Blockchain of Things 10-K 31 Mar 21 2020 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	Feb. 28, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	000-56170
Entity Registrant Name	Blockchain of Things, Inc.
Entity Central Index Key	0001813793
Entity Incorporation, State or Country Code	DE
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	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float		$ 442,835
Entity Common Stock, Shares Outstanding		4,552,668

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets:
Cash	$ 20,257	$ 30,134
Prepaid Expenses and Other Current Assets	3,445	2,933
Digital Assets	1,362,066	1,862,988
Total Current Assets	1,385,768	1,896,055
Non-current Assets:
Property and Equipment, net	995	2,700
Total Assets	1,386,763	1,898,755
Current Liabilities:
Accounts Payable and Accrued Expenses	617,729	714,468
Current Portion of Convertible Notes		15,000
Sponsorship Loans Payable	20,000	20,000
BCOT Token Refund Liability	12,434,317	12,434,317
Total Current Liabilities	13,072,046	13,183,785
Long-term Liabilities:
Paycheck Protection Program Loan	42,900
Total Liabilities	13,114,946	13,183,785
Stockholders' Equity (Deficit):
Common stock; par value $0.0001; 50,000,000 shares authorized; 4,542,126 shares issued and outstanding as of December, 2020; 5,000,000 shares authorized; 4,358,079 shares issued and outstanding as of December 31, 2019	454	436
Preferred stock; par value $0.0001; 10,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2020; 0 shares authorized, issued and outstanding as of December 31, 2019
Additional Paid-in Capital	437	437
Accumulated Deficit	(11,729,074)	(11,285,903)
Total Stockholders' Deficit	(11,728,183)	(11,285,030)
Total Liabilities and Stockholders' Deficit	$ 1,386,763	$ 1,898,755

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares authorized	50,000,000	5,000,000
Common Stock, shares issued	4,542,126	4,358,079
Preferred Stock, par value	$ 0.0001	$ .0001
Preferred Stock, Shares authorized	10,000,000	0
Preferred Stock, shares issued and outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue, net		$ 350
Operating Expenses:
Selling, General and Administrative	927,043	628,004
Impairment of Digital Assets		32,059
Total Operating Expenses	927,043	660,063
Loss From Operations	(927,043)	(659,713)
Other (Income) Expense:
Legal Settlement		250,000
Gain on Sale of Digital Assets	(531,155)	(164,318)
Loss on Extinguishment of Debt		68,773
Interest Expense	47,283	503,927
Other (Income) Expense, net	(483,872)	(658,382)
Net Loss	$ (443,171)	$ (1,318,095)
NET LOSS PER SHARE
Net Loss per share, basic and diluted	$ (0.10)	$ (0.31)
Weighted average number of shares of common stock - basic and diluted	4,420,688	4,256,258

Consolidated Shareholders Equit

Consolidated Shareholders Equity - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2018	4,215,412
Beginning balance, value at Dec. 31, 2018	$ 422	$ 437	$ (9,967,808)	$ (9,966,949)
Issuance of common stock, shares	50,000
Issuance of common stock, value	$ 5			5
Stock based compensation, shares	92,667
Stock based compensation, value	$ 9			9
Net loss			(1,318,095)	(1,318,095)
Ending balance, shares at Dec. 31, 2019	4,358,079
Ending balance, value at Dec. 31, 2019	$ 436	437	(11,285,903)	(11,285,030)
Issuance of common stock, shares
Issuance of common stock, value
Stock based compensation, shares	184,047
Stock based compensation, value	$ 18			18
Net loss			(443,171)	(443,171)
Ending balance, shares at Dec. 31, 2020	4,542,126
Ending balance, value at Dec. 31, 2020	$ 454	$ 437	$ (11,729,074)	$ (11,728,183)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (443,171)	$ (1,318,095)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,705	1,705
Stock based Compensation	18	9
Impairment of Digital Assets		32,059
Realized Gain on Sale of Digital Assets	(531,155)	(164,318)
Changes in Assets and Liabilities:
Prepaids and Other Current Assets	(512)	1,093
Accounts Payable and Accrued Expenses	(143,577)	185,559
Accounts Payable and Accrued Expenses (Interest Portion of BCOT Token Refund Liability)	46,838	501,016
Deferred Revenue		(300)
BCOT Token Refund Liability		(11,001)
Net cash used in operating activities	(1,069,854)	(772,273)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Digital Assets	1,032,077	980,140
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of Sponsorship Loans		224,627
Repayments of Convertible Notes	15,000	100,000
Proceeds from Issuances of Common Stock		5
Proceeds from Paycheck Protection Program Loan	42,900
Net cash provided by (used) in financing activities	27,900	(324,622)
Net Change in Cash	(9,877)	(116,755)
Cash, Beginning of Period	30,134	146,889
Cash, End of Period	20,257	30,134
Supplemental disclosure of cash flows information:
Cash paid during the period for interest	2,270	11,974
Noncash activity:
Refund of BCOT sale proceeds with Digital Assets		11,001
Delivery of BCOT Tokens		(12,445,318)
Establishment of BCOT Token refund liability		$ 12,434,317

Organization and Nature of Oper

Organization and Nature of Operations	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	Note 1 - Organization and Nature of Operations Blockchain of Things, Inc (“BCoT” or the “Company”), was incorporated in Delaware on July 15, 2015 with a principle place of business in New York, New York. BCoT has a 100% ownership interest in BCOT Global Holdings (“BCOT GH”), a limited liability company organized on March 29, 2018 under the laws of the Cayman Islands. BCoT is a technology company established to develop and implement blockchain technology, specifically by providing a platform, or web services layer, designed to improve upon existing blockchain technology, including its security and ease of use. From December 2017 through July 2018, BCOT offered and sold $12,473,200 of digital tokens (“BCOT Tokens” or “tokens”; the “Offering”) for use of the Company’s blockchain platform and technology, called “Catenis Enterprise” and “Catenis Flow” (collectively, “Catenis”). BCoT intended to use the proceeds to continue to implement its business plan, which includes further developing and maintaining Catenis. Catenis is an integration layer to the global bitcoin blockchain. It allows companies to rapidly build blockchain based applications or simply integrate with existing systems. To date, the proceeds were used to fund the operations of the Company, which includes the payment of salaries to software developers and to pay for expenses associated with the settlement agreement with the SEC, further discussed in Note 8.

