Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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 Malibu Road | |
Entity Address, Address Line Two | Suite 50477 | |
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 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 Common Stock, Shares Outstanding | 23,153,919 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 19,214 | $ 75,699 |
Accounts receivable, net | ||
Prepaid expenses | 18,829 | 86,179 |
Total current assets | 38,043 | 161,878 |
Goodwill | 740,469 | 740,469 |
Fixed assets | 989,889 | |
Intangible assets | 595,835 | 617,501 |
TOTAL ASSETS | 2,364,236 | 1,519,848 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 2,006,699 | 1,933,800 |
Deferred revenue | 21,000 | |
Notes payable, net | 2,310,998 | 444,500 |
Total current liabilities | 4,338,697 | 2,378,300 |
Convertible debt | 125,000 | 125,000 |
Notes payable - other | 14,100 | 32,365 |
TOTAL LIABILITIES | 4,477,797 | 2,535,665 |
STOCKHOLDERS’ (DEFICIT) | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 23,191,419 and 22,205,248 shares issued and outstanding, as of June 30, 2022 and December 31, 2021, respectively | 23,191 | 22,205 |
Additional paid-in-capital | 36,129,188 | 32,830,496 |
Accumulated deficit | (38,265,940) | (33,868,518) |
TOTAL STOCKHOLDERS’ (DEFICIT) | (2,113,561) | (1,015,817) |
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | $ 2,364,236 | $ 1,519,848 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 23,191,419 | 22,205,248 |
Common stock, shares outstanding | 23,191,419 | 22,205,248 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue: | ||||
Services | $ 151,869 | $ 109,745 | $ 294,381 | $ 111,145 |
Cost of services | 82,433 | 176,211 | ||
Gross margin | 69,436 | 109,745 | 118,170 | 111,145 |
Operating expenses: | ||||
General and administrative expenses | 506,390 | 533,960 | 1,123,370 | 656,369 |
Amortization | 10,833 | 22,491 | 21,666 | 22,491 |
Depreciation | 32,708 | 43,611 | ||
Share-based compensation - employee | 109,447 | 2,470 | 272,447 | 2,470 |
Share-based compensation - non-employee | 789,602 | 190,289 | 1,512,063 | 331,124 |
Total Operating Expenses | 1,448,980 | 749,210 | 2,973,157 | 1,012,454 |
Operating loss | (1,379,545) | (639,465) | (2,854,987) | (901,309) |
Other income | 66,765 | 794,700 | 81,765 | 955,508 |
Interest expense | (600,317) | (4,127) | (1,624,200) | (7,949) |
Loss before provision for income taxes | (1,913,096) | 151,108 | (4,397,422) | 46,250 |
Provision for income taxes | ||||
Net income(loss) | $ (1,913,096) | $ 151,108 | $ (4,397,422) | $ 46,250 |
Net income (loss) per share | $ (0.08) | $ 0.01 | $ (0.19) | $ 0 |
Weighted average common shares outstanding – basic and diluted | 23,000,073 | 22,136,852 | 22,752,500 | 21,989,445 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 21,418 | $ 30,665,823 | $ (33,082,888) | $ (2,395,647) |
Beginning 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 | $ 413 | 824,588 | 825,001 | |
Stock issued for cash per share, shares | 412,500 | |||
Stock compensation expense in connection with issuance of common stock | $ 109 | 312,556 | 312,665 | |
Stock compensation expense in connection with issuance of common stock, shares | 108,750 | |||
Stock issued for acquisition of BTA | $ 201 | 604,116 | 604,317 | |
Stock issued for acquisition of BTA, shares | 201,439 | |||
Net loss | 46,250 | 46,250 | ||
Ending balance, value at Jun. 30, 2021 | $ 22,183 | 32,427,970 | (33,036,638) | (586,486) |
Ending balance, shares at Jun. 30, 2021 | 22,182,388 | |||
Beginning balance, value at Dec. 31, 2021 | $ 22,205 | 32,830,497 | (33,868,518) | (1,015,817) |
Beginning balance, shares at Dec. 31, 2021 | 22,205,248 | |||
Stock issued in connection with warrant exercise | $ 73 | 43,677 | 43,750 | |
Stock issued in connection with Warrant Exercise, shares | 73,250 | |||
Stock issued for cash | $ 8 | 26,232 | 26,240 | |
Stock issued for cash per share, shares | 8,000 | |||
Stock compensation expense in connection with issuance of common stock | $ 905 | 1,739,855 | 1,740,760 | |
Stock compensation expense in connection with issuance of common stock, shares | 904,921 | |||
Net loss | (4,397,422) | (4,397,422) | ||
Debt discount for warrants | 1,488,927 | 1,488,927 | ||
Ending balance, value at Jun. 30, 2022 | $ 23,191 | $ 36,129,189 | $ (38,265,940) | $ (2,113,561) |
Ending balance, shares at Jun. 30, 2022 | 23,191,419 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Shares issued, price per share | $ 3.28 | $ 2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (4,397,422) | $ 46,250 |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 65,277 | 22,491 |
Share-based compensation | 1,784,510 | 333,594 |
Debt discount for warrants | 1,488,927 | |
Issuance of common stock for acquisition | 604,317 | |
Goodwill impairment | ||
Change in operating assets and liabilities: | ||
Accounts receivable | 3,900 | |
Prepiad expenses | 67,350 | |
Accounts payable and accrued expenses | 72,900 | (138,361) |
Deferred revenue | 21,000 | |
Net cash provided by (used in) operating activities | (897,458) | 872,191 |
