Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Crypto Co | |
Entity Central Index Key | 1,688,126 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,581,602 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) | Sep. 30, 2017USD ($) |
CURRENT ASSETS | |
Cash and cash equivalents | $ 2,591,404 |
Accounts Receivable | 6,000 |
Investment in cryptocurrency, at fair value (cost $814,332) | 900,110 |
Prepaid expenses, related party | 60,000 |
Prepaid expenses | 25,349 |
Total Current Assets | 3,582,863 |
Equipment, net of accumulated depreciation | 31,909 |
Other assets | 109,750 |
TOTAL ASSETS | 3,724,522 |
CURRENT LIABILITIES | |
Accounts payable | 31,705 |
Accrued expenses | 116,510 |
Income tax payable | 800 |
Total Current Liabilities | 149,015 |
TOTAL LIABILITIES | 149,015 |
STOCKHOLDERS' EQUITY | |
Common stock, $0.001 par value; 50,000,000 shares authorized, 19,581,602 shares issued and outstanding | 19,581 |
Additional paid-in-capital | 6,264,654 |
Accumulated deficit | (2,708,728) |
TOTAL STOCKHOLDERS' EQUITY | 3,575,507 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 3,724,522 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) | Sep. 30, 2017USD ($)$ / sharesshares |
Statement of Financial Position [Abstract] | |
Investment fair value | $ | $ 814,332 |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares authorized | 50,000,000 |
Common Stock, shares issued | 19,581,602 |
Common Stock, shares outstanding | 19,581,602 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 7 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
REVENUE | ||
Net realized gain on investment in cryptocurrency | $ 481,692 | $ 564,332 |
Consulting revenue | 6,000 | 6,000 |
Total Revenue | 487,692 | 570,332 |
OPERATING EXPENSES | ||
General and administrative expenses | 1,688,941 | 3,361,507 |
Total Operating Expenses | 1,688,941 | 3,361,507 |
OPERATING LOSS | (1,201,249) | (2,791,175) |
NET CHANGE IN UNREALIZED (DEPRECIATION) APPRECIATION ON INVESTMENT IN CRYPTOCURRENCY | (303,805) | 85,266 |
INTEREST AND OTHER EXPENSES | 2,019 | 2,019 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (1,507,073) | (2,707,928) |
PROVISION FOR INCOME TAXES | 800 | |
NET LOSS | $ (1,507,073) | $ (2,708,728) |
Net loss per common share - basic and diluted | $ (0.08) | $ (0.18) |
Weighted average common shares outstanding - basic and diluted | 18,565,062 | 15,371,770 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 Months Ended |
Sep. 30, 2017USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (2,708,728) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
Net change in unrealized appreciation on investment in cryptocurrency | (85,266) |
Net realized gain on investment in cryptocurrency | (564,332) |
Depreciation | 1,918 |
Stock based compensation | 1,083,224 |
Purchases of investment in cryptocurrency | (25,512) |
Changes in operating assets and liabilities: | |
Accounts receivable | (6,000) |
Prepaid expenses | (85,349) |
Accounts payable and accrued liabilities | 149,015 |
Net cash used by operating activities | (2,241,030) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Purchases of other assets | (109,750) |
Purchases of equipment | (33,827) |
Net cash used by investing activities | (143,577) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from common stock issuance | 4,976,011 |
Net cash provided by financing activities | 4,976,011 |
NET CHANGE IN TOTAL CASH AND CASH EQUIVALENTS | 2,591,404 |
CASH AND CASH EQUIVALENTS, beginning of period | |
CASH AND CASH EQUIVALENTS, end of period | 2,591,404 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
Cash paid for income taxes | |
Cash paid for interest | 565 |
Noncash investment activities: | |
Shares of common stock issued in exchange for investments in cryptocurrency | $ 225,000 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | 1. The Company and Basis of Presentation The Crypto Company (the “Company”, “Crypto” or “Croe”) was incorporated in the State of Utah on December 2, 2013 under the name Croe, Inc. On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of Incorporation to Nevada, and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company. On June 7, 2017 (the “Transaction Date”), as a result of the Stock Sale, the Stock Dividend and the Share Exchange, each as hereinafter described, (i) Crypto Sub, Inc., a Nevada corporation formerly known as The Crypto Company (“Crypto Sub”), became a wholly owned subsidiary of Croe; (ii) all of the former shareholders of Crypto Sub became shareholders of Croe, on a pro-rata basis; and (iii) the operations of Croe solely consisted of the operations of Crypto Sub. The Transaction was treated as a reverse acquisition of Croe, and Crypto Sub is treated as the acquirer, for financial accounting and reporting purposes, while Croe is treated as the acquired entity. As of the effective date of the Transaction, the acquired entity had no liabilities or obligations. As a result of the Transaction, Crypto Sub and its parent company, The Crypto Company, shall collectively be referred to as (the “Company”, “we”, “our”, or “us”) herein. The Company is engaged in the business of advising regarding, investing in, trading and developing proprietary source code for the management of digital assets. Our core services include consulting and advice to companies regarding investment and trading in the digital asset market. We also invest in technologies and