Financial Condition and Managem

Financial Condition and Management's Plans	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Financial Condition and Management's Plans	Note 2 - Financial Condition and Management’s Plans The Company has experienced recurring losses and negative cash flows from operations. As of December 31, 2020, the Company had cash of $ Further, the outbreak of the Coronavirus Disease 2019, or COVID-19, which has been declared a global pandemic by the World Health Organization, has spread across the globe and is impacting worldwide economic activity. A public health epidemic, including COVID-19, poses the risk that we or our employees, contractors, and other partners may be prevented from conducting business for an indefinite period of time, including due to shutdowns and quarantines that may be requested or mandated by governmental authorities. While at this time, COVID-19 has not had a significant impact on the Company, it is not possible to estimate the impact that COVID-19 could have on our business. The continued spread of COVID-19 and the measures taken by the governments of countries affected, particularly the United States, could disrupt the planned commercial activities of the Company and have a material impact on our business, financial condition or results of operations. The extent to which the COVID-19 outbreak impacts our results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company The Company’s management has taken several actions in an effort to secure funding and generate revenue streams including: • Added four additional offerings to the product line making the platform more robust and giving more options to the marketplace. • Relaunch of a new website and marketing to various different segments of the industry verticals. • Management plans to reduce expenses by eliminating Lawyer’s fees caused by SEC Settlement Order • Prepared offering documents for a potential offshore offering under Regulation S, promulgated under the Securities Act of 1933, as amended (the “Securities Act”). • Added a Director to the Company’s Board of Directors with fund raising experience to lead our efforts. • In discussions with a broker on ways to raise additional capital. Any securities offered will not be or have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There is no assurance that the Company will be successful in obtaining funding or generating revenues sufficient to fund operations. The consolidated financial statements do not include any adjustments related to this uncertainty and as to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3 - Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements includes the accounts of BCoT and its 100% owned subsidiary. All intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company's consolidated financial statements includes the fair values of the BCOT Token Refund Liability and Digital assets, including the impairment assessments, as well as, estimates related to Stock Based Compensation. Consulting Fees and Licensing Revenue The Company’s revenue is derived from consulting fees related to customer specific software implementation and licensing revenue earned by the Company and totaled $0 and $350 for the years ended December 31, 2020 and December 31, 2019, respectively. The Company recognizes the revenue earned once the service has been performed. BCOT Tokens Revenue Recognition The Company issued BCOT Tokens for use by customers in Catenis. From December 2017 through early July 2018, the Company obtained Ether, Bitcoin, Bitcoin Cash and Tether from customers totaling approximately $11,863,530 and cash of $609,670 in exchange for the BCOT Tokens. The Company evaluated the terms of sale of the BCOT Tokens and determined that, when sold, a BCOT Token represents an obligation of the Company with counterparties that were determined to be customers. Therefore, the Company determined that BCOT Tokens, when sold by the Company, are akin to prepayments of future services and are treated as deferred revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Pursuant to the terms of the BCOT Tokens, there is no form of partnership, joint venture, agency or any similar relationship between a holder of a BCOT Token and the Company. Except as noted below, BCOT Tokens are non-refundable and do not pay interest and have no maturity date. BCOT Tokens confer only the right to be used to power the Catenis platform, BCoT’s product, and confer no other rights of any form with respect to the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. Subsequent to the distribution of BCOT Tokens to customers, the associated liability to deliver the BCOT tokens was satisfied. No additional BCOT Tokens were sold by the Company since this distribution. Subsequent to the distribution noted above, and pursuant to the Settlement Agreement (as defined and described further in Note 8), the Company is obligated to refund amounts raised from the sale of BCOT Tokens if valid claims are submitted and may incur other fines and penalties. As of December 31, 2020, the Company estimated the amount of refunds to be paid to claimants at $12,982,170, which includes $547,853 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Consolidated Balance Sheets (see Note 8). As of December 31, 2019, the Company estimated the amount of refunds to be paid to claimants at $12,935,333, which includes $501,016 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Consolidated Balance Sheets (see Note 8). Concentrations of Credit Risk and Off-Balance Sheet Risk The Company is subject to concentration of risk with respect to the Digital Assets which are held in digital wallets. Private keys, which provide access to the Digital Assets, are held in secured vaults at banking institutions and a limited number of digital wallets. The Digital Assets are exchanged for United States Dollars (USD) in the normal course of business so that the Company may meet its operational needs. The Digital Assets are not insured and the exchange rate of the digital assets to USD experiences significant volatility. Software Development Costs The Company capitalizes costs related to software developed or obtained for internal use in accordance with the ASC 350-40, Internal-Use Software (“ASC 350-40”). The following illustrates the various stages and related processes of computer software development in accordance with ASC 350-40: Preliminary project stage: (a) conceptual formulation of alternatives; (b) evaluation of alternatives; (c) determination of existence of needed technology; and (d) final selection of alternatives. Internal and external costs incurred during the preliminary project stage are expensed as incurred. Application development stage: (a) design of chosen path, including software configuration and software interfaces; (b) coding; installation to hardware; and (d) testing, including parallel processing phase. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Post-implementation-operation stage: (a) training; and (b) application maintenance. Internal and external costs incurred during the post-implementation-operation stage are expensed as incurred. Certain costs incurred are considered enhancements, modifications to existing internal-use software that result in additional functionality. Enhancements normally require new software specifications and may also require a change to all or part of the existing software specifications. When this additional functionality is determinable, the related costs are capitalized. Otherwise, costs are expensed as incurred. Capitalization of internal-use software costs ceases when a computer software project is substantially complete and ready for its intended use. The Company begins amortization when the product is available for general release or use. The Company has developed and continues to enhance Catenis, a platform, or web services layer, designed to improve upon existing blockchain technology, including its security and ease of use. The technology primarily assists with four blockchain-based services: 1) message transmission, 2) message logging, 3) digital asset generation, and 4) digital asset transfer. Due to the significant hurdles during development and launch of Catenis, market adoption and recovery of the development costs is uncertain. Accordingly, the Company expensed $269,174 and $239,339 of software development costs in the years ended December 31, 2020 and 2019, respectively. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. The Company files a consolidated tax return, which incorporates the limited liability company subsidiary. Distinguishing Liabilities from Equity The Company relies on the guidance provided by ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), to classify the sponsorship agreements. The Company first determines whether a financial instrument should be classified as a liability. The Company will apply the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. At issuance, the Company records its financial instruments classified as liability, temporary equity or permanent equity at fair value, or consideration received, whichever is more determinable. The Company records its financial instruments (the Sponsorship Loans) classified as liabilities under ASC 480 at their fair value at the end of each reporting period. The changes in fair value of these financial instruments are recorded as other expense/income. For the years ended December 31, 2020 and 2019, there were no changes to the fair value of financial instruments classified as liabilities under ASC 480 until such time as they were extinguished (see Note 6). Stock-based Compensation The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC 718, Stock Based Compensation. The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards are recognized on a straight-line basis over the requisite service period. Common shares issued to third parties for services provided are valued based on the estimated fair value of the Company’s common shares. All stock-based compensation costs are recorded in selling, general and administrative expenses in the consolidated statements of operations. To date, stock-based compensation is immaterial to the consolidated financial statements. Fair Value Measurement The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy under ASC 820 are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The fair values of cash, accounts payable, convertible debt, sponsorship agreements, U.S. Small Business Loan and Advance, and the BCOT Token Obligation (as defined and described further in Note 10) approximate their stated amounts because of the short maturity of these financial instruments from the balance sheet date. Sponsorship agreements are carried at fair value and based on Level 2 inputs. Intangible Assets Digital Assets held by the Company consist of Ethers, Bitcoins and Bitcoin Cash and are included in current assets in the Consolidated Balance Sheets. Digital assets such as Bitcoins, Ethers, and Bitcoin Cash are digital currencies considered cryptocurrencies that are not fiat currencies (i.e., a currency that is backed by a central bank or a national, supra- national or quasi-national organization) and are not backed by hard assets or other credits. Digital currencies are not financial assets because they are not an ownership interest in a company, or a contract establishing a right or obligation to deliver or receive cash or another financial instrument. Since they lack physical substance and have no limit on the useful life, digital currencies are considered to be indefinite-lived intangible assets under ASC 350, Intangibles–Goodwill and Other. Indefinite-lived intangible assets are not subject to amortization. Instead, they are tested for impairment on an annual basis and more frequently if events or circumstances change that indicate that it’s more likely than not that the asset is impaired. As a result, the Company will only recognize decreases in the value of its Digital Assets, and any increase in value will be recognized upon disposition. Ether, Bitcoin, Bitcoin Cash are traded on exchanges in which there are observable prices in an active market, the Company views a decline in the quoted price below the cost to be an impairment indicator. The quoted price and observable prices for Ether, Bitcoin, and Bitcoin Cash are determined by the Company using a principal market analysis in accordance with ASC 820, Fair Value Measurement. When the Company evaluates Ethers, Bitcoins, and Bitcoin Cash for impairment under ASC 350, Intangible – Goodwill and Other, each acquisition of Ether, Bitcoin, and Bitcoin Cash is considered a separate unit of account. The Company tracks the cost of each unit of Ether, Bitcoin, and Bitcoin Cash when received or purchased, when performing impairment testing and upon disposition either through sale or exchanged for goods or services. The realized gain or loss on sale of Digital Assets is included in a separate financial statement line item in the Consolidated Statements of Operations, while impairment of Digital Assets is included in operating expenses because of the nature of the assets. From November 2017 through early August 2018, the Company received four types of digital currencies, Bitcoins, Ethers, Tether, and Bitcoin Cash related to its token offering (See Note 4). The Company obtains the equivalency rate of the digital currencies to USD based on a global exchange rate from public exchange Gemini. As of December 31, 2020, and December 31, 2019, the Company’s adjusted cost basis was $1,362,066 and $1,862,988, respectively. During the year ended December 31, 2020, the Company recognized no impairment losses. During the year ended December 31, 2019, the Company recognized $32,059 of impairment losses. Please refer to Note 4 for additional information about Digital Assets. Loss per common share Basic loss per share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share (“Diluted EPS”) is computed by dividing the net loss by the weighted average number of common shares outstanding during the reporting period while also giving effect to all potentially dilutive common shares that were outstanding during the reporting period. For the years ended December 31, 2020 and 2019, the Company reported a net loss and as a result, basic and diluted loss per common share are the same. Therefore, in calculating net loss per share amounts, shares underlying the potentially dilutive common stock equivalents were excluded from the calculation of diluted net income per common share because their effect was anti-dilutive. The potentially dilutive common stock equivalents at December 31, 2020 and 2019 were 139,708 and 76,292, respectively, and were not included in diluted EPS in periods in which the Company had a Net Loss, as their effect would be anti-dilutive. Adoption of Recent Accounting Pronouncements The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption.

