Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55726 | ||
Entity Registrant Name | THE CRYPTO COMPANY | ||
Entity Central Index Key | 0001688126 | ||
Entity Tax Identification Number | 46-4212105 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 23823 | ||
Entity Address, City or Town | Malibu | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90265 | ||
City Area Code | (424) | ||
Local Phone Number | 228-9955 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,597,217 | ||
Entity Common Stock, Shares Outstanding | 22,462,898 | ||
Documents Incorporated by Reference | None | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 75,699 | $ 26,326 |
Accounts receivable, net | 3,900 | |
Prepaid expenses | 86,179 | |
Total current assets | 161,878 | 30,226 |
Goodwill | 740,469 | |
Intangible assets, net | 617,501 | |
TOTAL ASSETS | 1,519,848 | 30,226 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 1,933,800 | 1,933,281 |
Notes Payable | 444,500 | 300,000 |
Total current liabilities | 2,378,300 | 2,233,281 |
Convertible debt | 125,000 | 125,000 |
Notes Payable - Other | 32,365 | 67,592 |
TOTAL LIABILITIES | 2,535,665 | 2,425,873 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 22,205,248 and 21,417,841 shares issued and outstanding, respectively | 22,205 | 21,418 |
Additional paid-in-capital | 32,830,496 | 30,665,823 |
Accumulated deficit | (33,868,518) | (33,082,888) |
TOTAL STOCKHOLDERS’ (DEFICIT) | (1,015,817) | (2,395,647) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,519,848 | $ 30,226 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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 | 22,205,248 | 21,417,841 |
Common stock, shares outstanding | 22,205,248 | 21,417,841 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Services | $ 434,552 | $ 14,400 |
Cost of services | 273,796 | |
Gross margin | 160,756 | 14,400 |
Operating expenses: | ||
General and administrative expenses | 1,471,226 | 749,930 |
Amortization of intangible assets | 32,499 | |
Share-based compensation - employee | 114,020 | 175,018 |
Share-based compensation - non-employee | 622,124 | 2,146,655 |
Total Operating Expenses | 2,239,869 | 3,071,603 |
Operating loss | (2,079,113) | (3,057,203) |
Other income(expense) | ||
Other income | 145,188 | 60,130 |
Other income -recovery of token investment | 1,164,662 | 247,392 |
Interest expense | (16,367) | (68,036) |
Loss before provision for income taxes | (785,630) | (2,817,717) |
Provision for income taxes | ||
Net income(loss) | $ (785,630) | $ (2,817,717) |
Net income (loss) per share, basic and diluted | $ (0.04) | $ (0.13) |
Weighted average common shares outstanding – basic and diluted | 22,062,375 | 21,401,204 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 21,401 | $ 28,294,167 | $ (30,265,171) | $ (1,949,602) |
Beginning balance, shares at Dec. 31, 2019 | 21,400,591 | |||
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, value 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 | |||
Stock issued in connection with Warrant Exercise | $ 42 | 20,887 | 20,929 | |
Stock issued in connection with Warrant Exercise, shares | 41,858 | |||
Stock issued for cash at $2.00 per share, with warrants | $ 413 | 824,588 | 825,000 | |
Stock issued for cash at $2.00 per share, shares | 412,500 | |||
Stock compensation expense in connection with issuance of common stock | $ 232 | 714,983 | 715,215 | |
Stock compensation expense in connection with issuance of common stock, shares | 231,610 | |||
Stock issued for acquisition of BTA | $ 201 | 604,116 | 604,317 | |
Stock issued for acquisition of BTA, shares | 201,439 | |||
Cancellation of shares | $ (100) | 100 | ||
Cancellation of value, shares | (100,000) | |||
Net loss | (785,630) | (785,630) | ||
Ending balance, value at Dec. 31, 2021 | $ 22,205 | $ 32,830,497 | $ (33,868,518) | $ (1,015,817) |
Ending balance, shares at Dec. 31, 2021 | 22,205,248 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) | Dec. 31, 2021$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Shares Issued, Price Per Share | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (785,630) | $ (2,817,717) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization | 32,499 | |
Share-based compensation | 736,144 | 2,321,673 |
Gain on the sale of cryptocurrency | (208,964) | |
Gain on the sale of equipment | (971) | |
Financing costs associated with convertible debt | 50,000 | |
Gain on the forgiveness of debts | (53,493) | |
Change in operating assets and liabilities: | ||
Accounts receivable | 3,900 | (3,900) |
Prepaid expenses | (86,179) | |
Accounts payable and accrued expenses | 518 | 358,667 |
Income taxes payable | (1,600) | |
Net cash (used in) operating activities | (152,241) | (302,812) |
Purchase of BTA subsidiary, net | (786,151) | |
Proceeds from sales of equipment | 971 | |
Proceeds from sales of cryptocurrency | 208,964 | |
Net cash (used in) provided by investing activities | (786,151) | 209,935 |
Cash flows from financing activities: | ||
Proceeds from loans payable | 18,265 | 67,592 |
Proceeds from issuance of convertible notes | 50,000 | |
Proceeds from issuance of notes payable | 144,500 | |
Proceeds from common stock issuance | 825,000 | |
Net cash provided by financing activities | 987,765 | 117,592 |
Net increase in cash and cash equivalents | 49,373 | 24,715 |
Cash and cash equivalents at the beginning of the period | 26,326 | 1,611 |