tokens in a manner that diversifies exposure to the growing class of digital assets. From time to time we may seek strategic acquisitions either by integrating third party teams and technology with our core business or by funding third party teams in which we may have interest. Technology We are developing proprietary technology, including trading management and auditing software, tools and processes, to assist both our own operations and traditional companies, from start-up businesses to well-established companies. We may consider using our technology to build additional units around our existing platform, or selling or licensing our technology to third party institutions for a fee. Consulting We offer various consulting services to a variety of clients, including advising traditional institutions and decentralized autonomous organizations who desire to operate or trade in cryptocurrencies and active dialogue with government regulators, lawmakers and industry groups to create responsible regulations that promote the growth of the cryptocurrency market while providing transparency to potential investors. Media and Ongoing Education We engage in public discourse on an ongoing basis and regularly host roundtable webinars to educate the public about the cryptocurrency market. Stock Sale On June 7, 2017, the Company entered into (i) a Share Purchase Agreement (the “Restricted Share Purchase Agreement”) with Crypto Sub, and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company; and (ii) a Share Purchase Agreement (the “Free Trading Share Purchase Agreement”, and together with the Restricted Share Purchase Agreement, the “Share Purchase Agreements”) with Crypto Sub, Uptick Capital, LLC (“Uptick Capital”) and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company. Pursuant to the Share Purchase Agreements, the shareholders of the Company sold an aggregate of 11,235,000 shares of common stock of the Company to Crypto Sub and 100,000 shares of common stock of the Company to Uptick Capital, representing an aggregate of 100% of the issued and outstanding common stock of the Company as of such date, for aggregate proceeds of $411,650, including escrow and other transaction related fees to the selling shareholders (the “Stock Sale”). A portion of the acquisition cost equal to $399,300 is expensed as a general and administrative expense in the accompanying consolidated statement of operations. 10,000,000 shares held by Deborah Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of the Company, representing approximately 88.22% of the outstanding common stock of the Company immediately prior to the Stock Sale, were sold at a price of $0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of the Company were sold at a price of $0.075 per share. In connection with the Stock Sale, effective as of June 7, 2017, (i) Deborah Thomas resigned as Chief Executive Officer, principal accounting officer and director of the Company and Elliott Polatoff resigned as Secretary and director of the Company; and (ii) Michael Poutre was appointed Chief Executive Officer and sole director of the Company, James Gilbert was appointed President of the Company and Ron Levy was appointed Chief Operating Officer of the Company. Stock Dividend On June 7, 2017, Crypto Sub issued to its shareholders a stock dividend (the “Stock Dividend”) of 10,918,007 shares of common stock of the Company acquired through the Stock Sale, distributed on a pro-rata basis, such that the shareholders of Crypto Sub received fifteen shares of common stock of the Company for each share of common stock of Crypto Sub held as of June 6, 2017. Immediately following the consummation of the Stock Sale and the distribution of the Stock Dividend, Crypto Sub held 316,993 shares, representing 4.26% of the issued and outstanding shares of common stock of the Company, and the shareholders of Crypto Sub, collectively, held 10,918,007 shares, representing 94.40% of the issued and outstanding shares of common stock of the Company. Of the 316,993 shares held by Crypto Sub, 129,238 shares were transferred to certain officers and consultants of Crypto Sub in exchange for their services related to the Transaction, and the remaining shares were retired in June 2017. Share Exchange On June 7, 2017, the Company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Michael Poutre, in his sole capacity as representative for the shareholders of Crypto Sub, pursuant to which each issued and outstanding share of common stock of Crypto Sub was exchanged for shares of common stock of the Company (the “Share Exchange”), resulting in the aggregate issuance of 7,026,614 shares of common stock of the Company, on a pro-rata basis, as provided on the Exchange Agreement, to the shareholders of Crypto Sub, in exchange for 727,867 shares of common stock of Crypto Sub. Immediately following the Stock Exchange, the Company had 18,361,614 shares of common stock issued and outstanding. The Stock Sale, the Stock Dividend and the Share Exchange are collectively referred to as the “Transaction”. Interim Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 8-K/A for the period from March 9, 2017 (“Inception”), through June 7, 2017, filed with the Securities and Exchange Commission on August 25, 2017. The results of operations for the three months, and for the period from inception, March 9, 2017, through September 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or