Digital Assets

Digital Assets	12 Months Ended
	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Digital Assets	Note 4 - Digital Assets Changes in Digital Assets were as follows: Ether Bitcoin Bitcoin Cash Tether Total Balance at December 31, 2018 $ 1,286,395 $ 1,300,265 $ 1,259 $ 122,950 $ 2,710,869 Sale of Digital Assets (555,626 ) (137,246 ) — (122,950 ) (815,822) Impairment (32,059 ) — — — (32,059) Balance at December 31, 2019 698,710 1,163,019 1,259 — 1,862,988 Sale of Digital Assets (323,537 ) (177,385 ) — — (500,922) Impairment — — — — — Balance at December 31, 2020 $ 375,173 $ 985,634 $ 1,259 $ — $ 1,362,066 The Company recognized $531,155 and $164,138 as a net Gain on Sale of Digital assets during the years ended December 31, 2020 and 2019, respectively. On June 25, 2018 the Company created 553,262,386 BCOT Tokens which are not recognized on the Consolidated Balance Sheet and have zero carrying value. As of December 31, 2020, and December 31, 2019, respectively, the Company distributed 69,160,720 and 68,922,624 BCOT Tokens to third party wallets or smart contracts and is holding 484,101,666 and 484,339,762 BCOT Tokens.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Note 5 – Accounts Payable and Accrued Expenses Accounts Payable and Accrued Expenses consisted of the following as of: December 31, December 31, 2020 2019 Accrued interest on token refund liability $ 547,853 $ 501,016 Legal and professional services 31,018 2,000 Accrued legal settlement (Note 8) — 187,500 Software development 32,795 11,511 Other accrued liabilities 515 8,116 Credit card payable 5,547 4,325 Total Accounts Payable and Accrued Expenses $ 617,729 $ 714,468