Cash and cash equivalents at the end of the period | 75,699 | 26,326 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Common stock issued for BTA acquisition | $ 604,317 |
THE COMPANY
THE COMPANY | 12 Months Ended |
Dec. 31, 2021 | |
Company | |
THE COMPANY | NOTE 1 – THE COMPANY The Crypto Company was incorporated in the State of Nevada on March 9, 2017. 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 these consolidated financial statements subsidiary Blockchain Training Alliance, Inc. (“BTA”) and an inactive subsidiary Coin Tracking, LLC (“CoinTracking”). The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with Blockchain Training Alliance (“BTA”) and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly-owned subsidiary of the Company. As a result of this acquisition, the operations of BTA became consolidated with Company operations on April 8, 2021. BTA is a blockchain training company and service provider that provides training and educational courses focused on blockchain technology and education as to the general understanding of blockchain to corporate and individual clients. During the years and 2020, |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation – The company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blockchain Training Alliance and LLC which is inactive. Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management 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. The Company bases its estimates on historical experience and on various other assumptions that it believes 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, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share-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 the Company’s operating results. Cash and cash equivalents – The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. Investments in cryptocurrency – Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations. As of the December 31, 2021 and 2020 there were $- 0 during the Company cryptocurrency 0 - value. These tokens were immediately liquidated, and the total proceeds received from them was $ 1,164,662 and classified as “Other Income from the Recovery of Tokens” in the Company’s Statement of Operations. Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from three to five years Impairment of long-lived assets – The Company analyzes its long-lived assets, including intangible assets with finite useful lives (subject to amortization) acquired in connection with the acquisition of CoinTracking GmbH, for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present, and for intangible assets acquired in connection with acquisitions, 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. For the year ended December 31, 2018, the Company recognized an impairment loss of $ 2,749,646 on its definite lived intangible assets related to CoinTracking GmbH, classified as Held for Sale. On January 2, 2019, the Company sold its entire equity ownership stake in CoinTracking GmbH. Business combination – The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition. Goodwill and intangible assets – The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency). 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. As of December 31, 2021 the Company determined that no 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. 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, 2021, we had a net operating loss carryforward for federal income tax purposes of approximately $ 10,613,000 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. 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, 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 – The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● 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 Share-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options. 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 – The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. 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. For the year ended December 31, 2021 and the year ended December 31, 2020, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same . Marketing expense – Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $ 33,965 of marketing expenses for the year ended December 31, 2021, compared to $- 0 - for year ended December 31, 2020. Reclassifications – Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Company’s financial position, results of operations or cashflows. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations except as noted below: In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment On November 15, 2019, the FASB issued ASU 2019-10, which (1) provides a framework to stagger effective dates for future major accounting standards and (2) amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. Specifically, ASU 2019-10 amends the effective date for ASU 2017-04 to fiscal years beginning after December 15, 2022, and interim periods therein. Early adoption continues to be permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements for both annual and interim reporting periods. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40) |
ACQUISTION
