Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 24, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Crypto Co | ||
Entity Central Index Key | 0001688126 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
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 | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Public Float | $ 15,948,590 | ||
Entity Common Stock, Shares Outstanding | 21,417,841 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 26,326 | $ 1,611 |
Accounts receivable, net | 3,900 | |
Total current assets | 30,226 | 1,611 |
TOTAL ASSETS | 30,226 | 1,611 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,933,281 | 1,576,214 |
Bank Overdraft | ||
Income taxes payable | ||
Notes Payable | 300,000 | 300,000 |
Total current liabilities | 2,233,281 | 1,876,214 |
Convertible debt | 125,000 | 75,000 |
Notes Payable - Other | 67,592 | |
TOTAL LIABILITIES | 2,425,873 | 1,951,214 |
STOCKHOLDERS' EQUITY | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 21,417,841 and 21,400,591 shares issued and outstanding, respectively | 21,418 | 21,401 |
Additional paid-in-capital | 30,665,823 | 28,294,167 |
Accumulated deficit | (33,082,888) | (30,265,171) |
TOTAL STOCKHOLDERS' EQUITY | (2,395,647) | (1,949,603) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 30,226 | $ 1,611 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 21,417,841 | 21,400,591 |
Common stock, shares outstanding | 21,417,841 | 21,400,591 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | ||
Total Revenue, net | $ 14,400 | $ 65,743 |
Operating expenses: | ||
Cost of services | 30,500 | |
General and administrative expenses | 749,930 | 1,750,668 |
Share-based compensation - employee | 175,018 | |
Share-based compensation - non-employee | 2,146,655 | |
Total Operating Expenses | (3,071,603) | 1,781,168 |
Operating loss | (3,057,203) | (1,715,425) |
Other income/(expense) | 307,522 | (88,873) |
Interest expense | (68,036) | (87,573) |
Loss before provision for income taxes | (2,817,717) | (1,891,871) |
Provision for income taxes | 1,600 | |
Loss from continuing operations | (2,817,717) | (1,893,471) |
Income (Loss) from discontinued operations attributable to the Crypto Company | 84,849 | |
Net loss attributable to the Crypto Company | (2,817,717) | (1,808,622) |
Net Income (loss) | $ (2,817,717) | $ (1,808,622) |
Continuing operations: | ||
Net loss attributable to the Crypto Company per common share - basic and diluted | $ (0.13) | $ (0.09) |
Income/(loss) attributable to the Crypto Company per common share - basic and diluted | 0 | |
Net loss attributable to the Crypto Company per common share - basic and diluted | $ (0.13) | $ (0.09) |
Weighted average common shares outstanding - basic and diluted | 21,401,204 | 21,219,382 |
Services [Member] | ||
Revenue: | ||
Total Revenue, net | $ 14,400 | $ 65,743 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 21,213 | $ 28,219,355 | $ (28,456,549) | $ (743,987) | $ 2,177,108 | $ 1,217,140 |
Beginning balance, shares at Dec. 31, 2018 | 21,212,860 | |||||
Sale of CoinTracking GmbH | 743,987 | (2,177,108) | (1,433,121) | |||
Warrants issued in connection with Convertible Notes | 75,000 | 75,000 | ||||
Stock compensation expense in connection with issuance of options | ||||||
To correct prior year share issuances | $ 188 | (188) | ||||
To correct prior year share issuances, shares | 187,731 | |||||
Net loss | (1,808,622) | (1,808,622) | ||||
Ending balance at Dec. 31, 2019 | $ 21,401 | 28,294,167 | (30,265,171) | (1,949,603) | ||
Ending balance, shares at Dec. 31, 2019 | 21,400,591 | |||||
Sale of CoinTracking GmbH | ||||||
Warrants issued in connection with Convertible Notes | 50,000 | 50,000 | ||||
Stock compensation expense in connection with issuance of options | 1,976,673 | 1,976,673 | ||||
Stock compensation expense in connection with issuance of common stock | $ 17 | 344,983 | 345,000 | |||
Stock compensation expense in connection with issuance of common stock, shares | 17,250 | |||||
Net loss | (2,817,717) | (2,817,717) | ||||
Ending balance at Dec. 31, 2020 | $ 21,418 | $ 30,665,823 | $ (33,082,888) | $ (2,395,647) | ||
Ending balance, shares at Dec. 31, 2020 | 21,417,841 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (2,817,717) | $ (1,808,622) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Net realized gain on investment in cryptocurrency | (72,634) | |
Impairment of investments in cryptocurrency | 1,951 | |
Impairment of intangible assets | 20,968 | |
Gain on sale on cryptocurrency | (208,964) | (14,166) |
Gain on sale of equipment | (971) | (2,856) |
Loss on fixed asset disposal | 64,731 | |
Depreciation and amortization | 22,557 | |
Share-based compensation | 2,321,673 | |
Financing costs associated with convertible debt | 50,000 | 75,000 |
Change in operating assets and liabilities: | ||
Accounts receivable | (3,900) | |
Prepaid expenses | 79,283 | |
Accounts payable and accrued expenses | 358,667 | 478,484 |
Income taxes payable | (1,600) | |
Net cash used in operating activities | (302,812) | (1,155,304) |
Cash flows from investing activities: | ||
Net cash from sale of CoinTracking GmbH | 1,000,000 | |
Proceeds from sales of equipment | 971 | 4,899 |
Proceeds from sales of cryptocurrency | 208,964 | |
Purchase of investments in cryptocurrency | 74,568 | |
Capitalized software development | ||
Net cash used in investing activities | 209,935 | 1,079,467 |
Cash flows from financing activities: | ||
Proceeds from loans payable | 67,592 | |
Proceeds from issuance of convertible notes | 50,000 | 75,000 |
Net cash provided by financing activities | 117,592 | 75,000 |
Net (decrease) increase in cash and cash equivalents | 24,715 | (837) |
Cash and cash equivalents at the beginning of the period | 1,611 | 2,448 |