Debt

Debt	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Debt	Note 6 – Debt Convertible Notes From October 2015 through September 2017 the Company issued nine convertible promissory notes (“Convertible Notes”). The maturity dates of the Convertible Notes ranged from October 16, 2017 to September 20, 2020. The Convertible Notes are convertible into common stock or preferred stock, depending on the contingent event that results in their conversion. The Convertible Notes bear interest at 5% per annum and were each issued at par value with an immaterial amount of debt issuance costs. The Convertible Notes are automatically convertible into preferred stock upon the occurrence of a Qualified Financing, defined within the Convertible Notes as an equity financing of the Company occurring after the date of issuance of the Convertible Note pursuant to which the Company sells and issues to an investor or multiple investors shares of preferred stock of the Company and in which gross aggregate proceeds to the Company from such equity financing exceeds $5 million (excluding any and all Convertible Notes which are converted). For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the price per share of the preferred shares sold that constitute the Qualified Financing. For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the price per share of the preferred shares sold that constitute the Qualified Financing. Additionally, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note on or after the maturity date of the Convertible Note if the Company does not consummate a Qualified Financing on or prior to the maturity date of the Convertible Note. For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the fair market value of a single share of common stock as of the maturity date of the Convertible Note. For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the fair market value of a single share of common stock as of the maturity date of the Convertible Note. Lastly, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note immediately prior to the closing of the Sale of the Company if a Sale of the Company occurs on or prior to the Maturity Date. A “Sale of the Company” is defined within the Convertible Notes as (i) the reorganization, consolidation or merger of the Company in which the holders of the Company’s outstanding voting securities pre-closing of that event do not retain voting securities representing a majority of the voting power of the surviving entity, (ii) the sale, transfer or exclusive license of all or substantially all of the assets of the Company, or (iii) the sale of equity by the existing holders of capital stock of the Company the result of which is that more than fifty percent (50%) of the Company's outstanding voting securities immediately following such transaction are owned by persons or entities who were not equity holders of the Company immediately prior to any such transaction. For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the price per share of the common stock paid to the existing equity holders of the Company in connection with such Sale of the Company. For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the price per share of the common stock paid to the existing equity holders of the Company in connection with such Sale of the Company. As of December 31, 2020, and 2019, respectively, the Convertible Notes were not convertible based on the triggers listed above. As a result of these conversion features, the Convertible Notes contain embedded derivatives whose fair values as of December 31, 2020 and 2019, respectively, were negligible. The Convertible Notes are not considered securities with participation rights in earnings available to the Company’s common stockholders as there are no features attached to these securities that allow holders to participate in our undistributed earnings. In July 2020, the Company retired the Convertible Note due June 23, 2020. The $10,000 aggregate principal amount was repurchased for cash at par plus accrued interest of $1,500. In March 2020, the Company retired the Convertible Note due March 13, 2020. The $5,000 aggregate principal amount was repurchased for cash at par plus accrued interest of $750. In July 2019, the Company retired the Convertible Note due March 28, 2020. The $50,000 aggregate principal amount was repurchased for cash at par plus accrued interest of $5,833. In April 2019, the Company retired the Convertible Notes due July 20, 2020, August 20, 2020, and September 20, 2020. The $50,000 aggregate principal amount was repurchased for cash at par plus accrued interest of $4,013. A summary of the carrying amounts of our Convertible Notes is listed below: Effective Interest Rate December 31, 2019 Convertible Note due March 13, 2020 5.00 % $ 5,000 Convertible Note due June 23, 2020 5.00 % 10,000 Total long-term convertible notes 15,000 Less: current portion 15,000 Long-term convertible notes, excluding current portion $ — Sponsorship Agreements In 2017 the Company executed fifteen financial sponsorship agreements (“Sponsorship Agreements”) with various counterparties (“Sponsors”). With each Sponsorship Agreement, the Company received contributions in the form of cash or Bitcoin. In return, the Sponsors were eligible to receive repayment in the form of cash and cryptographic tokens that provide usability in our Catenis Enterprise product. The cash payment associated with each Sponsorship Agreement was variable and based on the amount of proceeds raised by the Company through the crowd sale campaign, in which the Company sold the cryptographic tokens in exchange for cash or cryptocurrency. The number of cryptographic tokens to be issued to each Sponsor is calculated as half of the Sponsor’s contribution amount divided by a price per cryptographic token equal to 65% of the crowd sale issuance price of a cryptographic token on the day of the crowd sale launch. Such obligation was contingent on the completion of the crowd sale. The crowd sale campaign began on June 27, 2018 and was completed on August 1, 2018 and raised $1,875. The Company was obligated to pay down the Sponsorship debt upon the completion of the crowd sale campaign. The Company accounts for the Sponsorship Agreements as liabilities at fair value with changes in the fair value recognized through earnings each reporting period. The cumulative fair value of our liability associated with the Sponsorship Agreements as of December 31, 2018 was $244,627 and was determined based on the amount of each sponsor’s contribution and the price at which our cryptographic tokens were sold during our crowd sale campaign. In March 2019, we executed mutual rescission and release agreements (“Release Agreements”) with all the Sponsors but one. In accordance with the Release Agreements, the Company and the Sponsors agreed to unwind and rescind each party’s obligations associated with the Sponsorship Agreements. As such, the Company repaid each Sponsor the amount of their original contribution. This resulted in a loss on extinguishment of the liabilities of $68,773 which is recorded in Other Expense (Income) within the Consolidated Statement of Operations. No cryptographic tokens, including the BCOT Tokens, were ever issued to the Sponsors. Upon execution of the Release Agreements, the associated Sponsorship Agreements were terminated. The liability associated with the one outstanding Sponsorship Agreement as of December 31, 2020 and 2019 was determined to be $20,000 and was determined based on the ongoing legal matter (see Note 8 for further details). U.S. Small Business Administration Loan and Advance On April 16, 2020, the Company received a loan under the U.S. Small Business Administration’s Paycheck Protection Program from Citibank, N.A. related to the COVID-19 crisis in the amount of $40,900 (the “PPP loan”). Under the PPP loan, the loan has a fixed interest rate of 1% per annum, a maturity date two years from the date of the funding of the loan, and deferral of payments for six months. Pursuant to the terms of the PPP loan, the Company may apply for forgiveness of the loan in an amount equal to the sum of the following costs incurred by the Company during period beginning on the date of first disbursement of the loan and ending on the earlier of (a) the date that is 24 weeks after the date of funding or b) December 31, 2020: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of PPP loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 40% of the amount forgiven can be attributable to non-payroll costs. The Company used the proceeds for purposes consistent with the PPP and expects the loan to be forgiven. In addition to the SBA Loan, the Company received an advance of $2,000 ($1,000 per eligible employee). This advance was from the Small Business Administration Economic Injury Disaster Loans (“EIDL Advance”). The Company intends to use the proceeds for purposes consistent with the PPP loan and expects the EIDL Advance to also be forgiven. Until approval of forgiveness is obtained, the Company has also recorded this within Paycheck Protection Program Loan as a loan payable and will record a gain on extinguishment of debt upon approval.