Cash flows from investing activities: | ||
Purchase of BTA subsidiary | (1,349,457) | |
Purchase of computer equipment | (1,033,500) | |
Net cash used in investing activities | (1,033,500) | (1,349,457) |
Cash flows from financing activities: | ||
Proceeds from loans payable | (18,265) | 18,265 |
Proceeds from issuance of convertible notes | ||
Proceeds from issuance of notes payable | 1,866,498 | 150,000 |
Proceeds from common stock issuance | 26,240 | 825,000 |
Net cash provided by financing activities | 1,874,473 | 993,265 |
Net (decrease) increase in cash and cash equivalents | (56,485) | 515,999 |
Cash and cash equivalents at the beginning of the period | 75,699 | 26,326 |
Cash and cash equivalents at the end of the period | $ 19,214 | $ 542,325 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF THE BUSINESS The Crypto Company was incorporated in the State of Nevada on March 9, 2017. The Company is engaged in the business of providing consulting, training, and educational and related services for distributed ledger technologies (“blockchain”), for corporate and individual clients, enterprises for general blockchain education, as well as for the building of technological infrastructure and enterprise blockchain technology solutions. In recent periods the Company has generated revenues and incurs expenses primarily through these consulting and related operations. In February 2022 the Company acquired bitcoin mining equipment and entered into an arrangement with a third party to host and operate the equipment. The mining equipment began mining bitcoin and generated approximately $ 19,000 Unless expressly indicated or the context requires otherwise, the terms “Crypto,” the “Company,” “we,” “us,” and “our” in these consolidated financial statements refer to The Crypto Company and, where appropriate, its wholly-owned 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 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. The Company’s accounting year-end is December 31. COVID-19 On March 11, 2020, the World Health Organization declared the Covid-19 outbreak to be a global pandemic. In addition to the devastating effects on human life, the pandemic has, in general, had a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets, and has contributed to inflation, supply chain constraints, labor shortages and other adverse economic effects. Most U.S. states and many countries have, at times, issued various policies intended to stop or slow the further spread of the disease. Covid-19 and the U.S.’s response to the pandemic has caused economic volatility since the pandemic’s outbreak. There are no recent comparable events that provide guidance as to the effect the Covid-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business, or our operations. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Liquidity and Going Concern The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2022, the Company had cash of $ 19,214 4,397,422 4,300,654 38,265,940 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. 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. Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021. The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. Basis of Presentation and Principles of Consolidation Use of estimates The preparation of these consolidated financial statements in conformity with 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 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 were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. 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. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of June 30, 2022, the Company had written off the value of its investments in cryptocurrency. Investments non-cryptocurrency The Company previously invested in simple agreement for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens or both. As of June 30, 2022, and December 31, 2021 the Company had written-off its investments in non-cryptocurrency. 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. 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 exceed 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 June 30, 2022, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service. 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 the 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. There was no cumulative impact on the Company’s retained earnings. During the period ended June 30, 2022, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting arrangement meets more than one of the criteria above. Share-based compensation In accordance with ASC No. 718, Compensation-Stock Compensation, 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. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , 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 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 three-month period ended June 30, 2022, and 2021, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2022 | |