Cash and cash equivalents at the end of the period | 26,326 | 1,611 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 30,950 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | NOTE 1 – THE COMPANY The Crypto Company was incorporated in the State of Nevada on March 9, 2017 (“Inception”). The Company is engaged in the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions. The Company currently generates revenues and incurs expenses solely through these consulting operations. Unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in this Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (this “Annual Report”) refer to The Crypto Company and, where appropriate, its wholly owned subsidiaries, Crypto Sub, Inc., a Nevada corporation (“Crypto Sub”); CoinTracking, LLC, a Nevada limited liability company (“CoinTracking”); and Malibu Blockchain, LLC, a Nevada limited liability company (“Malibu Blockchain”). During the year ended December 31, 2020, the Company generated revenues and incurred expenses primarily through the business of providing consulting services and education for distributed ledger technologies (“blockchain”), for the building of technological infrastructure and enterprise blockchain technology solutions, both of which have ceased operations as of the date of this Annual Report. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Consolidation Recent Developments Going Concern The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful or that the Company will be able to replace the revenues lost as a result of the sale of CoinTracking GmbH, for 2020 and beyond. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Use of estimates Cash and cash equivalents Investments in cryptocurrency Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations. Investments – non-cryptocurrency During the year ended December 31, 2020, we received tokens from investments that were previously written down to -0- value. These tokens were immediately liquidated, and the total proceeds received from them was $247,392. In May 2019, we received tokens (Cosmos) and immediately liquidated them for $70,634 in proceeds. Equipment Impairment of long-lived assets – Business combination – Goodwill and indefinite lived intangible assets The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. Foreign Currency Translation Income taxes – 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. As of December 31, 2019, we are subject to taxation in the U.S., as well as state and German taxes. The Company has not been audited by the U.S. Internal Revenue Service, nor has the Company been audited by any states or in Germany. On January 2, 2019, we sold our entire equity ownership stake in CoinTracking GmbH. Fair value measurements 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, which 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 expenses approximate fair value because of the short maturity of these instruments. Revenue recognition ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method for contracts as of the date of initial application. There is no cumulative impact to the Company’s retained earnings at January 1, 2018. See “Note 6 – Subscription Revenue Recognition” for additional information on the impact to the Company. Share-based compensation Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense. The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. Net loss per common share Marketing expense – Reclassifications – |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS NTD: AUDITORS TO UPDATE NOTE 3 In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements. The amendments in this ASU clarify certain aspects of the guidance related to reporting comprehensive income, debt modification and extinguishment, income taxes related to stock compensation, income taxes related to business combinations, derivatives and hedging, fair value measurements, brokers and dealers liabilities, and plan accounting. This new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The adoption of ASU No. 2018-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU remove, add, and modify certain disclosures. The ASU removes the following disclosure requirements from Topic 820: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; (3) the valuation process for Level 3 fair value measurements; and (4) certain other requirements for nonpublic entities. The ASU adds the following disclosure requirements: (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, disclosure of other quantitative information may be more appropriate if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The ASU modifies disclosure requirements in Topic 820 relating to timing of liquidation of an investee’s assets, the disclosure of the date when restrictions from redemption might lapse, the intention of the measurement uncertainty disclosure, and certain other requirements for nonpublic entities. This new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019. The adoption of ASU No. 2018-13 is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software). The amendments in this ASU require an entity (customer) in a hosting arrangement that is a service to (1) determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense; (2) expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement; (3) apply the existing impairment guidance to the capitalized implementation costs as if the costs were long-lived assets; (4) present the expense related to the capitalized implementation costs in the same line item in the statement of income as the fees associated with the hosting element (service) of the arrangement and classify payments for capitalized implementation costs in the statement of cash flows in the same manner as payments