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 – Income Taxes As of December 31, 2020, the Company has federal and state net operating loss carryforwards of approximately $2.3 million and capital loss carryovers of approximately $5.4 million. Pursuant to provisions of the 2017 Tax Cut and Jobs Act, the net operating losses originating in years after 2017 totaling approximately $2.2 million can be carried forward indefinitely. The 2017 net operating loss carryforward of approximately $83,000 will expire in 2037. The capital loss carryovers can be carried forward 5 years and have expiration date ranging from 2023 to 2025. For the years ended December 31, 2020 and 2019, the Company only paid state minimum taxes which is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate consists of the following: December 31, 2020 2019 Statutory federal income tax rate 21 % 21% Tax computed at statutory federal income tax rate $ (93,066 ) (276,800) State taxes (159,567 ) (114,088) Digital assets impairment — 6,732 Meals and entertainment 93 248 SEC civil penalty — 52,500 Net operating loss 43,080 30,691 Additional capital losses (426,890 ) (775,360) Valuation allowance 637,352 1,076,521 Income tax expense $ 1,002 $ 444 The tax effects of the temporary differences and carryforwards that give rise to deferred tax assets consist of the following: December 31, Deferred Tax Assets: 2020 2019 Net operating loss carry over $ 484,921 $ 312,602 Capital losses carry over 1,128,760 813,602 State tax 370,937 238,237 Others 168,581 151,596 Total deferred tax assets 2,153,199 1,516,037 Less: Valuation allowance (2,153,199 ) (1,516,037) Deferred tax assets, net of valuation allowance $ — $ — The Company has determined, based upon available evidence, that it is not more likely than not that, the net deferred tax asset will be realized and, accordingly, has provided a full valuation allowance against all components of the deferred tax asset. Based on this analysis, the Company determined that a valuation allowance of $2,153,199 and $1,516,037 was required as of December 31, 2020 and 2019, respectively. The Company has no uncertain tax positions related to federal and state income taxes. The 2017 and subsequent federal and state tax returns for the Company remain open for examination. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense. On March 27, 2020, the President of the United States signed the Coronavirus Aid Relief and Economic Security Act (“CARES Act”). The CARES Act provides several provisions that effect businesses from an income tax perspective. Due to the history of the tax losses, most of the CARES Act provisions have minor benefit to the Company.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 – Commitments and Contingencies Legal Proceedings The Company may be involved in various lawsuits, claims and proceedings incidental to the ordinary course of business. The Company accounts for such contingencies when a loss is considered probable and can be reasonably estimated. SEC Settlement On December 18, 2019, the Company entered into a settlement agreement with the SEC (the “Settlement Agreement”) related to the determination by the SEC that BCOT Tokens were “securities”. Pursuant to the Settlement Agreement, the Company agreed to the following: • File a Form 10 to register the BCOT Tokens as a class of securities and maintain timely filings of all reports required by Section 13(a) of the Securities Act of 1934 for at least one year from the date the Form 10 becomes effective (the “Effective Date”) and continue these filings until the Company is eligible to terminate its registration. • Distribute a refund claim form to any person or entity that purchased BCOT Tokens in the ICO before and including July 31, 2018 to recover the consideration paid for the BCOT Tokens, including interest, as described below. • Provide monthly reports to the SEC which include the amount of the claims paid, and any claims not paid as well as the reasons for non-payment. • Pay a penalty of $250,000 to the SEC. • Submit to the SEC a final report of its handling of all claims received within seven months from the Effective Date of the Form 10 filing In conjunction with the Settlement Agreement with the SEC, parties who obtained BCOT Tokens from the Company on or before July 31, 2018 (the “Potential BCOT Token Claimants”) are entitled to a refund in the amount of consideration paid, plus interest, less the amount of any income received thereon. The Company must distribute by electronic means claim forms to the Potential BCOT Token Claimants within 60 days of the filing (the “Rescission Offer”) of the Company’s registration statement on Form 10 or the date that the Form 10 becomes effective, whichever is sooner. The Form 10 became effective on July 31, 2020 and the Company was given an extension of 3 weeks to distribute the Notice & Claim Form. The company distributed by electronic means the notice and claim form on August 21, 2020. The Potential BCOT Token Claimants must submit claims forms within three months of this date, February 21, 2021 (the “Claim Form Deadline”). The Company must settle all valid claims within three months of the Claim Form Deadline. The total amount of Digital Assets and cash received from the Potential BCOT Token Claimants was initially recorded as a liability (BCOT Token Delivery Obligation) in the accompanying Consolidated Balance Sheets. The amount payable as of December 31, 2020 is $12,982,170, consisting of the amount received from customers of $12,473,200, plus interest of $547,853, less amounts refunded of $38,883. The amount payable as of December 31, 2019 is $12,935,333, consisting of the amount received from customers of $12,473,200, plus interest of $501,016, less amounts refunded of $38,883. Of the $38,333 refunded, $11,001 and $27,882 were refunded in 2019 and 2018, respectively. The Company has recorded the liability in BCOT Token Refund Liability and the interest component in Accounts Payable and Accrued Expenses on the Consolidated Balance Sheets. The amount of interest the Company will be obligated to pay is dependent upon the amount of valid refund claims submitted by the Potential BCOT Token Claimants and is calculated claims using the One Year Treasury yield for the applicable periods cash and Digital Assets were held. In addition, if certain holders of BCOT Tokens affirmatively reject or fail to accept the Rescission Offer, they may have a right of rescission under the Securities Act of 1933 (the “Securities Act”) after the expiration of the Rescission Offer. Consequently, should any offerees reject the Rescission Offer, expressly or by failing to timely return a claim, the Company may continue to be potentially liable under the Securities Act for the purchase price or for certain losses if the BCOT Tokens have been sold. It may also be possible that by not disclosing that the BCOT Tokens were unregistered, and that they may face resale or other limitations, the Company may face contingent liability for noncompliance with applicable federal and state securities laws. Additionally, the Company may pay additional fines or penalties or other amounts in other jurisdictions. With regards to the penalty of $250,000 the Company recorded the expense in 2019, upon receipt of the communications from the SEC and final payment was made on July 14, 2020. Sponsor Litigation One of the Sponsors who executed a Sponsorship Agreement with the Company in the amount of $20,000 has filed suit against the Company asserting claims of breach of contract. The amount of monetary damages sought is unclear from the complaint. The Company believes the claims are without merit and seeks to dismiss the case and to contest the matter as may be required. The Company believes that the potential loss in this case is the $20,000 per the Sponsorship Agreement and continues to accrue the Sponsorship Liability. Other than with respect to the matters described above, we are not aware of any pending or threatened claims. However, we cannot assure you that any such claim will not be asserted in the future or that the claimant in any such action will not prevail. The possibility that such claims may be asserted in the future will continue until the expiration of the applicable federal and state statutes of limitations. If the payment of additional rescission claims or fines is significant, it could have a material adverse effect on our cash flow, financial condition or prospects and the value of the BCOT Tokens.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 9 – Related Party Transactions In the ordinary course of business, the Company has contracted entities that are owned or operated by the Company’s officers for software development. During the years ended December 31, 2020 and 2019, the Company paid $138,132 and $126,656, respectively, to related parties for software development and consulting services. As of December 31, 2020, and 2019, respectively, $11,513 and $11,511 was due to a related party, a company owned by a relative of an officer of the Company, Hiades Technologia LTDA, for software development services performed and is included in Accounts Payable and Accrued Expenses in the Consolidated Balance Sheets.