any future interim period. Liquidity The Company had limited revenues during the three months ended September 30, 2017 and since Inception through September 30, 2017, which were primarily limited to realized gains on investments in cryptocurrency. The Company has raised an aggregate of $4,976,011 in cash from common stock issuances from Inception through September 30, 2017, and had $2,591,404 in cash as of September 30, 2017 and working capital of $3,433,848. However, the Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are not limited to, the uncertainties of availability of financing and achieving future profitability and the success of an unproven business plan in an emerging industry. Management anticipates that the Company will be dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Financial Statement Presentation The condensed consolidated financial statements include the accounts of Crypto and its wholly-owned subsidiary, Crypto Sub. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Accounting The Company prepares its financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. The Stock Sale, the Stock Dividend, and the Share Exchange, shall collectively be referred to as the “Transaction”. The Transaction was treated as a reverse acquisition of Croe, Inc., a public company for financial accounting and reporting purposes. Accordingly, only the historical operations of Crypto Sub, prior to the Transaction, are incorporated herein. The comparative financial statements for the period ended September 30, 2016 have been omitted as the Company had no operations during the period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability of investments, valuation allowances of deferred taxes and stock-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. Cash and cash equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Equipment Equipment is recorded at cost and depreciated using the straight line method over the estimated useful life. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income. Stock Based Compensation The Company accounts for its stock based compensation under Accounting Standards Codification 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, the compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity investments. Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. Net loss per common share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS on the face of the statements of operations. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options or warrants. Since the Company had a net loss as of September 30, 2017, the Company had no potentially dilutive common stock equivalents. As a result, the basic EPS and the diluted EPS are the same. Revenue Recognition The Company records the realized gain or loss on the investments on a trade date basis. The changes in unrealized appreciation or depreciation on the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects active and frequent buying and selling, and is generally used with the objective of generating profits on short-term differences in price. The Company recognizes consulting revenue when the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured. Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. The Income tax payable of $800 reflects the minimum franchise tax for the State of California. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Impairment of long lived assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value, less estimated selling expenses. As of September 30, 2017, the Company recognized no impairment losses on its long-lived assets. Marketing expense Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $21,968 and $35,468 in marketing expenses for the three months ended on September 30, 2017 and for the period from inception through September 30, 2017, respectively. |
Recently Issued and Not Yet Ado
Recently Issued and Not Yet Adopted Accounting Standards | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued and Not Yet Adopted Accounting Standards | 3. Recently Issued and Not Yet Adopted Accounting Standards In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Rounds and II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Essentially, an entity will not have to account for the effects of a modification if: (1) The fair value of the modified award is the same immediately before and after the modification; (2) the vesting conditions of the modified award are the same immediately before and after the modification; and (3) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The new standard becomes effective for us on January 1, 2018. We do not expect that ASU No. 2017-09 will have a material impact on our financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard becomes effective for us on January 1, 2019. Early adoption is permitted. The amendments in this update should be applied under a modified retrospective approach. We are evaluating the effect that ASU No. 2016-02 will have on our consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606): Revenue from Contracts with Customers , Revenue Recognition |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The investment in cryptocurrency is classified as a Level 2 asset. The following table summarizes the Company’s investments at fair value: Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 900,110 $ - |
Equipment
Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment | 5. Equipment Equipment as of September 30, 2017 consisted of the following: Computer equipment $ 31,244 Furniture equipment 2,583 33,827 Less accumulated depreciation (1,918 ) $ 31,909 |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
Other Assets | 6. Other Assets Pursuant to a Note Purchase Agreement dated as of March 27, 2017 by and between the Company and Rimrock Gold Corp, (“Rimrock”), the Company agreed to fund up to $300,000 to settle outstanding convertible debt of and accounts payable by and on behalf of Rimrock and to pay certain ongoing accounting expenses, for the ultimate acquisition of Rimrock, a public company located in Las Vegas, Nevada with limited operations. The Company expects to consummate the acquisition in 2018 and does not currently have plans for future operations of Rimrock. No definitive agreements have been entered into and no assurance can be given that we will successfully complete and close the proposed acquisition or business combination. For the period from Inception to September 30, 2017, the Company advanced $108,250 on behalf of Rimrock to settle the aforementioned liabilities. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock For the period from Inception through June 6, 2017, Crypto Sub issued 477,867 shares of common stock of Crypto Sub for aggregate proceeds of $2,661,036, net of financing costs, of capital, to fund its operations. On March 9, 2017, Crypto Sub issued (i) 125,000 shares of its common stock in exchange for consulting services, valued at $200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $100,000. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to accredited investors and Crypto Sub did not engage in any form of general solicitation or general advertising in making the offering. On June 7, 2017, Crypto Sub’s shareholders received an aggregate of (i) 10,918,007 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto Sub, and (ii) 7,026,614 shares of common stock of Croe in exchange for all of the outstanding shares of common stock of Crypto Sub (noted above) in connection with the Share Exchange. As part of the Transaction, Crypto Sub retained 316,993 shares of common stock of its parent company, Croe. On June 13, 2017, the Company issued to four accredited investors an aggregate of 47,500 shares of common stock of the Company at a purchase price of $2.00 per share for aggregate proceeds of $95,000. On June 14, 2017, Crypto Sub transferred an aggregate of 129,238 shares of common stock of its parent company Croe, held by Crypto Sub, to certain officers and consultants of Crypto Sub in exchange for their services in connection with the Transaction. Accordingly, the Company recorded an expense of $166,717 based on the fair value of the shares on the measurement date. As of September 30, 2017, Crypto Sub retained 187,755 shares of common stock of its parent company Croe, at a historical cost of $8,473, which has been eliminated in consolidation. On September 8, 2017, the Company issued to eleven accredited investors an aggregate of 437,488 shares of common stock of the Company at a price of $2.00 per share for aggregate proceeds of $874,975. On September 20, 2017, the Company issued to two accredited investors an aggregate of 62,500 shares of common stock of the Company at a price of $2.00 per share, payable in digital currency equal to aggregate proceeds of approximately $125,000. On September 25, 2017, the Company issued to nine accredited investors (i) an aggregate of 672,500 shares of common stock of the Company at a price of $2.00 per share, and (ii) three-year warrants to purchase an aggregate of 168,125 shares of common stock of the Company at an exercise price of $2.00 per share, for aggregate proceeds of $1,345,000. The shares issued on September 8, 2017, September 20, 2017 and September 25, 2017 were issued in transactions that were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to accredited investors and the Company did not engage in any form of general solicitation or general advertising in making the offering. Warrants for Common Stock As of September 30, 2017, outstanding warrants to purchase shares of common stock were as follows: Number of Shares Exercisable Expiration Exercise Outstanding Issuance Date for Date Price Under Warrants September 2017 Common Shares September 21, 2020 $ 2.00 125,000 September 2017 Common Shares September 25, 2020 $ 2.00 12,497 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 15,628 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 168,125 The warrants expire on the third anniversary of their respective issuance dates. The exercise price of the warrants is subject to adjustment from time to time, as provided therein, to prevent dilution of purchase rights granted thereunder. The warrants are considered indexed to the Company’s own stock and therefore no subsequent remeasurement is required. |
Summary of Stock Options