made for fees associated with the hosting arrangements; and (5) present the capitalized implementation costs in the statement of financial position in the same line item that a prepayment for the fees of the associated hosting arrangement would be presented. This new standard is effective for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2019. The adoption of ASU No. 2018-15 is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In June 2018, FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , The new standard is effective for annual reporting periods beginning after December 15, 2018 with early adoption permitted. The Company is evaluating the effect that ASU No. 2018-07 will have on its consolidated financial statements and related disclosures. In July 2017, the FASB issued No. ASU 2017-11 , 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 became effective for us on January 1, 2018. Adoption of the ASU No. 2017-11 did not have a significant impact on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (Topic 805). The new guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in ASC 606, Revenue from Contracts with Customers. The ASU is effective for annual reporting periods beginning after December 15, 2017, and for interim periods within those years. Adoption of ASU No. 2017-01 did not have a significant impact on our consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350) which removes “Step Two” of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The ASU is effective for annual reporting periods beginning after December 15, 2019, and for interim periods within those years, with early adoption permitted. The adoption of ASU No. 2017-04 is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 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 became effective for us on January 1, 2019. Early adoption is permitted. The amendments in this update should be applied under a modified retrospective approach. Adoption of ASU No. 2016-02 is not expected to have a significant impact on our consolidated financial statements and related disclosures. |
Investments, Non-cryptocurrency
Investments, Non-cryptocurrency | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Investments, Non-cryptocurrency | NOTE 4 – INVESTMENTS, NON-CRYPTOCURRENCY: The Company has invested $417,818 in non-tradeable token pre-sale and SAFT agreements, including $250,000 during the year ended December 31, 2018. In addition, the Company invested $250,000 during the year ended December 31, 2018 as part of a financing in accordance with a SAFE investment in a private enterprise. These investments are included as Level 3 investments as there was no active market as of December 31, 2018. The Company establishes processes and procedures to ensure that the valuation methodologies that are categorized within Level 3 are fair, consistent, and verifiable. Non-cryptocurrency investments are carried at cost which approximates fair value at December 31, 2018. The Company considers the length of its investments, of which a majority were made during the current year, as well as its comprehensive investment process which includes reviews of white papers, preparation of either short or long forms analysis that is reviewed by the Company’s internal investment committee, among other factors in determining fair value. At the time that the investments are tokenized and available on active market exchanges, the investments will be reclassified to investments in cryptocurrency. In April 2019, Cosmos tokens (ATOMs) were issued and listed and sold through an exchange. The Company promptly liquidated these on April 28, 2019. The following table sets forth a summary of changes in the fair value of the Company’s Level 3 investments for the year ended December 31, 2019: Level 3 Non- Balance at December 31, 2018 $ 2,005 Transfers to investments in cryptocurrency - Purchases, sales, issuances, and settlement, net - Impairment (2,005 ) Balance at December 31, 2019 $ - These investments are included in assets held for sale at December 31, 2018. |
Impairment of Goodwill and Inta
Impairment of Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Goodwill and Intangible Assets | NOTE 5 – IMPAIRMENT OF GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The Company’s goodwill balance is the result of the acquisition of CoinTracking GmbH in the current year (see Note 5 - Acquisition). Intangible assets include software development costs, related to the CoinTracking GMBH SaaS platform, customer base and trade name. As of December 31, 2019, the balance of goodwill and intangible assets were $-0- due to the divestiture of CoinTracking GmbH on January 2, 2019. |
Warrants for Common Stock
Warrants for Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Warrants For Common Stock | |
Warrants for Common Stock | NOTE 6 – WARRANTS FOR COMMON STOCK The warrants expire on the third anniversary of their 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 | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Options | NOTE 7 – SUMMARY OF STOCK OPTIONS On July 21, 2017, the Company’s board of directors adopted The Crypto Company 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, non-employee 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 to thirty-six 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. During the year ended December 31, 2020, the Company issued 500,000 stock options to members of its board of directors, 1,250,00 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2019. 