BCOT Tokens

BCOT Tokens	12 Months Ended
	Dec. 31, 2020
Notes to Financial Statements
BCOT Tokens	Note 10 – BCOT Tokens The BCOT Token is issued on the Bitcoin blockchain which was expected to be utilized in connection with Catenis. As part of its private pre-sale and subsequent crowd sale, the Company obtained Cash, Bitcoin, Ether, Tether, and Bitcoin Cash from November 2017 through early August 2018 totaling $12,445,318 million for BCOT Tokens which was recorded as liability (the “BCOT Token Delivery Obligation”) until such time as the BCOT Tokens were delivered in the first quarter of 2019. These transactions resulted in the SEC settlement discussed in Note 8 and the BCOT Token Refund Liability.

Equity

Equity	12 Months Ended
	Dec. 31, 2020
Equity [Abstract]
Equity	Note 11 - Equity In May 2020, the Company amended the Certificate of Incorporation of BCoT to increase the authorized shares to sixty million, consisting of fifty million shares of common stock, par value $0.0001 per share, and ten million shares of preferred stock, par value of $0.0001 per share. Previously, only five million common stock shares were authorized and no preferred shares. Except as otherwise provided by law, the shares of stock of BCoT, regardless of class, may be issued by the Company from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 12 – Subsequent Events The Company has evaluated subsequent events through March 29, 2021, which is the date the Consolidated Financial Statements were available to be issued, and determined that the company did file the first monthly report on the claims process to the SEC on March 23, 2021. No other material subsequent events have occurred.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Accounting Policies [Abstract]
Basis of presentation	The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) as determined by Financial Accounting Standards Board (the “FASB”) within its Accounting Standards Codification (“ASC”) and under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying consolidated financial statements includes the accounts of BCoT and its 100% owned subsidiary. All intercompany transactions have been eliminated in consolidation.
Use of estimates	The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ significantly from those estimates. The most significant accounting estimates inherent in the preparation of the Company's consolidated financial statements includes the fair values of the BCOT Token Refund Liability and Digital assets, including the impairment assessments, as well as, estimates related to Stock Based Compensation.
Consulting fees and licensing revenue	The Company’s revenue is derived from consulting fees related to customer specific software implementation and licensing revenue earned by the Company and totaled $0 and $350 for the years ended December 31, 2020 and December 31, 2019, respectively. The Company recognizes the revenue earned once the service has been performed.
BCOT tokens revenue recognition	The Company issued BCOT Tokens for use by customers in Catenis. From December 2017 through early July 2018, the Company obtained Ether, Bitcoin, Bitcoin Cash and Tether from customers totaling approximately $11,863,530 and cash of $609,670 in exchange for the BCOT Tokens. The Company evaluated the terms of sale of the BCOT Tokens and determined that, when sold, a BCOT Token represents an obligation of the Company with counterparties that were determined to be customers. Therefore, the Company determined that BCOT Tokens, when sold by the Company, are akin to prepayments of future services and are treated as deferred revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Pursuant to the terms of the BCOT Tokens, there is no form of partnership, joint venture, agency or any similar relationship between a holder of a BCOT Token and the Company. Except as noted below, BCOT Tokens are non-refundable and do not pay interest and have no maturity date. BCOT Tokens confer only the right to be used to power the Catenis platform, BCoT’s product, and confer no other rights of any form with respect to the Company, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights. Subsequent to the distribution of BCOT Tokens to customers, the associated liability to deliver the BCOT tokens was satisfied. No additional BCOT Tokens were sold by the Company since this distribution. Subsequent to the distribution noted above, and pursuant to the Settlement Agreement (as defined and described further in Note 8), the Company is obligated to refund amounts raised from the sale of BCOT Tokens if valid claims are submitted and may incur other fines and penalties. As of December 31, 2020, the Company estimated the amount of refunds to be paid to claimants at $12,982,170, which includes $547,853 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Consolidated Balance Sheets (see Note 8). As of December 31, 2019, the Company estimated the amount of refunds to be paid to claimants at $12,935,333, which includes $501,016 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Consolidated Balance Sheets (see Note 8).
Concentrations of credit risk and off-balance sheet risk	The Company is subject to concentration of risk with respect to the Digital Assets which are held in digital wallets. Private keys, which provide access to the Digital Assets, are held in secured vaults at banking institutions and a limited number of digital wallets. The Digital Assets are exchanged for United States Dollars (USD) in the normal course of business so that the Company may meet its operational needs. The Digital Assets are not insured and the exchange rate of the digital assets to USD experiences significant volatility.
Software development costs	The Company capitalizes costs related to software developed or obtained for internal use in accordance with the ASC 350-40, Internal-Use Software (“ASC 350-40”). The following illustrates the various stages and related processes of computer software development in accordance with ASC 350-40: Preliminary project stage: (a) conceptual formulation of alternatives; (b) evaluation of alternatives; (c) determination of existence of needed technology; and (d) final selection of alternatives. Internal and external costs incurred during the preliminary project stage are expensed as incurred. Application development stage: (a) design of chosen path, including software configuration and software interfaces; (b) coding; installation to hardware; and (d) testing, including parallel processing phase. Internal and external costs incurred to develop internal-use computer software during the application development stage are capitalized. Post-implementation-operation stage: (a) training; and (b) application maintenance. Internal and external costs incurred during the post-implementation-operation stage are expensed as incurred. Certain costs incurred are considered enhancements, modifications to existing internal-use software that result in additional functionality. Enhancements normally require new software specifications and may also require a change to all or part of the existing software specifications. When this additional functionality is determinable, the related costs are capitalized. Otherwise, costs are expensed as incurred. Capitalization of internal-use software costs ceases when a computer software project is substantially complete and ready for its intended use. The Company begins amortization when the product is available for general release or use. The Company has developed and continues to enhance Catenis, a platform, or web services layer, designed to improve upon existing blockchain technology, including its security and ease of use. The technology primarily assists with four blockchain-based services: 1) message transmission, 2) message logging, 3) digital asset generation, and 4) digital asset transfer. Due to the significant hurdles during development and launch of Catenis, market adoption and recovery of the development costs is uncertain. Accordingly, the Company expensed $269,174 and $239,339 of software development costs in the years ended December 31, 2020 and 2019, respectively.
Income taxes	Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. The Company files a consolidated tax return, which incorporates the limited liability company subsidiary.
Distinguishing liabilities from equity	The Company relies on the guidance provided by ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), to classify the sponsorship agreements. The Company first determines whether a financial instrument should be classified as a liability. The Company will apply the liability classification if the financial instrument is mandatorily redeemable, or if the financial instrument, other than outstanding shares, embodies a conditional obligation that the Company must or may settle by issuing a variable number of its equity shares. If the Company determines that a financial instrument should not be classified as a liability, the Company determines whether the financial instrument should be presented between the liability section and the equity section of the balance sheet. The Company will determine temporary equity classification if the redemption of the financial instrument is outside the control of the Company (i.e., at the option of the holder). Otherwise, the Company accounts for the financial instrument as permanent equity. At issuance, the Company records its financial instruments classified as liability, temporary equity or permanent equity at fair value, or consideration received, whichever is more determinable. The Company records its financial instruments (the Sponsorship Loans) classified as liabilities under ASC 480 at their fair value at the end of each reporting period. The changes in fair value of these financial instruments are recorded as other expense/income. For the years ended December 31, 2020 and 2019, there were no changes to the fair value of financial instruments classified as liabilities under ASC 480 until such time as they were extinguished (see Note 6).
Stock-based compensation	The Company accounts for stock-based compensation to employees and non-employees in conformity with the provisions of ASC 718, Stock Based Compensation. The Company expenses stock-based compensation to employees and non-employees over the requisite service period based on the estimated grant-date fair value of the awards. The Company accounts for forfeitures as they occur. Stock-based awards are recognized on a straight-line basis over the requisite service period. Common shares issued to third parties for services provided are valued based on the estimated fair value of the Company’s common shares. All stock-based compensation costs are recorded in selling, general and administrative expenses in the consolidated statements of operations. To date, stock-based compensation is immaterial to the consolidated financial statements.
Fair value measurement	The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy under ASC 820 are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The fair values of cash, accounts payable, convertible debt, sponsorship agreements, U.S. Small Business Loan and Advance, and the BCOT Token Obligation (as defined and described further in Note 10) approximate their stated amounts because of the short maturity of these financial instruments from the balance sheet date. Sponsorship agreements are carried at fair value and based on Level 2 inputs.
Intangible assets	Digital Assets held by the Company consist of Ethers, Bitcoins and Bitcoin Cash and are included in current assets in the Consolidated Balance Sheets. Digital assets such as Bitcoins, Ethers, and Bitcoin Cash are digital currencies considered cryptocurrencies that are not fiat currencies (i.e., a currency that is backed by a central bank or a national, supra- national or quasi-national organization) and are not backed by hard assets or other credits. Digital currencies are not financial assets because they are not an ownership interest in a company, or a contract establishing a right or obligation to deliver or receive cash or another financial instrument. Since they lack physical substance and have no limit on the useful life, digital currencies are considered to be indefinite-lived intangible assets under ASC 350, Intangibles–Goodwill and Other. Indefinite-lived intangible assets are not subject to amortization. Instead, they are tested for impairment on an annual basis and more frequently if events or circumstances change that indicate that it’s more likely than not that the asset is impaired. As a result, the Company will only recognize decreases in the value of its Digital Assets, and any increase in value will be recognized upon disposition. Ether, Bitcoin, Bitcoin Cash are traded on exchanges in which there are observable prices in an active market, the Company views a decline in the quoted price below the cost to be an impairment indicator. The quoted price and observable prices for Ether, Bitcoin, and Bitcoin Cash are determined by the Company using a principal market analysis in accordance with ASC 820, Fair Value Measurement. When the Company evaluates Ethers, Bitcoins, and Bitcoin Cash for impairment under ASC 350, Intangible – Goodwill and Other, each acquisition of Ether, Bitcoin, and Bitcoin Cash is considered a separate unit of account. The Company tracks the cost of each unit of Ether, Bitcoin, and Bitcoin Cash when received or purchased, when performing impairment testing and upon disposition either through sale or exchanged for goods or services. The realized gain or loss on sale of Digital Assets is included in a separate financial statement line item in the Consolidated Statements of Operations, while impairment of Digital Assets is included in operating expenses because of the nature of the assets. From November 2017 through early August 2018, the Company received four types of digital currencies, Bitcoins, Ethers, Tether, and Bitcoin Cash related to its token offering (See Note 4). The Company obtains the equivalency rate of the digital currencies to USD based on a global exchange rate from public exchange Gemini. As of December 31, 2020, and December 31, 2019, the Company’s adjusted cost basis was $1,362,066 and $1,862,988, respectively. During the year ended December 31, 2020, the Company recognized no impairment losses. During the year ended December 31, 2019, the Company recognized $32,059 of impairment losses. Please refer to Note 4 for additional information about Digital Assets.
Loss per common share	Basic loss per share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per share (“Diluted EPS”) is computed by dividing the net loss by the weighted average number of common shares outstanding during the reporting period while also giving effect to all potentially dilutive common shares that were outstanding during the reporting period. For the years ended December 31, 2020 and 2019, the Company reported a net loss and as a result, basic and diluted loss per common share are the same. Therefore, in calculating net loss per share amounts, shares underlying the potentially dilutive common stock equivalents were excluded from the calculation of diluted net income per common share because their effect was anti-dilutive. The potentially dilutive common stock equivalents at December 31, 2020 and 2019 were 139,708 and 76,292, respectively, and were not included in diluted EPS in periods in which the Company had a Net Loss, as their effect would be anti-dilutive.
Adoption of recent accounting pronouncements	The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption.