Summary of Stock Options | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Options | 8. Summary of Stock Options On July 21, 2017, the Company’s board of directors adopted the 2017 Equity Incentive Plan (the “Plan), which was approved by its stockholders on August 24, 2017. The Plan is administered by the board of directors (the “Administrator”). Under the Plan, the Company may grant equity awards to eligible participants which may take the form of stock options (both incentive stock options and non-qualified stock options) and restricted stock awards. Awards may be granted to officers, employees, nonemployee directors (as defined in the Plan) and other key persons (including consultants and prospective employees). The term of any stock option award may not exceed 10 years and may be subject to vesting conditions, as determined by the Administrator. Options granted generally vest over eighteen months. Incentive stock options may be granted only to employees of the Company or any subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of the Internal Revenue Code. 5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of September 30, 2017, there are outstanding stock option awards issued from the Plan covering a total of 887,512 shares of the Company’s common stock and there remain reserved for future awards 4,112,488 shares of the Company’s common stock. The weighted average exercise price of the outstanding stock options is $1.38 per share, and the remaining contractual term is 9.7 years. Activity under the Plan is as follows: From Inception Through September 30, 2017 Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Exercise Contractual Value Shares Price Term (years) (in thousands) Options outstanding, beginning of period - $ - - $ - Options granted 887,512 $ 1.38 9.7 Options exercised - $ - - - Options canceled - $ - - - Options outstanding, end of period 887,512 $ 1.38 9.7 $ 7,653 Vested and exercisable and expected to vest, end of period 887,512 $ 1.38 9.7 $ 7,653 Vested and exercisable, end of period 25,000 $ 2.00 9.7 $ 200 The aggregate intrinsic value reflects the difference between the exercise price of the underlying stock options and the Company’s closing share price as of September 30, 2017. As of September 30, 2017, the Company had not granted any restricted stock awards. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Operating lease On May 15, 2017, the Company entered into a lease agreement with Gregory Hannley or Soba Living, LLC for the rental of office space. The agreement, which had a term of three months is a month to month lease, provides for monthly rent of $6,000, and commenced on May 15, 2017. Effective June 7, 2017, the Company terminated the sublease agreement between Croe, Inc. and Acadia Properties for the sublease of office space in Draper, Utah. Legal From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. Indemnities and guarantees During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions On March 9, 2017, Crypto Sub issued 125,000 shares of common stock of Crypto Sub to an employee of Crypto Sub, in exchange for an initial investment made in the form of cryptocurrency, valued at $100,000, based on the fair value of the investment on the date of such investment. On June 7, 2017, the employee received (i) 1,875,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto Sub, and (ii) 1,125,000 shares of common stock of Croe in exchange for all of the employee’s shares of Crypto Sub in connection with the Share Exchange. On March 9, 2017, Crypto Sub issued 300,000 shares of common stock of Crypto Sub to James Gilbert, the President of the Company, in exchange for $200,000. On June 7, 2017, Mr. Gilbert received (i) 4,500,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto Sub, and (ii) 2,700,000 shares of common stock of Croe in exchange for all of his shares of Crypto Sub in connection with the Share Exchange. On March 9, 2017, Crypto Sub issued (i) 125,000 shares of common stock of Crypto Sub to Redwood Fund LP (“Redwood”) in exchange for $200,000; and (ii) 125,000 shares of common stock of Crypto Sub to Imperial Strategies, LLC (“Imperial Strategies”) in exchange for certain services rendered, valued at $200,000, as of the date of such issuance. Michael Poutre, the Chief Executive Officer of the Company, and Ron Levy, the Chief Operating Officer of the Company, are Chief Executive Officer and Chief Operating Officer, respectively, of Ladyface Capital, LLC, the General Partner of Redwood, and, as a result, had an indirect material interest in the shares owned by Redwood. Mr. Poutre is the sole member of MP2 Ventures, LLC, a member of Imperial Strategies, and, as of September 1, 2017, Mr. Poutre and Mr. Levy are Chief Executive Officer and Chief Operating Officer, respectively of Imperial Strategies and, as a result, have an indirect material interest in the shares owned by Imperial Strategies. On June 7, 2017, each of Redwood and Imperial Strategies received (i) 1,875,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto Sub, and (ii) 1,125,000 shares of common stock of Croe in exchange for all of their shares of Crypto Sub in connection with the Share Exchange. As of September 30, 2017, the Company pre-paid consulting fees of $60,000 reflected in prepaid expenses to MP2 Ventures, LLC, of which Michael Poutre, the Chief Executive Officer of the Company, is the sole member, for his services rendered as Chief Executive Officer. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events On October 3, 2017, the Company filed Articles of Conversion with the Utah Secretary of State and the Nevada Secretary of State to effectively change its state of Incorporation to Nevada, and filed Articles of Incorporation with the Nevada Secretary of State to change its name to The Crypto Company. The Articles of Incorporation authorize the issuance of 50,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock. On October 30, 2017, the Company’s Board of Directors approved the grant, to a consultant, of an option to purchase 25,000 shares of common stock at a price of $2.00 per share, subject to vesting, pursuant to the Company’s 2017 Equity Incentive Plan. On November 6, 2017, the Company’s Board of Directors approved the grant, to a consultant, of an option to purchase 25,000 shares of common stock at a price of $6.00 per share, subject to vesting, pursuant to the Company’s 2017 Equity Incentive Plan. There were no other events subsequent to September 30, 2017 through the date of this filing, other than those described in these financial statements and in the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission from time to time, that would require disclosure in these financial statements. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation The condensed consolidated financial statements include the accounts of Crypto and its wholly-owned subsidiary, Crypto Sub. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Basis of Accounting | Basis of Accounting The Company prepares its financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. The Stock Sale, the Stock Dividend, and the Share Exchange, shall collectively be referred to as the “Transaction”. The Transaction was treated as a reverse acquisition of Croe, Inc., a public company for financial accounting and reporting purposes. Accordingly, only the historical operations of Crypto Sub, prior to the Transaction, are incorporated herein. The comparative financial statements for the period ended September 30, 2016 have been omitted as the Company had no operations during the period. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability of investments, valuation allowances of deferred taxes and stock-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. |
Cash and Cash Equivalents | Cash and cash equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. |
Equipment | Equipment Equipment is recorded at cost and depreciated using the straight line method over the estimated useful life. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income. |
Stock Based Compensation | Stock Based Compensation The Company accounts for its stock based compensation under Accounting Standards Codification 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, the compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity investments. |
Fair Value Measurements | Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. |
Net Loss Per Common Share | Net loss per common share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS on the face of the statements of operations. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options or warrants. Since the Company had a net loss as of September 30, 2017, the Company had no potentially dilutive common stock equivalents. As a result, the basic EPS and the diluted EPS are the same. |
Revenue Recognition | Revenue Recognition The Company records the realized gain or loss on the investments on a trade date basis. The changes in unrealized appreciation or depreciation on the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects active and frequent buying and selling, and is generally used with the objective of generating profits on short-term differences in price. The Company recognizes consulting revenue when the service is rendered, the fee for arrangement is fixed or determinable, and collectability is reasonably assured. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. The Income tax payable of $800 reflects the minimum franchise tax for the State of California. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. |
Impairment of Long Lived Assets | Impairment of long lived assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value, less estimated selling expenses. As of September 30, 2017, the Company recognized no impairment losses on its long-lived assets. |
Marketing Expense | Marketing expense Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $21,968 and $35,468 in marketing expenses for the three months ended on September 30, 2017 and for the period from inception through September 30, 2017, respectively. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements of Investments | The investment in cryptocurrency is classified as a Level 2 asset. The following table summarizes the Company’s investments at fair value: Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 900,110 $ - |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment | Equipment as of September 30, 2017 consisted of the following: Computer equipment $ 31,244 Furniture equipment 2,583 33,827 Less accumulated depreciation (1,918 ) $ 31,909 |
Common Stock (Tables)
Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Warrants Outstanding | As of September 30, 2017, outstanding warrants to purchase shares of common stock were as follows: Number of Shares Exercisable Expiration Exercise Outstanding Issuance Date for Date Price Under Warrants September 2017 Common Shares September 21, 2020 $ 2.00 125,000 September 2017 Common Shares September 25, 2020 $ 2.00 12,497 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 15,628 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 3,125 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 September 2017 Common Shares September 25, 2020 $ 2.00 1,875 168,125 |
Summary of Stock Options (Table