ACQUISTION | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUISTION | NOTE 4 – ACQUISTION BTA and its stockholders. On April 8, 2021, the Company completed the acquisition of all of the issued and outstanding stock of BTA and BTA became a wholly owned subsidiary of the Company. At the closing the Company delivered to the sellers a total of $ 600,000 in cash, promissory notes in the total principal amount of $ 150,000 bearing 1 % interest per annum, and an aggregate of 201,439 shares of Company common stock valued at $ 604,317 in accordance with the terms of the SPA. Additionally, the Company acquired $ 4,860 in cash at BTA. As a result of the foregoing the Company initially recorded goodwill of $ 1,349,457 . The Company conducted a valuation study on the acquisition of BTA. The final valuation report determined the amount goodwill to be $ 740,469 and the remaining $ 650,000 of the goodwill relates to amortizable intangibles amortized over a fifteen-year period, or approximately $ 54,166 per year. During the twelve months ended December 31, 2021 the Company recorded $ 32,499 in amortization expense. As of December 31, 2021 the balance of goodwill and intangibles was $ 740,469 617,501 0 0 |
SUMMARY OF STOCK OPTIONS
SUMMARY OF STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS | NOTE 5 – 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, 500,000 stock options to members of its board of directors, 1,250,000 stock options to employees, and 170,000 stock options to non-employees. No stock options were issued in 2021. 5,000,000 shares of the Company’s common stock are reserved for issuance under the Plan. As of December 31, 2021, 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. SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Average Weighted Remaining Average Contractual Number Exercise Term of Shares Price (years) Options outstanding, at December 31, 2019 346,349 $ 5.83 Options granted 1,935,000 1.10 Options cancelled Options exercised Options outstanding, at December 31, 2020 2,281,349 $ 2.26 5.25 Options granted - $ Options cancelled - Options exercised - Options vested and 2,281,349 $ 2.26 4.25 The Company recognized $- 0 - and $ 1,976,673 of compensation expense related to stock options for the years ended December 31, 2021 and 2020, respectively. 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 pay-outs. The range of assumptions used for the year ended December 31, 2020 Schedule Of Stock Option Assumptions SCHEDULE OF STOCK OPTION ASSUMPTIONS USED Year ended 2020 Ranges Volatility 36 – 115 % Expected dividends 0 % Expected term (in years) 5 – 10 years Risk-free rate 0.17 – 2.95 % The Company recognized $ 715,215 0 715,215 231,610 3.08 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS There were no related party transaction in 2021 or 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 - 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 $ 1,574 for the year ended December 31, 2021. Legal Contingencies 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 8 - SUBSEQUENT EVENTS AJB Capital Investments Loan #1 Effective January 13, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $ 675,000 (giving effect to a 10 % original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer. After payment of the fees and costs, the net proceeds to the Company were $ 655,250 , which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is July 12, 2022, but it may be extended for six months upon the consent of AJB and the Company. The AJB Note bears interest at 10 % per year, and principal and accrued interest is due on the maturity date. The Company may prepay the AJB Note at any time without penalty. Under the terms of the AJB Note, the Company may not sell a significant portion of its assets without the approval of AJB, may not issue additional debt that is not subordinate to AJB, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTC Market or other exchange, among other restrictions and requirements. The Company’s failure to make required payments under the AJB Note or to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company provided various representations, warranties, and covenants to AJB in the AJB SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Also pursuant to the AJB SPA, the Company paid AJB a commitment fee of 125,000 unregistered shares of the Company’s common stock (the “commitment fee shares”). If, after the sixth month anniversary of closing and before the thirty-sixth month anniversary of closing, AJB has been unable to sell the commitment fee shares for $ 375,000 , then the Company may be required to issue additional shares or pay cash in the amount of the shortfall. However, if the Company pays the AJB Note off before July 12, 2022, then the Company may redeem 62,500 of the commitment fee shares for one dollar. Pursuant to the AJB SPA, the Company also issued to AJB a common stock purchase warrant (the “warrant”) to purchase 500,000 shares of the Company’s common stock for $ 5.25 per share. The warrant expires on January 12, 2025 . The warrant also includes various covenants of the Company for the benefit of the warrant holder and includes a beneficial ownership limitation on the holder that, in certain circumstances, may serve to restrict the holder’s right to exercise the warrant. The Company also entered into a Security Agreement with AJB pursuant to which the Company granted to AJB a security interest in substantially all of the Company’s assets to secure the Company’ obligations under the AJB SPA, AJB Note and warrant. Sixth Street Lending Loan Effective January 18, 2022, the Company borrowed funds pursuant to a Securities Purchase Agreement (the “Sixth Street SPA”) entered into with Sixth Street Lending, LLC (“Sixth Street”) and issued