Digital Assets (Tables)

Digital Assets (Tables)	12 Months Ended
	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Changes in digital assets	Ether Bitcoin Bitcoin Cash Tether Total Balance at December 31, 2018 $ 1,286,395 $ 1,300,265 $ 1,259 $ 122,950 $ 2,710,869 Sale of Digital Assets (555,626 ) (137,246 ) — (122,950 ) (815,822) Impairment (32,059 ) — — — (32,059) Balance at December 31, 2019 698,710 1,163,019 1,259 — 1,862,988 Sale of Digital Assets (323,537 ) (177,385 ) — — (500,922) Impairment — — — — — Balance at December 31, 2020 $ 375,173 $ 985,634 $ 1,259 $ — $ 1,362,066

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2020
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued expenses	December 31, December 31, 2020 2019 Accrued interest on token refund liability $ 547,853 $ 501,016 Legal and professional services 31,018 2,000 Accrued legal settlement (Note 8) — 187,500 Software development 32,795 11,511 Other accrued liabilities 515 8,116 Credit card payable 5,547 4,325 Total Accounts Payable and Accrued Expenses $ 617,729 $ 714,468

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2020
Debt Disclosure [Abstract]
Convertible Notes	Effective Interest Rate December 31, 2019 Convertible Note due March 13, 2020 5.00 % $ 5,000 Convertible Note due June 23, 2020 5.00 % 10,000 Total long-term convertible notes 15,000 Less: current portion 15,000 Long-term convertible notes, excluding current portion $ —

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Reconciliation of US statutory rate to effective tax ratr	December 31, 2020 2019 Statutory federal income tax rate 21 % 21% Tax computed at statutory federal income tax rate $ (93,066 ) (276,800) State taxes (159,567 ) (114,088) Digital assets impairment — 6,732 Meals and entertainment 93 248 SEC civil penalty — 52,500 Net operating loss 43,080 30,691 Additional capital losses (426,890 ) (775,360) Valuation allowance 637,352 1,076,521 Income tax expense $ 1,002 $ 444
Deferred tax assets	December 31, Deferred Tax Assets: 2020 2019 Net operating loss carry over $ 484,921 $ 312,602 Capital losses carry over 1,128,760 813,602 State tax 370,937 238,237 Others 168,581 151,596 Total deferred tax assets 2,153,199 1,516,037 Less: Valuation allowance (2,153,199 ) (1,516,037) Deferred tax assets, net of valuation allowance $ — $ —

Organization and Nature of Op_2

Organization and Nature of Operations (Details Narrative) - pure / BTC	8 Months Ended	12 Months Ended
	Jul. 31, 2018	Dec. 31, 2020
Incorporation		Jul. 15, 2015
BCOT tokens sold	12,473,200
BCOT Global Holdings
Ownership interest in subsidiary		100.00%

Financial Condition and Manag_2

Financial Condition and Management's Plans (Details Narrative) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 20,257	$ 30,134
Working capital deficit	(11,686,278)
Stockholders' deficit	(11,728,183)	(11,285,030)	$ (9,966,949)
Accumulated deficit	$ (11,729,074)	$ (11,285,903)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	8 Months Ended	12 Months Ended
	Jul. 31, 2018	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Revenue, net			$ 350
Bitcoin received	$ 11,863,530
Cash received	$ 609,670
Refunds to be paid to claimants		12,982,170	12,935,333
Accrued interest		547,853	501,016
Adjusted cost basis		1,362,066	1,862,988
Impairment losses			$ 32,059
Potentially dilutive coomon stock equivalents		139,708	76,292
Software development costs		$ 269,174	$ 239,339

Digital Assets - (Details)

Digital Assets - (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Digital assets balance	$ 1,362,066	$ 1,862,988	$ 2,710,869
Sale of digital assets	(500,922)	(815,822)
Impairment		32,059
Ether
Digital assets balance	375,173	698,710	1,286,395
Sale of digital assets	(323,537)	(555,626)
Impairment		(32,059)
Bitcoin
Digital assets balance	985,634	1,163,019	1,300,265
Sale of digital assets	(117,385)	(137,246)
Impairment
Bitcoin Cash
Digital assets balance	1,259	1,259	1,259
Sale of digital assets
Impairment
Tether
Digital assets balance			$ 122,950
Sale of digital assets		(122,950)
Impairment

Digital Assets (Details Narrati

Digital Assets (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)pure / BTC	Dec. 31, 2019USD ($)pure / BTC	Jun. 25, 2018pure / BTC
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Net gain on sale of digital assets	$ (531,155)	$ (164,318)
BCOT tokens created			553,262,386
BCOT tokens distributed	69,160,720	68,922,624
BCOT tokens in holding	484,101,666	484,339,762

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables and Accruals [Abstract]
Accrued interest on token refund liability	$ 547,853	$ 501,016
Legal and professional services	31,018	2,000
Accrued legal settlement		187,500
Software development	32,795	11,511
Other accrued liabilities	515	8,116
Credit card payable	5,547	4,325
Total accounts payable and accrued liabilities	$ 617,729	$ 714,468

Debt - (Details)

