not conditioned upon the continued service of either Mr. Allen or Mr. Handerhan and do not expire.

Cash

$ 1,250,000

Fair market value of Digital Assets

1,500,000

Gross proceeds from cash bonus

1,250,000

1,250,000

Two Thousand And Eighteen Contingent Bonuses [Member]

[custom:RepaymentOfPromissoryNote]

$ 200,000

$ 200,000

Charles W Allen [Member]

Accrued bonuses

$ 15,000

15,000

35,000

Charles W Allen [Member] | 2017 Contingent Bonuses [Member]

Accrued bonuses

75,000

Charles W Allen [Member] | Two Thousand And Eighteen Contingent Bonuses [Member]

Accrued bonuses

$ 256,025

Charles W Allen [Member] | Two Thousand And Nighteen Contingent Bonuses [Member]

Accrued bonuses

462,000

462,000

Charles W Allen [Member] | Allen Employment Agreement [Member]

Employment agreement term

2 years

Annual salary

345,000

$ 245,000

376,749

Compensation

500

Charles W Allen [Member] | Allen Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Michal Handerhan [Member]

Accrued bonuses

10,000

10,000

75,000

Michal Handerhan [Member] | 2017 Contingent Bonuses [Member]

Accrued bonuses

$ 175,000

Michal Handerhan [Member] | Two Thousand And Eighteen Contingent Bonuses [Member]

Accrued bonuses

150,000

Michal Handerhan [Member] | Two Thousand And Nighteen Contingent Bonuses [Member]

Accrued bonuses

$ 235,750

$ 235,750

Michal Handerhan [Member] | Handerhan Employment Agreement [Member]

Employment agreement term

2 years

Annual salary

$ 215,000

$ 190,000

$ 234,785

Compensation

500

Compensation percentage

35.00%

4.50%

Diluted capital stock percentage

25.00%

Michal Handerhan [Member] | Handerhan Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Andrew Lee [Member] | Lee Employment Agreement [Member]

Annual salary

$ 250,000

Compensation

500

Andrew Lee [Member] | Lee Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Michael Prevoznik [Member] | Prevoznik Employment Agreement [Member]

Annual salary

$ 175,000

Compensation

500

Michael Prevoznik [Member] | Prevoznik Employment Agreement [Member] | Office Space [Member]

Compensation

$ 500

Employee Benefit Plans (Details

Employee Benefit Plans (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Percentage of defined comtribution plan employee	100.00%
Defined comtribution plan employee	$ 39,000	$ 0

Going Concern - Liquidity (Deta

Going Concern - Liquidity (Details Narrative) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 1,400,867	$ 524,135
Liquid digital assets	$ 3,700,000

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Net-operating loss carryforward (federal & state)	$ 2,287,780	$ 1,937,770
Other (Non-Qualified Stock Options)	209,797
Total Deferred Tax Assets	2,497,577	1,937,770
Valuation allowance	(2,497,577)	(1,937,770)
Deferred Tax Asset, Net of Allowance

Schedule of Income Tax Rate (De

Schedule of Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Statutory Federal Income Tax Rate	(21.00%)	(21.00%)
State Taxes, Net of Federal Tax Benefit	(6.50%)	(6.30%)
Federal tax rate change	0.00%	0.00%
Other	27.50%	27.30%
Change in Valuation Allowance	(0.00%)	(0.00%)
Income Taxes Provision (Benefit)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating Loss Carryforwards [Line Items]
Income tax expense	$ 0	$ 0
Operating loss carry forwards expiration years	expire in 2034
Income tax reconciliation description	The 20-year carryforward period has been replaced with an indefinite carryforward period for these NOLs generated in tax years beginning after December 31, 2017 and future years.
Deferred tax assets, valuation allowance increased amount	$ 559,000
Tax Year 2014 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,290,156
Expiration beginning date	Dec. 31, 2034
Tax Year 2015 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,545,343
Expiration beginning date	Dec. 31, 2035
Tax Year 2016 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 794,762
Expiration beginning date	Dec. 31, 2036
Tax Year 2017 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 1,084,564
Expiration beginning date	Dec. 31, 2037
Tax Year 2018 [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforward	$ 6,179,367
State Tax [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards for federal and state tax	10,890,000
Federal Tax [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carry forwards for federal and state tax	$ 10,890,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)

Feb. 22, 2022

Jan. 19, 2022

Jan. 02, 2022

Dec. 01, 2021

Jun. 28, 2021

Apr. 02, 2021

Jan. 02, 2021

Nov. 30, 2021

Mar. 09, 2022

Feb. 15, 2022

Dec. 31, 2021

Dec. 31, 2020

Sep. 03, 2022

Jan. 05, 2022

Subsequent Event [Line Items]

Net proceeds from common stock

$ 3,014,005

$ 1,854,040

Number of stock options awarded

21,000

Number of stock options awarded

$ 15,490,555

Restricted Stock Units (RSUs) [Member]