a Promissory Note in the principal amount of $ 116,200 (the “Sixth Street Note”) to Sixth Street in a private transaction to for a purchase price of $ 103,750 (giving effect to an original issue discount). The Company agreed to various covenants in the Sixth Street SPA. After payment of the fees, the net proceeds to the Company were $ 100,000 , which will be used for working capital and other general corporate purposes. The Sixth Street Note has a maturity date of January 13, 2023 and the Company has agreed to pay interest on the unpaid principal balance of the Sixth Street Note at the rate of twelve percent ( 12.0 %) per annum from the date on which the Sixth Street Note was issued until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise. Payments are due monthly, beginning in the end of February 2022. The Company has the right to prepay the Sixth Street Note in accordance with the terms set forth in the Sixth Street Note. Following an event of default, and subject to certain limitations, the outstanding amount of the Sixth Street Note may be converted into shares of Company common stock. Amounts due under the Sixth Street Note would be converted into shares of the Company’s common stock at a conversion price equal to 75 % of the lowest trading price with a 10-day lookback immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default the Sixth Street Note will become immediately due and payable and the Company shall pay to Sixth Street, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Sixth Street Note. In no event may Sixth Street effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by Sixth Street and its affiliates would exceed 4.99 % of the outstanding shares of Company common stock. February 2022 Miner Acquisitions Effective February 23, 2022, the Company entered into two separate Purchase Agreement and Bill of Sales to purchase a total of 215 95 337,500 120 696,000 10 168,750 May 15, 2022 348,000 October 15, 2022 AJB February 2022 Loan Transaction #2 On February 24, 2022, the Company borrowed additional funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 300,000 275,000 257,000 The maturity date of the Feb. Note is August 24, 2022 10 Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. The Company provided various representations, warranties, and covenants to AJB in the Feb SPA. The Company’s breach of any representation or warranty, or failure to comply with the covenants would constitute an event of default. Also pursuant to the Feb. SPA, the Company paid AJB a commitment fee of 60,000 150,000 24,000 200,000 5.25 February 24, 2025 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation – The company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. |
Consolidation | Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Blockchain Training Alliance and LLC which is inactive. |
Use of estimates | Use of estimates – The preparation of these consolidated financial statements in conformity with US GAAP requires management 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. The Company bases its estimates on historical experience and on various other assumptions that it believes 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, allocation of revenue on software subscriptions, valuation of goodwill from business acquisitions, valuation and recoverability of investments, valuation allowances of deferred taxes, and share-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 the Company’s operating results. |
Cash and cash equivalents | Cash and cash equivalents – The Company defines its cash and cash equivalents to include only cash on hand and certain highly liquid investments with original maturities of ninety days or less. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management believes that the risk of loss due to the concentration is minimal. |
Investments in cryptocurrency | Investments in cryptocurrency – Investments are comprised of several cryptocurrencies the Company owns, of which a majority is Bitcoin, that are actively traded on exchanges. The Company records its investments as indefinite-lived intangible assets at cost less impairment and are reported as long-term assets in the consolidated balance sheets. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the Consolidated Statements of Operations. As of the December 31, 2021 and 2020 there were $- 0 during the Company cryptocurrency 0 - value. These tokens were immediately liquidated, and the total proceeds received from them was $ 1,164,662 and classified as “Other Income from the Recovery of Tokens” in the Company’s Statement of Operations. |
Equipment | Equipment – Equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life ranging from three to five years |
Impairment of long-lived assets | Impairment of long-lived assets – The Company analyzes its long-lived assets, including intangible assets with finite useful lives (subject to amortization) acquired in connection with the acquisition of CoinTracking GmbH, for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present, and for intangible assets acquired in connection with acquisitions, 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. For the year ended December 31, 2018, the Company recognized an impairment loss of $ 2,749,646 on its definite lived intangible assets related to CoinTracking GmbH, classified as Held for Sale. On January 2, 2019, the Company sold its entire equity ownership stake in CoinTracking GmbH. |