5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2020, there are outstanding stock option awards issued from the Plan covering a total of 2,281,349 shares of the Company’s common stock and there remain reserved for future awards 2,718,651 shares of the Company’s common stock. Weighted Average Weighted Remaining Average Contractual Number Exercise Term of Shares Price (years) Options outstanding, at December 31, 2018 1,401,612 $ 5.83 Options granted - Options cancelled (1,055,263 ) Options exercised Options outstanding, at December 31, 2019 346,349 $ 5.83 8.4 Options granted 1,935,000 $ 1.10 Options cancelled - Options exercised - Options outstanding, at December 31, 2020 2,281,349 $ 2.26 5.25 The Company recognized $1,976,673 and $-0- of compensation expense related to stock options for the years ended December 31, 2020 and 2019, respectively During the years ended December 31, 2020 and December 31, 2019 the Company did not grant any restricted stock awards. The determination of the fair value of share-based compensation awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of complex and subjective assumptions, including stock price, volatility, expected life of the equity award, forfeitures rates if any, risk-free interest rates and expected dividends. Volatility is based on the historical volatility of comparable companies measured over the most recent period, generally commensurate with the expected life of the Company’s stock options, adjusted for future expectations given the Company’s limited historical share price data. The risk-free rate is based on implied yields in effect at the time of the grant on U.S. Treasury zero-coupon bonds with remaining terms equal to the expected term of the stock options. The expected dividend is based on the Company’s history and expectation of dividend payouts. Forfeitures are recognized when they occur. The range of assumptions used for the year ended December 31, 2020 was as follows: Year ended Ranges Volatility 36 – 115 % Expected dividends 0 % Expected term (in years) 5 – 10 years Risk-free rate 0.17 – 2.95 % Stock options issued to nonemployees are revalued at each vesting tranche and/or reporting date in accordance with ASC 505. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 8 – RELATED PARTY TRANSACTIONS There were no related party transaction in 2020. The Company has a loan receivable from an officer of CoinTracking GmbH as of December 31, 2018 totaling $170,684. The loan is due upon demand and it bears interest at 2%. During the year ended December 31, 2018 and the period from Inception to December 31, 2017 interest income accrued for this loan was $3,300 and $0, respectively, which is included in other income/(expense) on the accompanying consolidated statements of operations. During the year ended December 31, 2018, the company sold $939,155 in cryptocurrency held by CoinTracking GmbH to an officer of CoinTracking GmbH, in accordance with a shareholder resolution entered into on September 21, 2018. On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, pursuant to which CoinTracking GmbH may provide a loan (the “CoinTracking Loan”) of up to $3,000,000 to CoinTracking, to be advanced to CoinTracking in one or more tranches, at such times and in such amounts as may be requested by CoinTracking from time to time, on or before the tenth anniversary of the Loan Agreement. The Company is deemed obligor of CoinTracking’s obligations under the Loan Agreement for United States Federal income tax purposes. Interest on the CoinTracking Loan will accrue at a rate per annum of the greater of (i) three percent (3%), or (ii) the interest rates published monthly by the United States Internal Revenue Service and in effect under section 1274(d) of the Internal Revenue Code in effect as of the date of issuance of any promissory note under the CoinTracking Loan, and will be payable quarterly. During the year ended December 31, 2018, pursuant to the Loan Agreement, CoinTracking GmbH advanced $1,500,000 to CoinTracking in exchange for three promissory notes (the “CoinTracking Note”) in the amounts of $300,000, $700,000, and $500,000, respectively, which is still outstanding as of December 31, 2018. The CoinTracking Note will mature on the second anniversary thereof. CoinTracking and CoinTracking GmbH are consolidated entities, as such, the loan and advances are intercompany transactions and are eliminated in consolidation. Subsequent to December 31, 2018, the Company sold its equity ownership stake in CoinTracking GmbH, and $1,200,000 of the sale proceeds were applied toward repayment of the $1,500,000 outstanding loan amount under the CoinTracking Note. See “Note 17 - Subsequent Events” for additional details. Effective May 14, 2018, Michael Poutre, former Chief Executive Officer, and director of the Company resigned from all of his then-current roles with the Company. Mr. Poutre remained a consultant until November 2018. In connection with Mr. Poutre’s resignation, the Company entered into a Separation and Consulting Agreement and General Mutual Release (the “Separation and Consulting Agreement”), which was executed on May 9, 2018 and approved by the Board of Directors on May 14, 2018. The Separation and Consulting Agreement was not effective until May 17, 2018, following the end of the revocation period. The Separation and Consulting Agreement provides that the Company pays Mr. Poutre a lump-sum cash payment of (i) his earned but unpaid base salary, (ii) his accrued but unpaid vacation time, and (iii) any outstanding requests for expense reimbursements that are approved pursuant to Company policy. Mr. Poutre served as a consultant of the Company for six months at a rate of $30,000 per month, payable in two separate tranches. The Separation and Consulting Agreement contains other standard provisions contained in agreements of this nature including non-disparagement and a general release of any and all claims. During 2018, the Company paid Mr. Poutre $90,000 of the $180,000 due in connection with his Separation and Consulting Agreement. Subsequent to December 31, 2018, the Company reached a settlement with Mr. Poutre, reducing the final amount due to $40,000 (see Note 14 – Subsequent Events). |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Share | NOTE 9 – BASIC AND DILUTED LOSS PER SHARE The following is a reconciliation of the basic and diluted loss per share computations for the year ended December 31, 2020 and the period from Inception through December 31, 2019: Year ended Year ended Numerator for basic and diluted income per share: Net loss from continuing operations attributable to the Company (2,817,717 ) $ (1.808.622 ) Discontinued operations: Income/(loss) attributable to the Company - 84,849 Net loss per share attributable to the Company (2,817,717 ) $ (1,723,773 ) Denominator for basic and diluted income per share: Weighted average shares (basic) 21,401,204 21,219,382 Common stock equivalents - - Weighted average shares (diluted) 21,401,204 21,219,382 Basic and diluted income (loss) per share: Net loss from continuing operations attributable to the Company (0.13 ) $ (0.09 ) Net loss from discontinued operations attributable to the Company - (0.00 ) Net loss attributable to the Company (0.13 ) $ (0.09 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 - COMMITMENTS AND CONTINGENCIES On November 1, 2018, the Company relocated its corporate office and entered into a month-to-month office agreement with Regus Management Group, LLC. Facility rent expense was $1,524 for the year ended December 31, 2020. Legal Contingencies As previously disclosed, we received a subpoena on May 15, 2018, from the SEC’s Division of Enforcement in connection with a formal investigation it is conducting involving us as well as other unrelated public issuers who are holders of or provide services related to digital assets. The subpoena requested that we produce certain documents to the SEC’s Division of Enforcement by May 30, 2018. In a letter to us dated as of November 22, 2019, the SEC’s Division of Enforcement advised us that the investigation has concluded and that the SEC will not seek to impose any fines or file any enforcement action against us. Additionally, the Company may from time to time become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. 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. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 11 – PROVISION FOR Income taxes Income Tax – The components of the provision for income taxes are as follows: For the Year Ended For the Year Ended Current: Federal $ - $ - State - 1,600 Total current $ - $ 1,600 The following is a summary of the deferred tax assets: Year Ended December 31, 2020 2019 Net operating loss carryforwards $ 0 $ 3,011,000 Deferred tax asset 0 3,011,000 Valuation allowance (0 ) (3,011,000 ) Net deferred tax asset $ - $ - As of December 31, 2019, we had a net operating loss carryforward for federal income tax purposes of approximately $10,564,000 portions of which will begin to expire in 2037. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 - SUBSEQUENT EVENTS Acquisition of Blockchain Training Alliance, Inc. On March 24, 2021, the Company entered into a Stock Purchase Agreement (the “BTA SPA”) with Blockchain Training Alliance, Inc. (“BTA”) and its stockholders pursuant to which the Company will acquire all of the issued and outstanding stock of BTA (the “BTA Transaction”). The aggregate purchase price is $1,250,000, of which $600,000 will be delivered in cash at closing, $150,000 will be delivered through the issuance by the Company of a $150,000 promissory note that is payable on the twelve month anniversary of closing, and by the delivery of that number of shares of Company common stock valued at $500,000 divided by the lesser of 80% of the twenty day weighted average closing price for the Company’s common stock prior to closing or $10.00. The BTA SPA contains customary representations and warranties and covenants, including provisions for indemnification, subject to the limitations described in the BTA SPA. The closing of the BTA Acquisition is subject to various closing conditions, including that BTA must obtain a 409A Valuation that results in an enterprise value of BTA within 10% of $1,250,000 and that BTA must be debt-free at or before closing. The parties may terminate the SPA if any of the closing conditions have not been satisfied or the transaction has not closed on or before April 30, 2021. There is no financing condition to our obligation to consummate the transaction. Aedan Financial Corporation Asset Purchase Agreement On March 24, 2021, the Company entered into an Asset Purchase Agreement (the “Aedan APA”) with Aedan Financial Corporation (“Aedan”) and Eric Fitzgerald pursuant to which the Company will acquire substantially all of the assets of Aedan (the “Aedan Transaction”). Mr. Fitzgerald is the majority stockholder of Aedan. The aggregate purchase price for the assets is $10,000,000, which will be paid through the delivery of: $100,000 in cash; 20,000 shares of restricted Company common stock; and that number of shares of Company common stock equal to $9,900,000 divided by the higher of 80% of the twenty day weighted average closing price for the Company’s common stock prior to closing or $5.00, whichever is higher. The APA contains customary representations and warranties and covenants, including provisions for indemnification. The closing of the Aedan Acquisition is subject to various closing conditions, including that Aedan shall have re-launched its Aedan Safe application in the Android store and that certain defined milestones related to that application have been achieved. The APA may be terminated under certain circumstances, including by the Company if the closing conditions have not been achieved by April 30, 2021. There is no financing condition to our obligation to consummate the transaction. Subsequent to December 31, 2020 we raised $825,000 from five accredited investors through the private placement of 550,000 common shares at $1.50 per shares along with a matching number of five year warrant exercisable at $0.50 per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation |
Consolidation | Consolidation |
Recent Developments | Recent Developments |
Going Concern | Going Concern The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company’s expenses and achieve a level of revenue adequate to support the Company’s current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful or that the Company will be able to replace the revenues lost as a result of the sale of CoinTracking GmbH, for 2020 and beyond. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. |
Use of Estimates | Use of estimates |
Cash and Cash Equivalents | Cash and cash equivalents |
Investments in Cryptocurrency | Investments in cryptocurrency Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations. |
Investments - Non-Cryptocurrency | Investments – non-cryptocurrency During the year ended December 31, 2020, we received tokens from investments that were previously written down to -0- value. These tokens were immediately liquidated, and the total proceeds received from them was $247,392. In May 2019, we received tokens (Cosmos) and immediately liquidated them for $70,634 in proceeds. |
Equipment | Equipment |
Impairment of Long-lived Assets | Impairment of long-lived assets – |
Business Combination | Business combination – |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and indefinite lived intangible assets The Company assesses whether goodwill impairment and indefinite lived intangible assets exists using both qualitative and quantitative assessments. The qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If based on this qualitative assessment the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if the Company elects not to perform a qualitative assessment, a quantitative assessment is performed to determine whether a goodwill impairment exists at the reporting unit. |
Foreign Currency Translation | Foreign Currency Translation |
Income Taxes | Income taxes – 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. As of December 31, 2019, we are subject to taxation in the U.S., as well as state and German taxes. The Company has not been audited by the U.S. Internal Revenue Service, nor has the Company been audited by any states or in Germany. On January 2, 2019, we sold our entire equity ownership stake in CoinTracking GmbH. |
Fair Value Measurements | Fair value measurements 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, which 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 expenses approximate fair value because of the short maturity of these instruments. |
Revenue Recognition | Revenue recognition ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met: The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct), and the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). If a good or service is not distinct, the good or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. When determining the transaction price, an entity must consider the effects of all of the following: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method for contracts as of the date of initial application. There is no cumulative impact to the Company’s retained earnings at January 1, 2018. See “Note 6 – Subscription Revenue Recognition” for additional information on the impact to the Company. |
Share-Based Compensation | Share-based compensation Equity instruments (“instruments”) issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the instruments are vested. The compensation cost is remeasured at fair value at each reporting period when the award vests. As a result, stock option-based payments to non-employees can result in significant volatility in compensation expense. The Company accounts for its share-based compensation using the Black-Scholes model to estimate the fair value of stock option awards. Using this model, fair value is calculated based on assumptions with respect to the (i) expected volatility of the Company’s common stock price, (ii) expected life of the award, which for options is the period of time over which employees and non-employees are expected to hold their options prior to exercise, and (iii) risk-free interest rate. |
Net Loss Per Common Share | Net loss per common share |
Marketing Expense | Marketing expense – |
Reclassifications | Reclassifications – |
Investments, Non-cryptocurren_2
Investments, Non-cryptocurrency (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments [Abstract] | |
Summary of Changes in the Fair Value of Investments | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 investments for the year ended December 31, 2019: Level 3 Non- Balance at December 31, 2018 $ 2,005 Transfers to investments in cryptocurrency - Purchases, sales, issuances, and settlement, net - Impairment (2,005 ) Balance at December 31, 2019 $ - |
Summary of Stock Options (Table
Summary of Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options Activity | Weighted Average Weighted Remaining Average Contractual Number Exercise Term of Shares Price (years) Options outstanding, at December 31, 2018 1,401,612 $ 5.83 Options granted - Options cancelled (1,055,263 ) Options exercised Options outstanding, at December 31, 2019 346,349 $ 5.83 8.4 Options granted 1,935,000 $ 1.10 Options cancelled - Options exercised - Options outstanding, at December 31, 2020 2,281,349 $ 2.26 5.25 |