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. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | NOTE 4 - GOODWILL AND INTANGIBLE ASSETS The Company entered into a Stock Purchase Agreement (the “SPA”) effective as of March 24, 2021 with 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 $ 600,000 150,000 1 201,439 604,317 4,860 As a result of the foregoing the Company initially recorded goodwill of $ 1,349,457 699,457 650,000 54,166 During the six months ended June 30, 2022 the Company recorded $ 21,666 |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 5 – NOTE PAYABLE On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, which provided for total borrowings of up to $ 3,000,000 1,500,000 300,000 700,000 500,000 1,200,000 1,500,000 300,000 3 Interest expense for Notes Payable was $ 164,053 4,850 ● On June 10, 2020, the Company received a loan from the Small Business Administration of $ 12,100 3.75 30 ● On February 2, 2021, the Company received a loan from the Small Business Administration of $ 18,265 1 5 ● 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 10 168,750 348,000 October 15, 2022 The maturity dates of the bitmine promissory note delivered to each of BIT and IDI (originally May 15, 2022 and October 15, 2022) were, in each case extended by two months by mutual agreement of the parties due to supply chain delays effecting the shipment and delivery of the mining equipment to the Company. ● Effective January 13, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 750,000 675,000 10 10 ● 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 $ 116,200 103,750 12.0 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 ● On February 24, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Feb. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 300,000 275,000 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. ● 220,000 198,000 The maturity date of the Efrat Note is September 7, 2022, although the maturity date may be extended for six months upon the consent of Efrat and the Company. The Efrat Note bears interest at 10 Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies. ● On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 1,000,000 900,000 10 At the closing the Company repaid all obligations owed to AJB pursuant to a 10 750,000 138,125 The maturity date of the May ABJ Note is November 3, 2022, but it may be extended by the Company for six months with the interest rate to increase during the extension period. The May AJB Note bears interest at 10% per year, and principal and accrued interest is due on the maturity date. The Company may prepay the May AJB Note at any time without penalty. Under the terms of the May 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 May 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 May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May 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. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Jun. 30, 2022 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 6 – CONVERTIBLE NOTES The balance of outstanding Convertible Notes was $ 125,000 In June 2020, the Company issued Convertible Notes (“June 2020 Notes”) to an accredited investor for an aggregate amount of $ 5,000 mature in June 2025 5% 50% In April 2020, the Company issued three Convertible Notes (“April 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in April 2025 5% 50% In February 2020, the Company issued three Convertible Notes (“February 2020 Notes”) to three accredited investors for an aggregate amount of $ 22,500 mature in February 2025 5% 50% Interest expense for Convertible Notes was $ 3,099 |
WARRANTS FOR COMMON STOCK
WARRANTS FOR COMMON STOCK | 6 Months Ended |
Jun. 30, 2022 | |
Warrants For Common Stock | |
WARRANTS FOR COMMON STOCK | NOTE 7 – WARRANTS FOR COMMON STOCK As of June 30, 2022, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 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 | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS | NOTE 8 - 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 Options granted generally vest over eighteen to thirty-six months During the six-month period ended June 30, 2022, the Company did not issue any stock options. 5,000,000 2,281,429 2,718,571 SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Term Intrinsic of Shares Price (years) Value Options outstanding, on December 31, 2021 2,281,429 $ 2.26 4.25 5,155,003 Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on June 30, 2022 2,281,429 $ 2.26 3.75 $ 5,155,003 Vested and exercisable 2,281,429 $ 2.26 3.75 $ 5,155,003 The Company recognized $- 0 There were no The Company granted 986,171 . The Company recognized $ 1,740,760 As of June 30, 2022, there was $- 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9- COMMITMENTS AND CONTINGENCIES Facility rent expense was $- 0 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS 1800 Diagonal Lending, LLC Loan Effective July 8, 2202, the Company borrowed funds pursuant to a Securities Purchase Agreement (the “SPA”) entered into with 1800 Diagonal Lending, LLC (“Diagonal”), and Diagonal purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $ 79,250 The