Business combination | Business combination – The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values with the residual of the purchase price recorded as goodwill. The results of operations of acquired businesses are included in our operating results from the dates of acquisition. |
Goodwill and intangible assets | Goodwill and intangible assets – The Company records the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired as goodwill. Intangible assets resulting from the acquisitions of entities accounted for using the purchase method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trade names, and developed technologies. Intangible assets subject to amortization are amortized over the period of estimated economic benefit of five years. In accordance with ASC 350, Intangibles – Goodwill and Other (“ASC 350”), goodwill and other intangible assets with indefinite lives are not amortized but tested annually, on December 31, or more frequently if the Company believes indicators of impairment exist. Indefinite lived intangible assets also include investments in cryptocurrency (see Investments in Cryptocurrency). 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. As of December 31, 2021 the Company determined that no |
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. 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, 2021, we had a net operating loss carryforward for federal income tax purposes of approximately $ 10,613,000 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. |
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, 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 – The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the new revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● 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 |
Share-based compensation | Share-based compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of share-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options. 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 – The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS. 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. For the year ended December 31, 2021 and the year ended December 31, 2020, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same . |
Marketing expense | Marketing expense – Marketing expenses are charged to operations, under general and administrative expenses. The Company incurred $ 33,965 of marketing expenses for the year ended December 31, 2021, compared to $- 0 - for year ended December 31, 2020. |
Reclassifications | Reclassifications – Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications had no effect on the Company’s financial position, results of operations or cashflows. |
SUMMARY OF STOCK OPTIONS (Table
SUMMARY OF STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Average Weighted Remaining Average Contractual Number Exercise Term of Shares Price (years) Options outstanding, at December 31, 2019 346,349 $ 5.83 Options granted 1,935,000 1.10 Options cancelled Options exercised Options outstanding, at December 31, 2020 2,281,349 $ 2.26 5.25 Options granted - $ Options cancelled - Options exercised - Options vested and 2,281,349 $ 2.26 4.25 |
SCHEDULE OF STOCK OPTION ASSUMPTIONS USED | The range of assumptions used for the year ended December 31, 2020 Schedule Of Stock Option Assumptions SCHEDULE OF STOCK OPTION ASSUMPTIONS USED Year ended 2020 Ranges Volatility 36 – 115 % Expected dividends 0 % Expected term (in years) 5 – 10 years Risk-free rate 0.17 – 2.95 % |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Investment in Cryptocurrency | $ 0 | $ 0 | |
Investment in non-crypto currency | 0 | ||
Other income recovery of token investment | $ 1,164,662 | $ 247,392 | |
Equipment estimated useful life range | three to five years | ||
Impairment of Long-Lived Assets to be Disposed of | $ 2,749,646 | ||
Goodwill and intangible asset impairment | $ 0 | ||
Operating Loss Carryforwards | $ 10,613,000 | ||
Income Tax Examination, Description | expire in 2037 | ||
Earnings Per Share, Potentially Dilutive Securities | Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options, or warrants. For the year ended December 31, 2021 and the year ended December 31, 2020, the Company had | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |
Marketing Expense | $ 33,965 | $ 0 |
ACQUISTION (Details Narrative)
ACQUISTION (Details Narrative) - USD ($) | Apr. 08, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||
Stock Issued During Period, Value, Acquisitions | $ 604,317 | ||
Intangible Assets, Net (Including Goodwill) | 1,349,457 | ||
Impairment of Intangible Assets (Excluding Goodwill) | 740,469 | ||
Other Depreciation and Amortization | 650,000 | ||
Amortizable intangibles amortized | 54,166 | ||
Amortization of Intangible Assets | 32,499 | ||
Goodwill | 740,469 | ||
Finite-Lived Intangible Assets, Net | $ 617,501 | ||
Blockchain Training Alliance, Inc. [Member] | Stock Purchase Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 600,000 | ||
Stock Issued During Period, Shares, Acquisitions | 201,439 | ||
Stock Issued During Period, Value, Acquisitions | $ 604,317 | ||
Cash Acquired from Acquisition | 4,860 | ||
Blockchain Training Alliance, Inc. [Member] | Stock Purchase Agreement [Member] | Promissory Note [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Debt Instrument, Face Amount | $ 150,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Number of options outstanding, Beginning balance | 2,281,349 | 346,349 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 2.26 | $ 5.83 |