Subsequent Event [Line Items]

Number of stock options awarded

29,363

50,781

50,781

Vesting percentage

20.00%

2021 Equity Incentive Plan [Member]

Subsequent Event [Line Items]

Number of stock options awarded

1,200,000

At-the-Market Offering Agreement [Member]

Subsequent Event [Line Items]

Number of common shares sold

466,791

Shares issued, price per share

$ 6.38

Subsequent Event [Member]

Subsequent Event [Line Items]

Dividends Payable, Amount Per Share

$ 0.05

Audit Committee Chair Fee

$ 15,000

Compensation Committee Chair Fee

8,000

Governance and Nominating Committee Fee

$ 8,000

Payment to consulting service provider

$ 205,000

Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member]

Subsequent Event [Line Items]

Vesting percentage

20.00%

Vesting percentage

80.00%

Subsequent Event [Member] | Chief Operating Officer [Member]

Subsequent Event [Line Items]

Increase in annual salary

$ 275,000

Compensation percentage

4.50%

Subsequent Event [Member] | Chief Operating Officer [Member] | Equity Option [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

111,111

Number of restricted stock units granted and vested, Value

$ 100,000,000

Subsequent Event [Member] | Chief Operating Officer [Member] | Stock Option Two [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

111,111

Number of restricted stock units granted and vested, Value

$ 150,000,000

Subsequent Event [Member] | Chief Operating Officer [Member] | Stock Option Three [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

111,111

Number of restricted stock units granted and vested, Value

$ 200,000,000

Subsequent Event [Member] | Chief Operating Officer [Member] | Stock Option Four [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

111,111

Number of restricted stock units granted and vested, Value

$ 400,000,000

Subsequent Event [Member] | Chief Operating Officer [Member] | 2021 Equity Incentive Plan [Member]

Subsequent Event [Line Items]

Number of stock options awarded

111,111

Subsequent Event [Member] | Chief Executive Officer [Member] | Equity Option [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

173,611

Number of restricted stock units granted and vested, Value

$ 100,000,000

Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Option Two [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

173,611

Number of restricted stock units granted and vested, Value

$ 150,000,000

Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Option Three [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

173,611

Number of restricted stock units granted and vested, Value

$ 200,000,000

Subsequent Event [Member] | Chief Executive Officer [Member] | Stock Option Four [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

173,611

Number of restricted stock units granted and vested, Value

$ 400,000,000

Subsequent Event [Member] | Chief Executive Officer [Member] | 2021 Equity Incentive Plan [Member]

Subsequent Event [Line Items]

Number of stock options awarded

173,611

Number of stock options awarded

$ 31,848

Subsequent Event [Member] | Chief Financial Officer [Member] | Equity Option [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

55,556

Number of restricted stock units granted and vested, Value

$ 100,000,000

Subsequent Event [Member] | Chief Financial Officer [Member] | Stock Option Two [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

55,556

Number of restricted stock units granted and vested, Value

$ 150,000,000

Subsequent Event [Member] | Chief Financial Officer [Member] | Stock Option Three [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

55,556

Number of restricted stock units granted and vested, Value

$ 200,000,000

Subsequent Event [Member] | Chief Financial Officer [Member] | Stock Option Four [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

55,556

Number of restricted stock units granted and vested, Value

$ 400,000,000

Subsequent Event [Member] | Chief Technology Officer [Member]

Subsequent Event [Line Items]

Salary

$ 225,000

Subsequent Event [Member] | Chief Technology Officer [Member] | Restricted Stock Units (RSUs) [Member]

Subsequent Event [Line Items]

Number of stock options awarded

45,767

Vesting percentage

20.00%

Subsequent Event [Member] | Chief Technology Officer [Member] | Restricted Stock Units [Member]

Subsequent Event [Line Items]

Vesting percentage

80.00%

Subsequent Event [Member] | Chief Technology Officer [Member] | Equity Option [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

40,046

Number of restricted stock units granted and vested, Value

$ 100,000,000

Subsequent Event [Member] | Chief Technology Officer [Member] | Stock Option Two [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

40,046

Number of restricted stock units granted and vested, Value

$ 150,000,000

Subsequent Event [Member] | Chief Technology Officer [Member] | Stock Option Three [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

40,046

Number of restricted stock units granted and vested, Value

$ 200,000,000

Subsequent Event [Member] | Chief Technology Officer [Member] | Stock Option Four [Member]

Subsequent Event [Line Items]

Number of restricted stock units granted and vested, shares

40,045

Number of restricted stock units granted and vested, Value

$ 400,000,000

Subsequent Event [Member] | At-the-Market Offering Agreement [Member]

Subsequent Event [Line Items]

Number of common shares sold

1,723,666

Gross proceeds from issuance of common stock

$ 10,578,000

Shares issued, price per share

$ 6.14

Net proceeds from common stock

$ 10,252,000