Schedule of Stock Option Assumptions Used | The range of assumptions used for the year ended December 31, 2020 was as follows: Year ended Ranges Volatility 36 – 115 % Expected dividends 0 % Expected term (in years) 5 – 10 years Risk-free rate 0.17 – 2.95 % |
Basic and Diluted Loss Per Sh_2
Basic and Diluted Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share Basic and Diluted | The following is a reconciliation of the basic and diluted loss per share computations for the year ended December 31, 2020 and the period from Inception through December 31, 2019: Year ended Year ended Numerator for basic and diluted income per share: Net loss from continuing operations attributable to the Company (2,817,717 ) $ (1.808.622 ) Discontinued operations: Income/(loss) attributable to the Company - 84,849 Net loss per share attributable to the Company (2,817,717 ) $ (1,723,773 ) Denominator for basic and diluted income per share: Weighted average shares (basic) 21,401,204 21,219,382 Common stock equivalents - - Weighted average shares (diluted) 21,401,204 21,219,382 Basic and diluted income (loss) per share: Net loss from continuing operations attributable to the Company (0.13 ) $ (0.09 ) Net loss from discontinued operations attributable to the Company - (0.00 ) Net loss attributable to the Company (0.13 ) $ (0.09 ) |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | Income Tax – The components of the provision for income taxes are as follows: For the Year Ended For the Year Ended Current: Federal $ - $ - State - 1,600 Total current $ - $ 1,600 |
Schedule of Deferred Tax Assets | The following is a summary of the deferred tax assets: Year Ended December 31, 2020 2019 Net operating loss carryforwards $ 0 $ 3,011,000 Deferred tax asset 0 3,011,000 Valuation allowance (0 ) (3,011,000 ) Net deferred tax asset $ - $ - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2019 | |
Cash balance | $ 26,326 | $ 1,611 | |||
Net loss | (2,817,717) | (1,808,622) | |||
Working capital | (2,395,647) | ||||
Investment in non-cryptocurrency | 0 | ||||
Received tokens (cosmos) and immediately liquidated | $ 70,634 | 247,392 | |||
Impairment of long-lived assets | $ (2,749,646) | ||||
Marketing expense | $ 0 | $ 49,324 | |||
CoinTracking GmbH [Member] | |||||
Common stock ownership percentage | 50.10% |
Investments, Non-cryptocurren_3
Investments, Non-cryptocurrency (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2018 |
Investment in non-cryptocurrency | $ 0 | |
SAFT Agreements [Member] | ||
Investment in non-cryptocurrency | $ 417,818 | |
Received tokens for investment cost | 250,000 | |
Investment in a private enterprise | $ 250,000 |
Investments, Non-cryptocurren_4
Investments, Non-cryptocurrency - Summary of Changes in the Fair Value of Investments (Details) - Level 3 [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Investment in non-cryptocurrency, beginning balance | $ 2,005 |
Transfers to investments in cryptocurrency | |
Purchases, sales, issuances, and settlement, net | |
Impairment | (2,005) |
Investment in non-cryptocurrency, ending balance |
Impairment of Goodwill and In_2
Impairment of Goodwill and Intangible Assets (Details Narrative) | Jan. 02, 2019USD ($) |
CoinTracking GmbH [Member] | |
Goodwill and intangible assets | $ 0 |
Summary of Stock Options (Detai
Summary of Stock Options (Details Narrative) - USD ($) | Jul. 21, 2017 | Dec. 31, 2020 | Dec. 31, 2019 |
Stock options granted | 1,935,000 | ||
Stock option exercised | |||
Restricted stock awards granted | |||
Board of Directors [Member] | |||
Stock options granted | 500,000 | ||
Employees [Member] | |||
Stock options granted | 125,000 | ||
Non-employees [Member] | |||
Stock options granted | 170,000 | ||
Stock Option [Member] | |||
Share based compensation | $ 1,976,673 | $ 0 | |
2017 Equity Incentive Plan [Member] | |||
Stock option award vesting, description | Options granted generally vest over eighteen to thirty-six months | ||
Number of stock option remain reserved for future issuance | 5,000,000 | 2,718,651 | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Stock option award vesting period | 10 years |
Summary of Stock Options - Sche
Summary of Stock Options - Schedule of Stock Options Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Number of Options Outstanding, Beginning Balance | 346,349 | 1,401,612 |
Number of Options granted | 1,935,000 | |
Number of Options canceled | (1,055,263) | |
Number of Options exercised | ||
Number of Options Outstanding, Ending Balance | 2,281,349 | 346,349 |
Weighted Average Exercise Price, Options Outstanding, Beginning Balance | $ 5.83 | $ 5.83 |
Weighted Average Exercise Price, Options granted | 1.10 | |
Weighted Average Exercise Price, Options canceled | ||
Weighted Average Exercise Price, Options exercised | ||
Weighted Average Exercise Price, Options Outstanding, Ending Balance | $ 2.26 | $ 5.83 |
Weighted Average Remaining Contractual Term (Years), Options Outstanding, Ending | 5 years 2 months 30 days | 8 years 4 months 24 days |
Summary of Stock Options - Sc_2
Summary of Stock Options - Schedule of Stock Option Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Expected dividends | 0.00% |
Minimum [Member] | |
Volatility | 36.00% |
Expected term (in years) | 5 years |
Risk-free rate | 0.17% |
Maximum [Member] | |
Volatility | 115.00% |
Expected term (in years) | 10 years |
Risk-free rate | 2.95% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | May 14, 2018 | Dec. 31, 2018 | Mar. 31, 2021 | Apr. 03, 2018 | Dec. 31, 2017 |
Michael Poutre [Member] | Separation and Consulting Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Payments to related party | $ 90,000 | ||||
Due to related parties | 180,000 | ||||
Settlement of final amount to related party | $ 40,000 | ||||
