Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 13, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Blockchain Holdings Capital Ventures, Inc. | |
Entity Central Index Key | 0001614826 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,551,217 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 15,295 | $ 6,293 |
Total Current Assets | 15,295 | 6,293 |
TOTAL ASSETS | 15,295 | 6,293 |
Current Liabilities: | ||
Accounts payable | 165,113 | 109,572 |
Convertible notes payable, short-term | 100,000 | |
Accrued compensation - related party | 20,000 | 82,500 |
Advances from related parties | 8,559 | |
Accrued expenses | 4,082 | 1,914 |
Total Current Liabilities | 297,754 | 193,986 |
Total Liabilities | 297,754 | 193,986 |
Commitments and Contingencies (Note 7) | ||
Stockholders' Deficiency: | ||
Common stock, $0.0001 par value; 150,000,000 shares authorized, 5,551,217 and 4,386,217 issued and outstanding as of June 30, 2019 and December 31, 2018, respectively. | 555 | 438 |
Additional paid-in capital | 40,000 | 40,000 |
Accumulated deficit | (352,831) | (257,948) |
Total Stockholders' Deficiency | (282,459) | (187,693) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY | 15,295 | 6,293 |
Class A Super Majority Voting Preferred Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock, value | 26,317 | 26,317 |
Class C Convertible Preferred Non-Voting Stock [Member] | ||
Stockholders' Deficiency: | ||
Preferred stock, value | $ 3,500 | $ 3,500 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 5,551,217 | 4,386,217 |
Common stock, shares outstanding | 5,551,217 | 4,386,217 |
Class A Super Majority Voting Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,000,000 | 7,000,000 |
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 |
Preferred stock, liquidation preferences | $ 26,317 | $ 26,317 |
Class C Convertible Preferred Non-Voting Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 7,000,000 | 7,000,000 |
Preferred stock, shares outstanding | 7,000,000 | 7,000,000 |
Preferred stock, liquidation preferences | $ 3,500 | $ 3,500 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | |
Revenues: | ||||
Total Revenue | $ 287,526 | $ 118,070 | ||
Total Cost of Goods Sold | (218,571) | (82,500) | ||
Gross Margin | 68,955 | 35,570 | ||
Operating Expenses: | ||||
Sales and marketing | 9,788 | 34,087 | 35,333 | 13,370 |
General and administrative | 61,405 | 2,683 | 4,701 | 77,019 |
Impairment of long-lived assets | 26,550 | |||
Total Operating Expenses | 71,193 | 36,770 | 66,584 | 90,389 |
Income/(Loss) from operations | (71,193) | (1,200) | 2,371 | (90,389) |
Other Income and Expense | ||||
Interest expense | (4,034) | (4,494) | ||
Total Other Income (Expense) | (4,034) | (4,494) | ||
Net Income/(Loss) | $ (75,227) | $ (1,200) | $ 2,371 | $ (94,883) |
Net Income/(Loss) per share (basic and diluted) | $ (0.01) | $ 0 | $ 0.01 | $ (0.02) |
Weighted average number of common shares outstanding (basic and diluted) | 5,477,591 | 401,250 | 401,195 | 5,115,250 |
Equipment Sales - Related Party [Member] | ||||
Revenues: | ||||
Total Revenue | $ 150,104 | |||
Consulting and Management Fee Revenue - Related Party [Member] | ||||
Revenues: | ||||
Total Revenue | 18,954 | |||
Equipment Sales [Member] | ||||
Revenues: | ||||
Total Revenue | 70,700 | 70,700 | ||
Consulting and Management Fee Revenue [Member] | ||||
Revenues: | ||||
Total Revenue | 44,380 | 44,380 | ||
Mining Commission Revenue - Related Party [Member] | ||||
Revenues: | ||||
Total Revenue | 2,990 | 3,388 | ||
Cost of Goods Sold - Related Party [Member] | ||||
Revenues: | ||||
Total Cost of Goods Sold | $ (82,500) | $ (218,571) |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Cash Flows from Operating Activities | |||||
Net Income/(Loss) | $ (75,227) | $ (1,200) | $ 2,371 | $ (94,883) | $ 2,371 |
Adjustments to reconcile net income/(loss) to net cash (used for) operating activities: | |||||
Stock-based compensation | 25 | 117 | |||
Impairment of long-lived assets | 26,550 | ||||
Changes in operating assets and liabilities: | |||||
Change in accounts payable | 55,541 | ||||
Change in accrued compensation - related party | (62,500) | ||||
Change in accrued expenses | 2,168 | ||||
Net Cash Provided by/(Used in) Operating Activities | 28,921 | (99,557) | |||