maturity date of the Note is July 5, 2023 The Note bears interest at a rate of 10 65 10 The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Prior to the 180th day of the issuance date Note, the Company may prepay the Note in whole or in part, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note between the 61st day after issuance and the 120th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note between the 121st day after issuance and 180 days after issuance, the prepayment percentage is 125%. Pursuant to the Note, as long as the Company has any obligations under the Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitle Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22 Coventry Enterprise, LLC Loan Effective July 27, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry purchased a 10 200,000 40,000 25,000 The Note bears interest at a rate of 10 20,000 July 15, 2023 31,428.57 Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium. If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion. In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18 The Purchase Agreement and the Note contain various representations, warranties, covenants, defined events of default, and other provisions that are generally customary for transaction documents of this nature. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Liquidity and Going Concern | Liquidity and Going Concern The Company’s consolidated financial statements are prepared using the accrual method of accounting in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2022, the Company had cash of $ 19,214 4,397,422 4,300,654 38,265,940 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. 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. |
Management’s Representation of Interim Financial Statements | Management’s Representation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements as of December 31, 2021. The Company prepares its consolidated financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Use of estimates | Use of estimates The preparation of these consolidated financial statements in conformity with 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 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 were comprised of several cryptocurrencies the Company owned, of which a majority was Bitcoin, that were actively traded on exchanges. During 2018, the Company sold most of its investments and during 2019 wrote-off the remainder of all those investments because there was no method to obtain liquidity for those investments. The Company recorded this recovery as other income in its financial statements. As previously disclosed, the Company has ceased operations of its former cryptocurrency investment segment, and the Company liquidates newly issued/accessible assets from old investments as promptly as practicable for the sole purpose of winding down the Company’s legacy cryptocurrency investment segment. 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. The primary exchanges and principal markets the Company utilized for its trading were Kraken, Bittrex, Poloniex, and Bitstamp. As of June 30, 2022, the Company had written off the value of its investments in cryptocurrency. |
Investments non-cryptocurrency | Investments non-cryptocurrency The Company previously invested in simple agreement for future tokens (“SAFT”) and a simple agreement for future equity (“SAFE”) agreements. The SAFT agreements provide for the issuance of tokens in anticipation of a future token generation event, with the number of tokens predetermined based on the price established in each respective agreement. The SAFE investment included provisions that provide for either equity or tokens or both. As of June 30, 2022, and December 31, 2021 the Company had written-off its investments in non-cryptocurrency. |
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. |
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 exceed 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 June 30, 2022, we are subject to federal taxation in the U.S., as well as state taxes. The Company has not been audited by the U.S. Internal Revenue Service. |
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 the 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. There was no cumulative impact on the Company’s retained earnings. During the period ended June 30, 2022, the Company’s main source of revenue was consulting and education services to numerous customers provided by and through BTA. The Company has determined that revenue should be recognized over time, as the service is provided. The Company considered the criteria in ASC 606 in reaching this determination, specifically: ● The customer receives and consumes the benefit provided by the Company’s performance as the Company performs. ● The Company’s performance enhances an asset controlled by the customer. ● The Company’s performance does not create an asset with alternative use, and the Company has an enforceable right to payment for performance completed to date. The consulting arrangement meets more than one of the criteria above. |