Number of options outstanding, Options granted | 1,935,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1.10 | |
Weighted Average Remaining Contractual Term (Years), Options Outstanding, Beginning | 5 years 3 months | |
Number of options outstanding, Options cancelled | ||
Number of options outstanding, Options exercised | ||
Number of options vested and outstanding, Ending balance | 2,281,349 | 2,281,349 |
Weighted Average Exercise Price, Options Vested and Outstanding,Ending Balance | $ 2.26 | $ 2.26 |
Weighted Average Remaining Contractual Term (Years), Options Vested and Outstanding, Ending | 4 years 3 months |
SCHEDULE OF STOCK OPTION ASSUMP
SCHEDULE OF STOCK OPTION ASSUMPTIONS USED (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 36.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.17% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 115.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.95% |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 21, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,935,000 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 0 | $ 1,976,673 | |
Compensation Expense Related to Restricted Stock Options | 715,215 | $ 0 | |
Stock Issued During Period, Value, Issued for Services | $ 715,215 | ||
Stock Issued During Period, Shares, Issued for Services | 231,610 | ||
Sale of Stock, Price Per Share | $ 3.08 | ||
Board of Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | ||
Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,250,000 | ||
Non-employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 170,000 | ||
2017 Equity Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Options granted generally vest over eighteen to thirty-six months | ||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | 2,281,349 | |
Common stock remaining reserved for future issuance | 2,718,651 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Payments for Rent | $ 1,574 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jul. 12, 2022USD ($)$ / sharesshares | Jul. 11, 2022shares | Feb. 24, 2022USD ($)$ / sharesshares | Feb. 23, 2022USD ($)cryptocurrency | Jan. 18, 2022USD ($) | Jan. 13, 2022USD ($) | Jan. 18, 2022USD ($) |
AJB Capital Investments LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Commitment fee, shares | shares | 60,000 | ||||||
Miner Acquisitions [Member] | Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt interest rate | 10.00% | ||||||
AJB Capital Investments [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 750,000 | ||||||
Purchase price | $ 675,000 | ||||||
Debt interest rate | 10.00% | 10.00% | |||||
Working capital | $ 655,250 | ||||||
Debt description | Upon an event of default under the AJB SPA or AJB Note, the AJB Note will bear interest at 18%, AJB may immediately accelerate the AJB Note due date, AJB may convert the amount outstanding under the AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. | ||||||
Commitment fee, shares | shares | 125,000 | 62,500 | |||||
Commitment fee | $ 375,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 500,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.25 | ||||||
Warrants and Rights Outstanding, Maturity Date | Jan. 12, 2025 | ||||||
Sixth Street Lending [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 116,200 | $ 116,200 | |||||
Purchase price | $ 103,750 | 103,750 | |||||
Debt interest rate | 12.00% | ||||||
Working capital | $ 100,000 | ||||||
Debt maturity date | Jan. 13, 2023 | ||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 75.00% | ||||||
Debt outstanding interest percentage | 4.99% | 4.99% | |||||
Purchase Agreement [Member] | Miner Acquisitions [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of cryptocurrency miners | cryptocurrency | 215 | ||||||
First Purchase Agreement [Member] | Miner Acquisitions [Member] | Bitmine Immersion Technologies Inc [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt maturity date | May 15, 2022 | ||||||
Number of cryptocurrency miners | cryptocurrency | 95 | ||||||
Payments to Acquire Productive Assets | $ 337,500 | ||||||
Notes Payable | $ 168,750 | ||||||
Second Purchase Agreement [Member] | Miner Acquisitions [Member] | Innovative Digital investors LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt maturity date | Oct. 15, 2022 | ||||||
Number of cryptocurrency miners | cryptocurrency | 120 | ||||||
Payments to Acquire Productive Assets | $ 696,000 | ||||||
Notes Payable | $ 348,000 | ||||||
Securities Purchase Agreement [Member] | AJB Capital Investments LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal amount | $ 300,000 | ||||||
Purchase price | $ 275,000 | ||||||
Debt interest rate | 10.00% | ||||||
Working capital | $ 257,000 | ||||||
Debt description | Upon an event of default under the Feb. SPA or Feb. Note, the Feb. Note will bear interest at 18%, AJB may immediately accelerate the Feb. Note due date, AJB may convert the amount outstanding under the Feb. Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. | ||||||
Commitment fee, shares | shares | 24,000 | ||||||
Commitment fee | $ 150,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 200,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.25 | ||||||
Warrants and Rights Outstanding, Maturity Date | Feb. 24, 2025 | ||||||
Debt maturity date | Aug. 24, 2022 |