Summary of Stock Options (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | Activity under the Plan is as follows: From Inception Through September 30, 2017 Weighted Weighted Average Aggregate Number Average Remaining Intrinsic of Exercise Contractual Value Shares Price Term (years) (in thousands) Options outstanding, beginning of period - $ - - $ - Options granted 887,512 $ 1.38 9.7 Options exercised - $ - - - Options canceled - $ - - - Options outstanding, end of period 887,512 $ 1.38 9.7 $ 7,653 Vested and exercisable and expected to vest, end of period 887,512 $ 1.38 9.7 $ 7,653 Vested and exercisable, end of period 25,000 $ 2.00 9.7 $ 200 |
The Company and Basis of Pres22
The Company and Basis of Presentation (Details Narrative) - USD ($) | Jun. 07, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Proceeds form shares issued | $ 4,976,011 | $ 4,976,011 | |
Acquisition cost of general and administrative | $ 399,300 | ||
Common stock shares, outstanding | 1,335,000 | 19,581,602 | 19,581,602 |
Common stock sale price | $ 0.075 | ||
Stock dividend issued number of common stock | 10,918,007 | ||
Common stock shares, issued | 19,581,602 | 19,581,602 | |
Cash balance | $ 2,591,404 | $ 2,591,404 | |
Working capital | $ 3,433,848 | $ 3,433,848 | |
Shareholders of Crypto [Member] | |||
Common stock shares, outstanding | 10,918,007 | ||
Common stock ownership percentage | 94.40% | ||
Deborah Thomas [Member] | |||
Common stock shares, outstanding | 10,000,000 | ||
Common stock ownership percentage | 88.22% | ||
Common stock sale price | $ 0.031 | ||
Officers and Consultants [Member] | |||
Common stock in exchange for consulting services, shares | 129,238 | ||
Stock Sale [Member] | |||
Aggregate percentage of issued and outstanding common stock | 100.00% | ||
Proceeds form shares issued | |||
Exchange Agreement [Member] | |||
Common stock shares, outstanding | 18,361,614 | 18,361,614 | |
Common stock shares, issued | 18,044,621 | 18,044,621 | |
Exchange Agreement [Member] | Shareholders of Crypto [Member] | |||
Number of shares exchanged in transaction | 727,867 | ||
Crypto [Member] | |||
Shares of common stock sold | 11,235,000 | ||
Common stock shares, outstanding | 316,993 | ||
Common stock ownership percentage | 4.26% | ||
Stock dividend issued number of common stock | 10,918,007 | ||
Number of shares exchanged in transaction | 316,993 | ||
Crypto [Member] | Exchange Agreement [Member] | |||
Number of shares exchanged in transaction | 7,026,614 | ||
Uptick Capital, LLC [Member] | |||
Shares of common stock sold | 100,000 | ||
Proceeds form shares issued | $ 411,650 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | |||
Income tax payable | $ 800 | ||
Marketing expenses | $ 21,968 | $ 35,468 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements of Investments (Details) | Sep. 30, 2017USD ($) |
Level 1 [Member] | |
Investment in cryptocurrency | |
Level 2 [Member] | |
Investment in cryptocurrency | 900,110 |
Level 3 [Member] | |
Investment in cryptocurrency |
Equipment - Schedule of Propert
Equipment - Schedule of Property and Equipment (Details) | Sep. 30, 2017USD ($) |
Property plant and equipment, gross | $ 33,827 |
Less accumulated depreciation | (1,918) |
Property plant and equipment, net | 31,909 |
Computer Equipment [Member] | |
Property plant and equipment, gross | 2,583 |
Furniture Equipment [Member] | |
Property plant and equipment, gross | $ 31,244 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Rimrock Gold Corp [Member] | ||
Maximum amount funded to settle outstanding liabilities | $ 108,250 | $ 300,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | Sep. 25, 2017 | Sep. 20, 2017 | Sep. 08, 2017 | Jun. 14, 2017 | Jun. 13, 2017 | Jun. 07, 2017 | Jun. 07, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Proceeds form shares issued | $ 4,976,011 | $ 4,976,011 | |||||||
Stock dividend issued number of common stock | 10,918,007 | ||||||||
Common stock sale price | $ 0.075 | $ 0.075 | |||||||
Common stock shares | 19,581,602 | 19,581,602 | |||||||
Four Accredited Investors [Member] | |||||||||
Shares of common stock sold | 47,500 | ||||||||
Proceeds form shares issued | $ 95,000 | ||||||||
Common stock sale price | $ 2 | ||||||||
Eleven Accredited Investors [Member] | |||||||||
Shares of common stock sold | 437,488 | ||||||||
Proceeds form shares issued | $ 874,975 | ||||||||
Common stock sale price | $ 2 | ||||||||
Two Accredited Investors [Member] | |||||||||
Shares of common stock sold | 672,500 | 62,500 | |||||||
Proceeds form shares issued | $ 1,345,000 | $ 125,000 | |||||||
Common stock sale price | $ 2 | $ 2 | |||||||
Number warrants to purchase common stock | 168,125 | ||||||||
Exercise price of warrants | $ 2 | ||||||||
Warrants term | 3 years | ||||||||
Exchange Agreement [Member] | |||||||||
Common stock shares | 18,044,621 | 18,044,621 | |||||||
Crypto Sub [Member] | |||||||||
Shares of common stock sold | 477,867 | ||||||||
Proceeds form shares issued | $ 2,661,036 | ||||||||
Common stock in exchange for consulting services, shares | 125,000 | ||||||||
Common stock in exchange for consulting services, value | $ 200,000 | ||||||||
Number of common stock issued for investment, shares | 125,000 | ||||||||
Number of common stock issued for investment, value | $ 100,000 | ||||||||
Number of shares exchanged in transaction | 316,993 | ||||||||
Common stock shares | 129,238 | 187,755 | 187,755 | ||||||