Cash Flows from Investing Activities | |||||
Purchase of property and equipment | (26,550) | ||||
Net Cash Used in Investing Activities | (26,550) | ||||
Cash Flows from Financing Activities | |||||
Advances from related parties | 8,559 | ||||
Proceeds from issuance of short-term convertible debt | 100,000 | ||||
Net Cash Provided by Financing Activities | 108,559 | ||||
Net Change In Cash | 2,371 | 9,002 | |||
Cash at Beginning of Period | 6,293 | ||||
Cash at End of Period | $ 15,295 | $ 2,371 | $ 2,371 | $ 15,295 | $ 2,371 |
Statement of Stockholders' Defi
Statement of Stockholders' Deficiency (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock [Member] | |||||
Balance | $ 438 | $ 40 | |||
Balance Pre-Split, shares | 438,621,667 | 40,000,000 | |||
Balance Post-Split, shares | 4,386,217 | 400,000 | |||
Balance, shares | |||||
Issuance of common stock for compensation, Pre-Split shares | 116,500,000 | 125,000 | |||
Issuance of common stock for compensation, Post-Split shares | 1,165,000 | 1,250 | |||
Issuance of common stock for compensation | $ 117 | ||||
Net income (loss) | |||||
Balance | $ 555 | $ 40 | $ 40 | $ 555 | $ 40 |
Balance Pre-Split, shares | 555,121,667 | 40,125,000 | 40,125,000 | 555,121,667 | 40,125,000 |
Balance Post-Split, shares | 5,551,217 | 401,250 | 401,250 | 5,551,217 | 401,250 |
Balance, shares | |||||
Additional Paid-in Capital [Member] | |||||
Balance | $ 40,000 | $ 4,761 | |||
Issuance of common stock for compensation | |||||
Net income (loss) | |||||
Balance | $ 40,000 | $ 4,761 | $ 4,761 | 40,000 | 4,761 |
Accumulated Deficit [Member] | |||||
Balance | (257,948) | (49,259) | |||
Issuance of common stock for compensation | |||||
Net income (loss) | (94,883) | 2,371 | |||
Balance | (352,831) | (46,888) | (46,888) | (352,831) | (46,888) |
Class A Preferred Stock [Member] | |||||
Balance | $ 26,317 | $ 1,000 | |||
Balance Pre-Split, shares | |||||
Balance Post-Split, shares | |||||
Balance, shares | 7,000,000 | 10,000,000 | |||
Issuance of common stock for compensation, Pre-Split shares | |||||
Issuance of common stock for compensation, Post-Split shares | |||||
Issuance of common stock for compensation | |||||
Net income (loss) | |||||
Balance | $ 26,317 | $ 1,000 | $ 1,000 | $ 26,317 | $ 1,000 |
Balance Pre-Split, shares | |||||
Balance Post-Split, shares | |||||
Balance, shares | 7,000,000 | 10,000,000 | 10,000,000 | 7,000,000 | 10,000,000 |
Class C Convertible Preferred Stock [Member] | |||||
Balance | $ 3,500 | ||||
Balance Pre-Split, shares | |||||
Balance Post-Split, shares | |||||
Balance, shares | 7,000,000 | ||||
Issuance of common stock for compensation, Pre-Split shares | |||||
Issuance of common stock for compensation, Post-Split shares | |||||
Issuance of common stock for compensation | |||||
Net income (loss) | |||||
Balance | $ 3,500 | $ 3,500 | |||
Balance Pre-Split, shares | |||||
Balance Post-Split, shares | |||||
Balance, shares | 7,000,000 | 7,000,000 | |||
Balance | $ (187,693) | $ (43,458) | |||
Issuance of common stock for compensation | 117 | ||||
Net income (loss) | $ (75,227) | $ (1,200) | $ 2,371 | (94,883) | 2,371 |
Balance | $ (282,459) | $ (41,087) | $ (41,087) | $ (282,459) | $ (41,087) |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1: ORGANIZATION AND NATURE OF OPERATIONS BLOCKCHAIN HOLDINGS CAPITAL VENTURES, INC. (the “Company”), formerly Southeastern Holdings, Inc. (formerly Safe Lane Systems, Inc.) was incorporated in the State of Colorado on September 10, 2013. Safe Lane Systems, Inc. redomiciled to become a Delaware holding corporation in September of 2016. On September 22, 2016, Safe Lane Systems, Inc. formed two wholly owned subsidiaries, SLS Industrial, Inc and Southeastern Holdings, Inc. (both Delaware corporations) and on September 30, 2016 completed a merger and reorganization in which Southeastern Holdings, Inc. (now Blockchain Holdings Capital Ventures, Inc.) became the holding company. On December 1, 2016, the Company spun off its wholly owned subsidiary, SLS Industrial, Inc., along with its assets and liabilities, leaving Southeastern Holdings, Inc. as the only surviving entity. On August 23, 2018, the Company entered into a Bill of Sale and Assignment and Assumption Agreement with Blockchain Holdings, LLC (“Blockchain”) pursuant to which the Company