Share-based compensation | Share-based compensation In accordance with ASC No. 718, Compensation-Stock Compensation, 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. On January 1, 2019, the Company adopted ASC No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , 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 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 three-month period ended June 30, 2022, and 2021, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and diluted EPS are the same. |
WARRANTS FOR COMMON STOCK (Tabl
WARRANTS FOR COMMON STOCK (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants For Common Stock | |
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK | As of June 30, 2022, outstanding warrants to purchase shares of the Company’s common stock were as follows: SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK Issuance Date Exercisable for Expiration Date Exercise Price Number of Shares Outstanding Under Warrants September 2019 Common Shares September 24, 2022 $ 0.01 75,000 February 2020 Common Shares February 6, 2030 $ 0.01 10,000 February 2020 Common Shares February 12, 2030 $ 0.01 2,500 February 2020 Common Shares February 19, 2030 $ 0.01 10,000 April 2020 Common Shares April 20, 2030 $ 0.01 22,500 June 2020 Common Shares June 9, 2030 $ 0.01 5,000 March 2021 Common Shares February 28, 2026 $ 0.50 362,500 January 2022 Common Shares January 12, 2025 $ 5.25 500,000 February 2022 Common Shares February 24, 2025 $ 5.25 200,000 April 2022 Common Shares April 7, 2025 $ 5.25 146,667 May 2022 Common Stock May 3, 2025 $ 5.25 750,000 |
SUMMARY OF STOCK OPTIONS (Table
SUMMARY OF STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | SCHEDULE OF STOCK OPTIONS ACTIVITY Weighted Average Weighted Remaining Average Contractual Aggregate Number Exercise Term Intrinsic of Shares Price (years) Value Options outstanding, on December 31, 2021 2,281,429 $ 2.26 4.25 5,155,003 Options granted - - - - Options canceled - - - - Options exercised - - - - Options outstanding, on June 30, 2022 2,281,429 $ 2.26 3.75 $ 5,155,003 Vested and exercisable 2,281,429 $ 2.26 3.75 $ 5,155,003 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Revenue | $ 19,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||||
Cash | $ 19,214 | $ 19,214 | |||
Net loss | 1,913,096 | $ (151,108) | 4,397,422 | $ (46,250) | |
Working capital | 4,300,654 | ||||
Accumulated deficit | $ 38,265,940 | $ 38,265,940 | $ 33,868,518 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Apr. 08, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||||
Aggregate shares of common stock value | $ 604,317 | ||||
Intangible assets including good will | $ 1,349,457 | $ 1,349,457 | |||
Goodwill | 699,457 | ||||
Other Intangible Assets, Net | 650,000 | 650,000 | |||
Amortizable intangibles amortized | 54,166 | ||||
Amortization expenses | $ 10,833 | $ 22,491 | $ 21,666 | $ 22,491 | |
Bock chain training alliance inc [Member] | Stock purchase agreement [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Payments to acquire business | $ 600,000 | ||||
Aggregate shares of common stock | 201,439 | ||||
Aggregate shares of common stock value | $ 604,317 | ||||
Cash acquired from acquisition | 4,860 | ||||
Bock chain training alliance inc [Member] | Stock purchase agreement [Member] | Promissory Note [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Debt instrument principal amount | $ 150,000 | ||||
Debt instrument interest rate | 1% |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||||||||||||
Nov. 03, 2022 | Sep. 07, 2022 | May 03, 2022 USD ($) | Apr. 07, 2022 USD ($) | Feb. 24, 2022 USD ($) | Feb. 23, 2022 USD ($) cryptocurrency | Jan. 18, 2022 USD ($) | Jan. 13, 2022 USD ($) | Jun. 10, 2021 | Feb. 02, 2021 USD ($) | Jan. 02, 2019 USD ($) | Jan. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 10, 2020 USD ($) | Dec. 31, 2018 USD ($) | Apr. 03, 2018 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Purchase price | $ 1,033,500 | ||||||||||||||||
Working capital | 4,300,654 | ||||||||||||||||
Coin Tracking [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans Payable, Noncurrent | $ 1,500,000 | ||||||||||||||||
Notes Payable [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest expense for notes payable | 164,053 | $ 4,850 | |||||||||||||||
CoinTracking GmbH [Member] | Coin Tracking [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayments of Debt | $ 1,200,000 | ||||||||||||||||
Purchase Agreement [Member] | Miner Acquisitions [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument percentage | 10% | ||||||||||||||||
AJB Capital Investments LLC [Member] | Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 300,000 | $ 750,000 | |||||||||||||||
Debt instrument percentage | 1,000% | 10% | |||||||||||||||
Purchase price | $ 275,000 | $ 675,000 | |||||||||||||||
Sixth Street SPA [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument percentage | 75% | ||||||||||||||||
Sixth Street SPA [Member] | Promissory Note [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 116,200 | ||||||||||||||||