Fair value of the shares based compensation expense | $ 166,717 | ||||||||
Common stock value | $ 8,473 | $ 8,473 | |||||||
Crypto Sub [Member] | Exchange Agreement [Member] | |||||||||
Number of shares exchanged in transaction | 7,026,614 |
Common Stock - Schedule of Warr
Common Stock - Schedule of Warrants Outstanding (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Number of Shares Outstanding Under Warrants | 168,125 |
Warrant 1 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 21, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 125,000 |
Warrant 2 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 12,497 |
Warrant 3 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 3,125 |
Warrant 4 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 15,628 |
Warrant 5 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 1,875 |
Warrant 6 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 3,125 |
Warrant 7 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 3,125 |
Warrant 8 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 1,875 |
Warrant 9 [Member] | |
Issuance Date | 2017 September |
Exercisable for | Common Shares |
Expiration Date | Sep. 25, 2020 |
Exercise Price | $ / shares | $ 2 |
Number of Shares Outstanding Under Warrants | 1,875 |
Summary of Stock Options (Detai
Summary of Stock Options (Details Narrative) - $ / shares | Jul. 21, 2017 | Sep. 30, 2017 | Sep. 30, 2017 |
Number of outstanding stock option awards | 887,512 | 887,512 | |
Weighted average exercise price of outstanding stock options | $ 1.38 | $ 1.38 | |
Remaining contractual term | 9 years 8 months 12 days | 9 years 8 months 12 days | |
Number of restricted stock awards granted | |||
2017 Equity Incentive Plan [Member] | |||
Stock option award vesting period | 10 years | ||
Number of stock option remain reserved for future issuance | 5,000,000 | 4,112,488 | 4,112,488 |
Summary of Stock Options - Sche
Summary of Stock Options - Schedule of Stock Option Activity (Details) - USD ($) | 7 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of options outstanding beginning balance | ||
Number of options granted | 887,512 | 887,512 |
Number of options exercised | ||
Number of options canceled | ||
Number of options outstanding ending balance | 887,512 | 887,512 |
Number of Vested and exercisable and expected to vest, end of period | 887,512 | 887,512 |
Number of Vested and exercisable, end of period | 25,000 | 25,000 |
Weighted Average Exercise Price, Outstanding beginning balance | ||
Weighted Average Exercise Price, Granted | 1.38 | $ 1.38 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, canceled | ||
Weighted Average Exercise Price, Outstanding ending balance | 1.38 | 1.38 |
Weighted Average Exercise Price, Vested and exercisable and expected to vest, end of period | 1.38 | 1.38 |
Weighted Average Exercise Price, Vested and exercisable, end of period | $ 2 | $ 2 |
Weighted Average Remaining Contractual Term, beginning balance | 9 years 8 months 12 days | 9 years 8 months 12 days |
Weighted Average Remaining Contractual Term, ending balance | 9 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Vested and exercisable and expected to vest, end of period | 9 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Vested and exercisable, end of period | 9 years 8 months 12 days | |
Aggregate Intrinsic Value, beginning balance | ||
Aggregate Intrinsic Value, ending balance | 7,653 | $ 7,653 |
Aggregate Intrinsic Value, Vested and exercisable and expected to vest, end of period | 7,653 | 7,653 |
Aggregate Intrinsic Value, Vested and exercisable, end of period | $ 200 | $ 200 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Rent expense | $ 6,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jun. 07, 2017 | Mar. 08, 2017 | Sep. 30, 2017 |
Related Party Transaction [Line Items] | |||
Stock dividend issued number of common stock | 10,918,007 | ||
James Gilbert [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued for service | 300,000 | ||
Shares issued for service, value | $ 200,000 | ||
Stock dividend issued number of common stock | 4,500,000 | ||
Number of shares exchanged in transaction | 2,700,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Pre-paid consulting fees | $ 60,000 | ||
Redwood Fund LP [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued for service | 125,000 | ||
Shares issued for service, value | $ 200,000 | ||
Stock dividend issued number of common stock | 1,875,000 | ||
Number of shares exchanged in transaction | 1,125,000 | ||
Imperial Strategies, LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued for service | 125,000 | ||
Shares issued for service, value | $ 200,000 | ||
Stock dividend issued number of common stock | 1,875,000 | ||
Number of shares exchanged in transaction | 1,125,000 | ||
Employee [Member] | |||
Related Party Transaction [Line Items] | |||
Shares issued for service | 125,000 | ||
Shares issued for service, value | $ 100,000 | ||
Stock dividend issued number of common stock | 1,875,000 | ||
Number of shares exchanged in transaction | 1,125,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - $ / shares | Nov. 06, 2017 | Oct. 30, 2017 | Oct. 03, 2017 | Jun. 07, 2017 |
Options price per share | $ 0.075 | |||
Subsequent Event [Member] | Equity Incentive Plan [Member] | ||||
Shares reserved under the plan | 50,000,000 | |||
Number of option granted | 25,000 | 25,000 | ||
Options price per share | $ 6 | $ 2 |