purchased all of the assets of Blockchain which are used in the business of sourcing of blockchain mining equipment from various suppliers for their customers and also providing management of the equipment hosted, mining pools and tech work on such equipment. The Company issued 300,000,000 (equivalent to 3,000,000 after the reverse split) shares of its common stock, par value $.0001 to the members of Blockchain in exchange for the assets of Blockchain. On August 30, 2018 the Company changed its name to Blockchain Holdings Capital Ventures, Inc. Business description Blockchain Holdings Capital Ventures, Inc. is a holding company with a foundation on building out a network of next generation, decentralized data centers in support of the rapid growth driven by advanced computing technologies, including blockchain. Centralized infrastructure facilities servicing multiple geographical areas encounter many issues such as data congestion and weak network connections. To address this, data processing is moving closer to the customer. BHCV offers low-cost, secure colocation and private data hosting to meet this demand for Edge and micro data centers. Technologies that are driving the movement range from cloud or information services, communications, networking, blockchain mining, disaster recovery solutions, AI, IoT, Big data, rendering, 5G, retail, healthcare, financial services, Smart Cities and self-driving cars. BHCV’s data centers will generate revenue immediately after being deployed with a blockchain mining solution. These will be strategically placed to support both Edge customers and blockchain mining simultaneously. The modular design and ability to add additional data centers as needed, preserves up front capital allowing for rapid deployment and scalability as business demand increases. After further evaluation of the market the Company has made the decision to lease properties for the data center deployment rather than purchase at this time. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of June 30, 2019 and December 31, 2018, the Company’s cash balances did not exceed federally insured limits. Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities inactive markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s revenue streams historically consisted of three components: 1. Equipment sales – The Company purchases and resells equipment, recognizing the equipment’s original costs and costs to deliver such to the customer as costs of goods sold. 2. Consulting and management fees – These fees consist of various services provided to companies entering the blockchain space and range from equipment setup to facility management to general consulting. 3. Coin mining commissions – On an ongoing basis, the Company collects a 5% commission on coins processed by its management clients. While the Company generated early revenue from the aforementioned sources, the Company has shifted its focus to finding, building, vetting and acquiring assets to support computing demands including the blockchain space and is not currently pursuing operations that historically have generated revenue. There can be no assurances that these efforts will generate future revenue. Stock-Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. In February and March 2019, the Company granted advisors and consultants 915,000 shares of common stock in connection with services provided. 875,000 of these shares vested immediately, and 40,000 vested in June 2019. In April and May 2019, the Company issued 250,000 fully-vested shares of common stock to advisors and consultants in connection for services provided. The Company recognized stock-based compensation expense of $25 and $117 during the three and six months ended June 30, 2019. Income Taxes The Company is subject to taxation in various jurisdictions and may be subject to examination by various authorities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3: GOING CONCERN As shown in the accompanying financial statements as of June 30, 2019, the Company had $15,295 of cash, as compared to total current liabilities of $297,754, has incurred substantial operating losses, and had an accumulated deficit of $352,831. Furthermore, the Company’s revenue history has been limited and unstable, and there can be no assurances of future revenues. Given these factors, the Company is dependent on financing from outside parties, and management intends to pursue outside capital through debt and equity vehicles. There is no assurance that these efforts will materialize or be successful or sufficient to fund operations and meet obligations as they come due. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, however, the above conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Stockholders' Deficiency