Debt instrument percentage | 12% | ||||||||||||||||
Purchase price | $ 103,750 | ||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans Payable, Noncurrent | $ 1,500,000 | ||||||||||||||||
Long-Term Debt, Gross | $ 300,000 | ||||||||||||||||
Debt instrument percentage | 3% | ||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note One [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans Payable, Noncurrent | 300,000 | ||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Two [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans Payable, Noncurrent | 700,000 | ||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Promissory Note Three [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Loans Payable, Noncurrent | $ 500,000 | ||||||||||||||||
Loan Agreement [Member] | CoinTracking GmbH [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 3,000,000 | ||||||||||||||||
Small Business Administration [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument percentage | 1% | 3.75% | |||||||||||||||
Loans payable | $ 18,265 | $ 12,100 | |||||||||||||||
Debt instrument, term | 30 years | 5 years | |||||||||||||||
Purchase Agreement [Member] | Miner Acquisitions [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of cryptocurrency miners | cryptocurrency | 215 | ||||||||||||||||
First Purchase Agreement [Member] | Bitmine Immersion Technologies Inc [Member] | Miner Acquisitions [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of cryptocurrency miners | cryptocurrency | 95 | ||||||||||||||||
Purchase price | $ 337,500 | ||||||||||||||||
Notes payable | $ 168,750 | ||||||||||||||||
Second Purchase Agreement [Member] | Innovative Digital investors LLC [Member] | Miner Acquisitions [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Number of cryptocurrency miners | cryptocurrency | 120 | ||||||||||||||||
Purchase price | $ 696,000 | ||||||||||||||||
Notes payable | $ 348,000 | ||||||||||||||||
Debt maturity date | Oct. 15, 2022 | ||||||||||||||||
AJB Lending [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | $ 750,000 | |||||||||||||||
Debt instrument percentage | 1,000% | 1,000% | |||||||||||||||
Purchase price | $ 900,000 | ||||||||||||||||
Debt description | Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May 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. | Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies. | 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. | ||||||||||||||
Working capital | $ 138,125 | ||||||||||||||||
EFRAT Investment [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 220,000 | ||||||||||||||||
Debt instrument percentage | 1,000% | ||||||||||||||||
Purchase price | $ 198,000 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||
Convertible notes | $ 125,000 | $ 125,000 | ||||
Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Interest expense | $ 3,099 | $ 3,099 | ||||
Convertible Notes [Member] | Accredited Investors [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 5,000 | |||||
Debt instrument maturity date | mature in June 2025 | |||||
Debt instrument, interest rate, stated percentage | 5% | |||||
Debt conversion, converted instrument, rate | 50% | |||||
Convertible Notes [Member] | Three Accredited Investors [Member] | Three Convertible Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument, face amount | $ 22,500 | $ 22,500 | ||||
Debt instrument maturity date | mature in April 2025 | mature in February 2025 | ||||
Debt instrument, interest rate, stated percentage | 5% | 5% | ||||
Debt conversion, converted instrument, rate | 50% | 50% |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS TO PURCHASE SHARES OF COMMON STOCK (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Warrant One [Member] | |
Issuance date | September 2019 |
Exercisable for | Common Shares |
Expiration date | Sep. 24, 2022 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 75,000 |
Warrant Two [Member] | |
Issuance date | February 2020 |
Exercisable for | Common Shares |
Expiration date | Feb. 06, 2030 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 10,000 |
Warrant Three [Member] | |
Issuance date | February 2020 |
Exercisable for | Common Shares |
Expiration date | Feb. 12, 2030 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 2,500 |
Warrant Four [Member] | |
Issuance date | February 2020 |
Exercisable for | Common Shares |
Expiration date | Feb. 19, 2030 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 10,000 |
Warrant Five [Member] | |
Issuance date | April 2020 |
Exercisable for | Common Shares |
Expiration date | Apr. 20, 2030 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 22,500 |
Warrant Six [Member] | |
Issuance date | June 2020 |
Exercisable for | Common Shares |
Expiration date | Jun. 09, 2030 |
Exercise price | $ / shares | $ 0.01 |
Number of shares outstanding under warrants | shares | 5,000 |
Warrant Seven [Member] | |
Issuance date | March 2021 |
Exercisable for | Common Shares |
Expiration date | Feb. 28, 2026 |
Exercise price | $ / shares | $ 0.50 |
Number of shares outstanding under warrants | shares | 362,500 |