Michael Poutre [Member] | Separation and Consulting Agreement [Member] | Tranches One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consultant fee payable to CFO, per month | $ 30,000 | ||||
Michael Poutre [Member] | Separation and Consulting Agreement [Member] | Tranches Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consultant fee payable to CFO, per month | $ 30,000 | ||||
CoinTracking GmbH [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loans receivable | $ 170,684 | ||||
Loan interest rate | 2.00% | ||||
Accrued interest income | $ 3,300 | $ 0 | |||
CoinTracking GmbH [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Borrowings amount outstanding | 1,200,000 | ||||
Repayment of outstanding loan | $ 1,500,000 | ||||
CoinTracking GmbH [Member] | Loan Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Loan interest rate | 3.00% | ||||
Borrowings amount | $ 3,000,000 | ||||
Borrowings amount outstanding | 1,500,000 | ||||
CoinTracking GmbH [Member] | Loan Agreement [Member] | Promissory Note One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Borrowings amount outstanding | 300,000 | ||||
CoinTracking GmbH [Member] | Loan Agreement [Member] | Promissory Note Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Borrowings amount outstanding | 700,000 | ||||
CoinTracking GmbH [Member] | Loan Agreement [Member] | Promissory Note Three [Member] | |||||
Related Party Transaction [Line Items] | |||||
Borrowings amount outstanding | 500,000 | ||||
CoinTracking GmbH [Member] | Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Shareholder receivable | $ 939,155 |
Basic and Diluted Loss Per Sh_3
Basic and Diluted Loss Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted income per share: Net loss from continuing operations attributable to the Company | $ (2,817,717) | $ (1,808,622) |
Discontinued operations: Income/(loss) attributable to the Company | 84,849 | |
Net loss per share attributable to the Company | $ (2,817,717) | $ (1,723,773) |
Denominator for basic and diluted income per share: Weighted average shares (basic) | 21,401,204 | 21,219,382 |
Denominator for basic and diluted income per share: Common stock equivalents | ||
Denominator for basic and diluted income per share: Weighted average shares (diluted) | 21,401,204 | 21,219,382 |
Basic and diluted income (loss) per share: Net loss from continuing operations attributable to the Company | $ (0.13) | $ (0.09) |
Basic and diluted income (loss) per share: Net loss from discontinued operations attributable to the Company | 0 | |
Basic and diluted income (loss) per share: Net loss attributable to the Company | $ (0.13) | $ (0.09) |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Facility rent expense | $ 1,524 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryforward | $ 10,564,000 |
Operating loss carryforwards, expiration year | 2037 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | 1,600 | |
Total current | $ 1,600 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 0 | $ 3,011,000 |
Deferred tax asset | 0 | 3,011,000 |
Valuation allowance | 0 | (3,011,000) |
Net deferred tax asset |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 24, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Amount raised from accredited investors through convertible notes | $ 50,000 | $ 75,000 | ||
Subsequent Event [Member] | Four Accredited Investors [Member] | ||||
Raised private placement | $ 825,000 | |||
Stock issued during the period new issue | 550,000 | |||
Stock issued share price | $ 1.50 | |||
Warrants term | 5 years | |||
Warrants exercise price | $ 0.50 | |||
Subsequent Event [Member] | Unsecured Convertible Notes [Member] | Four Accredited Investors [Member] | ||||
Amount raised from accredited investors through convertible notes | ||||
Unsecured convertible notes term | 5 years | |||
Debt interest rate percentage | 5.00% | |||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Blockchain Training Alliance, Inc. [Member] | ||||
Aggregate purchase price | $ 1,250,000 | |||
Cash paid at closing | 600,000 | |||
Number of shares issued for acquisition, value | $ 500,000 | |||
Stock issuance description | Number of shares of Company common stock valued at $500,000 divided by the lesser of 80% of the twenty day weighted average closing price for the Company’s common stock prior to closing or $10.00. | |||
Business acquisition description | The BTA SPA contains customary representations and warranties and covenants, including provisions for indemnification, subject to the limitations described in the BTA SPA. The closing of the BTA Acquisition is subject to various closing conditions, including that BTA must obtain a 409A Valuation that results in an enterprise value of BTA within 10% of $1,250,000 and that BTA must be debt-free at or before closing. The parties may terminate the SPA if any of the closing conditions have not been satisfied or the transaction has not closed on or before April 30, 2021. | |||
Subsequent Event [Member] | Stock Purchase Agreement [Member] | Blockchain Training Alliance, Inc. [Member] | Promissory Note [Member] | ||||
Promissory note issuance for acquisition | $ 150,000 | |||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Aedan Financial Corporation [Member] | ||||
Aggregate purchase price | 10,000,000 | |||
Cash paid at closing | 100,000 | |||
Promissory note issuance for acquisition | $ 9,900,000 | |||
Stock issuance description | 20,000 shares of restricted Company common stock; and that number of shares of Company common stock equal to $9,900,000 divided by the higher of 80% of the twenty day weighted average closing price for the Company’s common stock prior to closing or $5.00, whichever is higher. | |||
Number of shares issued for acquisition | 20,000 |