Stockholders' Deficiency | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Deficiency | NOTE 4: STOCKHOLDERS’ DEFICIENCY The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class A Preferred Super Majority Voting Stock (“Class A”). The Class A shares have the right to vote upon matters submitted to the holders of common stock, par value $0.0001 of the Company. Class A shares have a vote equal to the number of shares of common stock of the Company which would give the holders of the Class A shares a vote equal to sixty percent (60%) of the common stock. This vote shall be exercised pro-rata by the holders of the Class A. The Company shall have the right to redeem, in its sole and absolute discretion, at any time one (1) year after the date of issuance of such Class A shares, all or any portion of the shares of Class A at a price of one cent ($0.01) per share. On October 4, 2018, the Company issued a total of 7,000,000 Class A shares to its CEO and COO as stock-based compensation for services rendered. The Company has not currently authorized a Class B designation of Preferred Stock. The Company has designated ten million (10,000,000) shares of its preferred stock, par value $0.001 as Class C Convertible Preferred Non-Voting Stock (“Class C”). Each share of Class C shall be convertible into five (5) shares of common stock. The holders of Class C shall be entitled to receive the same dividend as the holders of the common stock and such dividend shall be paid pro rata per share on a fully converted basis. The holders of Class C shall have piggyback registration rights. The Company shall have the right to redeem, in its sole and absolute discretion, at any time after five (5) years, all or any portion of the shares of Class C at a price of five dollars ($5.00) per share. The Class C shares shall be considered to have a junior liquidation preference to Class A shares and a senior dividend preference to Class A shares. On October 4, 2018, the Company issued a total of 7,000,000 Class C shares to its CEO and COO as stock-based compensation for services rendered. Subsequently, in April 2019, the Company filed an amended and restated certificate of designation, which restricts the CEO and COO from converting the 7,000,000 shares into common stock for 36 months from the issuance date. As of June 30, 2019, the Company was authorized to issue 150,000,000 shares of common stock. All common stock shares have full dividend and voting rights. However, it is not anticipated that the Company will be declaring dividends in the foreseeable future. As of June 30, 2019, the Company had 5,551,217 common shares outstanding. As of June 30, 2019, 7,000,000 shares of Class A Preferred Stock and 7,000,000 shares of Class C Preferred Stock were issued and outstanding. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 5: RELATED PARTY TRANSACTIONS As of June 30, 2019 and December 31, 2018, accrued consulting fees due to the CEO and COO totaled $20,000 and $82,500, respectively. During the three months ended June 2019, the Company paid $37,500 and $25,000 to entities owned by the CEO and COO, respectively, as payment for $62,500 of the accrued consulting fees. The Company does not currently have consulting or employment agreements with these individuals, and as a result, these fees may fluctuate from time to time. While the Company believes these individuals were appropriately classified as contractors and has accordingly neither paid nor accrued payroll taxes, these payments may result in future tax liabilities should the Internal Revenue Service deem these individuals to be employees. During the six months ended June 30, 2019, the Company’s CEO advanced $7,244, and the COO advanced $1,315 to fund operations. These advances bear no interest, are unsecured, and