Warrant Eight [Member] | |
Issuance date | January 2022 |
Exercisable for | Common Shares |
Expiration date | Jan. 12, 2025 |
Exercise price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | shares | 500,000 |
Warrant Nine [Member] | |
Issuance date | February 2022 |
Exercisable for | Common Shares |
Expiration date | Feb. 24, 2025 |
Exercise price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | shares | 200,000 |
Warrant Ten [Member] | |
Issuance date | April 2022 |
Exercisable for | Common Shares |
Expiration date | Apr. 07, 2025 |
Exercise price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | shares | 146,667 |
Warrant Eleven [Member] | |
Issuance date | May 2022 |
Exercisable for | Common Stock |
Expiration date | May 03, 2025 |
Exercise price | $ / shares | $ 5.25 |
Number of shares outstanding under warrants | shares | 750,000 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Number of options outstanding, beginning balance | shares | 2,281,429 |
Weighted average exercise price, options outstanding, beginning balance | $ / shares | $ 2.26 |
Weighted average remaining contractual term years, options outstanding, beginning | 4 years 3 months |
Aggregate intrinsic value, options outstanding, beginning balance | $ | $ 5,155,003 |
Number of options granted | shares | |
Weighted average exercise price, options granted | $ / shares | |
Number of options canceled | shares | |
Weighted average exercise price, options canceled | $ / shares | |
Number of options exercised | shares | |
Weighted average exercise price, options exercised | $ / shares | |
Number of options outstanding, ending balance | shares | 2,281,429 |
Weighted average exercise price, options outstanding, ending balance | $ / shares | $ 2.26 |
Weighted average remaining contractual term years, options outstanding, ending | 3 years 9 months |
Aggregate intrinsic value, options outstanding, ending balance | $ | $ 5,155,003 |
Number of options outstanding, vested and exercisable | shares | 2,281,429 |
Weighted average exercise price, options vested and exercisable | $ / shares | $ 2.26 |
Weighted average remaining contractual term years, options exercisable | 3 years 9 months |
Aggregate intrinsic value, options vested and exercisable | $ | $ 5,155,003 |
SUMMARY OF STOCK OPTIONS (Detai
SUMMARY OF STOCK OPTIONS (Details Narrative) - USD ($) | 6 Months Ended | ||
Jul. 21, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of stock option remain reserved for future issuance | 2,281,429 | ||
Stock option exercised | |||
Share based compensation | $ 1,784,510 | $ 333,594 | |
Unrecognized compensation costs | 0 | ||
Equity Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation | $ 0 | ||
2017 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
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 | 2,718,571 | |
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock option award vesting period | 10 years | ||
Restricted Stock [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock granted | 986,171 | ||
Share based compensation | $ 1,740,760 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Facility rent expense | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Jul. 27, 2022 USD ($) shares | Jul. 08, 2022 USD ($) Days |
1800 Diagonal Lending,LLC Loan [Member] | ||
Subsequent Event [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 22% | |
1800 Diagonal Lending,LLC Loan [Member] | Convertible Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 79,250 | |
Maturity date | Jul. 05, 2023 | |
Default interest rate description | The Note bears interest at a rate of 10% per annum, and a default interest of 22% per annum. | |
Debt instrument interest rate stated percentage | 10 | |
Debt instrument convertible percentage of stockprice | 65% | |
Debt Instrument, Convertible, Threshold Trading Days | Days | 10 | |
Debt instrument conversion terms description | The conversion of the Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. | |
Debt instrument payment term description | Prior to the 180th day of the issuance date Note, the Company may prepay the Note in whole or in part, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Note between the 61st day after issuance and the 120th day after issuance, the prepayment percentage is 120%. If the Company prepays the Note between the 121st day after issuance and 180 days after issuance, the prepayment percentage is 125%. | |
Coventry Enter Prise LLC Loan [Member] | ||
Subsequent Event [Line Items] | ||
Maturity date | Jul. 15, 2023 | |
Bearing interest rate | 10% | |
Debt guaranteed interest | $ 20,000 | |
Debt monthy payments | $ 31,428.57 | |
Debt description | If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion. | |
Pecentage of unpaid guaranteed interest | 0.18 | |
Coventry Enter Prise LLC Loan [Member] | Unsecured Convertible Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Debt principal amount | $ 200,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 10% | |
Original issue discount | $ 40,000 | |
Restricted common shares | shares | 25,000 |