are due on demand. During the period from February 5, 2018 (Inception) through June 30, 2018, The Company paid out an estimated $398 in cryptocurrency as commissions to its CEO and COO from the Company’s mining operations and included this in sales and marketing expense. These commissions are included in sales and marketing expense on the statement of operations. During the period from February 5, 2018 (Inception) through June 30, 2018, the Company’s revenues and costs of goods sold included the following related party transactions: Management and Consulting Fees Equipment Sales Mining Commissions Customer February 5, 2018 (Inception) through February 5, 2018 (Inception) through February 5, 2018 (Inception) through ChineseInvestors.com, Inc. (1) $ 18,954 $ 141,263 $ 398 Paul Dickman (2) - 2,391 - Delray Wannemacher (3) - 6,450 - Total related party revenue $ 18,954 $ 150,104 $ 398 Cost of goods sold - (136,071 ) - Gross margin $ 18,954 $ 14,033 $ 398 (1) Paul Dickman, the Company’s former CEO, is the CFO of ChineseInvestors.com, Inc. and is therefore deemed to exercise significant influence. (2) Paul Dickman is the Company’s former CEO. (3) Delray Wannemacher is the Company’s current CEO. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | NOTE 6: CONVERTIBLE NOTES In May 2019, the Company issued short-term convertible notes for total proceeds of $100,000. These notes mature one year from execution and accrue interest at a rate of 10% per annum. Conversion terms call for conversion of principal and accrued interest at 70% of the stock price upon closing any offering resulting in aggregate financing of at least $1,000,000. The Company evaluated the convertible notes in light of ASC 470 and determined that a beneficial conversion feature exists. However, given the lack of a market for the Company’s stock, the Company concluded that such a feature would be trivial in value and allocated the full principal amount to the convertible note liability. During the six months ended June 30, 2019, the Company recorded interest expense of $1,322, resulting in accrued interest of $1,322 as of June 30, 2019. |
Concentrations, Commitments and
Concentrations, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Concentrations, Commitments and Contingencies | NOTE 7: CONCENTRATIONS, COMMITMENTS AND CONTINGENCIES During the period from February 5, 2018 (Inception) through June 30, 2018, the Company identified a 57% concentration in overall revenue from one customer, which concentration it deemed significant. The Company identified no significant concentrations for the three months ended June 30, 2019. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted this accounting policy on January 1, 2019 and has determined that it currently does not impact the Company’s financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash Equivalents and Concentration of Cash Balance | Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of June 30, 2019 and December 31, 2018, the Company’s cash balances did not exceed federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities inactive markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the balance sheets approximate their fair value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, using the following five-step model, which requires that the Company: (1) identify a contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations and (5) recognize revenue as performance obligations are satisfied. The Company’s revenue streams historically consisted of three components: 1. Equipment sales – The Company purchases and resells equipment, recognizing the equipment’s original costs and costs to deliver such to the customer as costs of goods sold. 2. Consulting and management fees – These fees consist of various services provided to companies entering the blockchain space and range from equipment setup to facility management to general consulting. 3. Coin mining commissions – On an ongoing basis, the Company collects a 5% commission on coins processed by its management clients. While the Company generated early revenue from the aforementioned sources, the Company has shifted its focus to finding, building, vetting and acquiring assets to support computing demands including the blockchain space and is not currently pursuing operations that historically have generated revenue. There can be no assurances that these efforts will generate future revenue. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards using the Black-Scholes option pricing model. Stock compensation expense for stock options is recognized over the vesting period of the award or expensed immediately when stock or options are awarded for previous or current service without further recourse. In February and March 2019, the Company granted advisors and consultants 915,000 shares of common stock in connection with services provided. 875,000 of these shares vested immediately, and 40,000 vested in June 2019. In April and May 2019, the Company issued 250,000 fully-vested shares of common stock to advisors and consultants in connection for services provided. The Company recognized stock-based compensation expense of $25 and $117 during the three and six months ended June 30, 2019. |
Income Taxes | Income Taxes The Company is subject to taxation in various jurisdictions and may be subject to examination by various authorities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Revenues and Costs of Goods Sold Included in Related Party Transactions | During the period from February 5, 2018 (Inception) through June 30, 2018, the Company’s revenues and costs of goods sold included the following related party transactions: Management and Consulting Fees Equipment Sales Mining Commissions Customer February 5, 2018 (Inception) through February 5, 2018 (Inception) through February 5, 2018 (Inception) through ChineseInvestors.com, Inc. (1) $ 18,954 $ 141,263 $ 398 Paul Dickman (2) - 2,391 - Delray Wannemacher (3) - 6,450 - Total related party revenue $ 18,954 $ 150,104 $ 398 Cost of goods sold - (136,071 ) - Gross margin $ 18,954 $ 14,033 $ 398 (1) Paul Dickman, the Company’s former CEO, is the CFO of ChineseInvestors.com, Inc. and is therefore deemed to exercise significant influence. (2) Paul Dickman is the Company’s former CEO. (3) Delray Wannemacher is the Company’s current CEO. |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - $ / shares | Aug. 23, 2018 | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Blockchain Holdings, LLC [Member] | |||
Number of common stock issued | 300,000,000 | ||
Number of shares issued equivalent to reverse split | 3,000,000 | ||
Common stock, par value | $ 0.0001 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Feb. 28, 2019 | Mar. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | |
Stock-based compensation expense | $ 25 | $ 117 | |||||||
Advisors and Consultants [Member] | |||||||||
Number of common stock shares granted for services provided | $ 250,000 | $ 250,000 | $ 915,000 | $ 915,000 | |||||
Number of shares vested | 40,000 | 875,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 15,295 | $ 6,293 |
Total current liabilities | 297,754 | 193,986 |
Accumulated deficit | $ (352,831) | $ (257,948) |
Stockholders' Deficiency (Detai
Stockholders' Deficiency (Details Narrative) - $ / shares | Oct. 04, 2018 | Apr. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Common stock, shares outstanding | 5,551,217 | 4,386,217 | ||
Class A Super Majority Voting Preferred Stock [Member] | ||||
Preferred stock shares designated | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Voting percentage for common stock | Class A shares a vote equal to sixty percent (60%) of the common stock | |||
Right to redeemable, description | The Company shall have the right to redeem, in its sole and absolute discretion, at any time one (1) year after the date of issuance of such Class A shares, all or any portion of the shares of Class A at a price of one cent ($0.01) per share. | |||
Preferred stock issued | 7,000,000 | 7,000,000 | ||
Preferred stock outstanding | 7,000,000 | 7,000,000 | ||
Class A Super Majority Voting Preferred Stock [Member] | Chief Executive Officer and Chief Operating Officer [Member] | ||||
Stock issued during period stock-based compensation, shares | 7,000,000 | |||
Class C Convertible Preferred Non-Voting Stock [Member] | ||||
Preferred stock shares designated | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Right to redeemable, description | The Company shall have the right to redeem, in its sole and absolute discretion, at any time after five (5) years, all or any portion of the shares of Class C at a price of five dollars ($5.00) per share. | |||
Conversion of common stock, description | Each share of Class C shall be convertible into five (5) shares of common stock. | |||
Preferred stock, redemption price per share | $ 5 | |||
Preferred stock issued | 7,000,000 | 7,000,000 | ||
Preferred stock outstanding | 7,000,000 | 7,000,000 | ||
Class C Convertible Preferred Non-Voting Stock [Member] | Chief Executive Officer and Chief Operating Officer [Member] | ||||
Stock issued during period stock-based compensation, shares | 7,000,000 | |||
Number of shares restricted for conversion | 7,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | |
Payment for accrued consulting fees | $ 62,500 | ||||
Advance from related party | $ 8,559 | ||||
Company [Member] | |||||
Payment for accrued consulting fees | 37,500 | ||||
Chief Executive Officer and Chief Operating Officer [Member] | |||||
Accrued consulting fees during period | 20,000 | $ 20,000 | $ 82,500 | ||
Payment for accrued consulting fees | 25,000 | ||||
Cryptocurrency as commission on mining operations | $ 398 | ||||
Chief Executive Officer [Member] | |||||
Advance from related party | 7,244 | ||||
Chief Operating Officer [Member] | |||||
Advance from related party | $ 1,315 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Revenues and Costs of Goods Sold Included in Related Party Transactions (Details) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2019 | ||
Related Party Transaction [Line Items] | |||||
Cost of goods sold | $ (218,571) | $ (82,500) | |||
Gross margin | $ 68,955 | 35,570 | |||
Management and Consulting Fees [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | 18,954 | ||||
Cost of goods sold | |||||
Gross margin | 18,954 | ||||
Management and Consulting Fees [Member] | ChineseInvestors.com, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [1] | 18,954 | |||
Management and Consulting Fees [Member] | Paul Dickman [Member]] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [2] | ||||
Management and Consulting Fees [Member] | Delray Wannemacher [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [3] | ||||
Equipment Sales [Member] | ChineseInvestors.com, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [1] | 141,263 | |||
Equipment Sales [Member] | Paul Dickman [Member]] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [2] | 2,391 | |||
Equipment Sales [Member] | Delray Wannemacher [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [3] | 6,450 | |||
Equipment Sales [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | 150,104 | ||||
Cost of goods sold | (136,071) | ||||
Gross margin | 14,033 | ||||
Mining Commissions [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | 398 | ||||
Cost of goods sold | |||||
Gross margin | 398 | ||||
Mining Commissions [Member] | ChineseInvestors.com, Inc. [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [1] | 398 | |||
Mining Commissions [Member] | Paul Dickman [Member]] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [2] | ||||
Mining Commissions [Member] | Delray Wannemacher [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total related party revenue | [3] | ||||
[1] | Paul Dickman, the Company's former CEO, is the CFO of ChineseInvestors.com, Inc. and is therefore deemed to exercise significant influence. | ||||
[2] | Paul Dickman is the Company's former CEO. | ||||
[3] | Delray Wannemacher is the Company's current CEO. |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) | 1 Months Ended | 6 Months Ended |
May 31, 2019USD ($) | Jun. 30, 2019USD ($) | |
Interest expense, debt | $ 1,322 | |
Accrued interest, debt | $ 1,322 | |
Minimum [Member] | ||
Aggregate financing | $ 1,000,000 | |
Convertible Debt [Member] | ||
Proceeds from short-term convertible note | $ 100,000 | |
Debt instrument, interest rate | 10.00% | |
Debt instrument, term | 1 year | |
Debt instrument, convertible, threshold percentage of stock price | 0.70 |
Concentrations, Commitments a_2
Concentrations, Commitments and Contingencies (Details Narrative) | 2 Months Ended | 3 Months Ended |
Jun. 30, 2018 | Jun. 30, 2019 | |
Concentration risk, percentage | ||
One Customer [Member] | ||
Concentration risk, percentage | 57.00% |