Debt - (Details)	Dec. 31, 2019USD ($)
Convertible notes	$ 15,000
Less: current portion	15,000
Long-term convertible notes, excluding current portion
Convertible Note One due March 13, 2020
Convertible notes	$ 5,000
Convertible notes, effective interest rate	5.00%
Convertible Note Two due June 23, 2020
Convertible notes	$ 10,000
Convertible notes, effective interest rate	5.00%

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended		24 Months Ended
	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Apr. 16, 2020	Dec. 31, 2018
Loss on extinguishment of debt			$ 68,773
PPP Loan
Debt instrument terms		Under the PPP loan, the loan has a fixed interest rate of 1% per annum, a maturity date two years from the date of the funding of the loan, and deferral of payments for six months. Pursuant to the terms of the PPP loan, the Company may apply for forgiveness of the loan in an amount equal to the sum of the following costs incurred by the Company during period beginning on the date of first disbursement of the loan and ending on the earlier of (a) the date that is 24 weeks after the date of funding or b) December 31, 2020: payroll costs, any payment of interest on a covered mortgage obligation, payment on a covered rent obligation, and any covered utility payment. The amount of PPP loan forgiveness shall be calculated in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), although no more than 40% of the amount forgiven can be attributable to non-payroll costs.
Loan, face amount					$ 40,900
Loan, interest rate					1.00%
Loan, term		24 months
EIDLAdvance
Loan, face amount					$ 2,000
Seven Convertible Notes
Convertible notes, interest rate		5.00%
Convertible notes, conversion terms				The Convertible Notes are automatically convertible into preferred stock upon the occurrence of a Qualified Financing, defined within the Convertible Notes as an equity financing of the Company occurring after the date of issuance of the Convertible Note pursuant to which the Company sells and issues to an investor or multiple investors shares of preferred stock of the Company and in which gross aggregate proceeds to the Company from such equity financing exceeds $5 million (excluding any and all Convertible Notes which are converted). For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the price per share of the preferred shares sold that constitute the Qualified Financing. Additionally, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note on or after the maturity date of the Convertible Note if the Company does not consummate a Qualified Financing on or prior to the maturity date of the Convertible Note. For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the fair market value of a single share of common stock as of the maturity date of the Convertible Note. Lastly, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note immediately prior to the closing of the Sale of the Company if a Sale of the Company occurs on our prior to the Maturity Date. A “Sale of the Company” is defined within the Convertible Notes as (i) the reorganization, consolidation or merger of the Company in which the holders of the Company’s outstanding voting securities pre-closing of that event do not retain voting securities representing a majority of the voting power of the surviving entity, (ii) the sale, transfer or exclusive license of all or substantially all of the assets of the Company, or (iii) the sale of equity by the existing holders of capital stock of the Company the result of which is that more than fifty percent (50%) of the Company's outstanding voting securities immediately following such transaction are owned by persons or entities who were not equity holders of the Company immediately prior to any such transaction. For seven of the Convertible Notes, the conversion price of this feature is a 15% discount to the price per share of the common stock paid to the existing equity holders of the Company in connection with such Sale of the Company.
Two Convertible Notes
Convertible notes, interest rate		5.00%
Convertible notes, conversion terms				The Convertible Notes are automatically convertible into preferred stock upon the occurrence of a Qualified Financing, defined within the Convertible Notes as an equity financing of the Company occurring after the date of issuance of the Convertible Note pursuant to which the Company sells and issues to an investor or multiple investors shares of preferred stock of the Company and in which gross aggregate proceeds to the Company from such equity financing exceeds $5 million (excluding any and all Convertible Notes which are converted). For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the price per share of the preferred shares sold that constitute the Qualified Financing. Additionally, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note on or after the maturity date of the Convertible Note if the Company does not consummate a Qualified Financing on or prior to the maturity date of the Convertible Note. For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the fair market value of a single share of common stock as of the maturity date of the Convertible Note. Lastly, the Convertible Notes may be converted into common stock at the option of the holder of the Convertible Note immediately prior to the closing of the Sale of the Company if a Sale of the Company occurs on our prior to the Maturity Date. A “Sale of the Company” is defined within the Convertible Notes as (i) the reorganization, consolidation or merger of the Company in which the holders of the Company’s outstanding voting securities pre-closing of that event do not retain voting securities representing a majority of the voting power of the surviving entity, (ii) the sale, transfer or exclusive license of all or substantially all of the assets of the Company, or (iii) the sale of equity by the existing holders of capital stock of the Company the result of which is that more than fifty percent (50%) of the Company's outstanding voting securities immediately following such transaction are owned by persons or entities who were not equity holders of the Company immediately prior to any such transaction. For two of the Convertible Notes, the conversion price of this feature is a 20% discount to the price per share of the common stock paid to the existing equity holders of the Company in connection with such Sale of the Company.
Convertible Note One due March 13, 2020
Convertible notes, interest rate			5.00%
Convertible note, repurchase amount		$ 5,000
Convertible note, accrued interest		750
Convertible Note Two due June 23, 2020
Convertible notes, interest rate			5.00%
Convertible note, repurchase amount		10,000
Convertible note, accrued interest		1,500
Convertible Note Three due March 28, 2020
Convertible note, repurchase amount		50,000
Convertible note, accrued interest		5,833
Thee Convertible Notes
Convertible note, repurchase amount		50,000
Convertible note, accrued interest		4,013
Additional Thee Convertible Notes
Convertible note, repurchase amount		83,000
Convertible note, accrued interest		$ 7,110
Sponsorship Agreements
Debt instrument terms		With each Sponsorship Agreement, the Company received contributions in the form of cash or Bitcoin. In return, the Sponsors were eligible to receive repayment in the form of cash and cryptographic tokens that provide usability in our Catenis Enterprise product. The cash payment associated with each Sponsorship Agreement was variable and based on the amount of proceeds raised by the Company through the crowd sale campaign, in which the Company sold the cryptographic tokens in exchange for cash or cryptocurrency. The number of cryptographic tokens to be issued to each Sponsor is calculated as half of the Sponsor’s contribution amount divided by a price per cryptographic token equal to 65% of the crowd sale issuance price of a cryptographic token on the day of the crowd sale launch. Such obligation was contingent on the completion of the crowd sale. The crowd sale campaign began on June 27, 2018 and was completed on August 1, 2018 and raised $1,875. The Company was obligated to pay down the Sponsorship loans upon the completion of the crowd sale campaign.
Fair value liability						$ 244,627
Loss on extinguishment of debt	$ 68,773
Liability of outstanding agreement		$ 20,000	$ 20,000

Income Taxes - Reconciliation o

Income Taxes - Reconciliation of Statutory US Federal Rate to Effective Rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Statutory federal income tax rate	21.00%	21.00%
Tax computed at statutory federal income tax rate	$ (93,066)	$ (276,800)
State taxes	(159,567)	(114,088)
Digital assets impairment		6,732
Meals and entertainment	93	248
SEC civil penalty		52,500
Net operating loss	43,080	30,691
Additional capital losses	(426,890)	(775,360)
Valuation allowance	637,352	1,076,521
Income tax expense	$ 1,002	$ 444

Income Taxes - Deferred Tax Ass

Income Taxes - Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Net operation loss carryforwards	$ 484,921	$ 312,602	$ 83,000
Capital losses carry over	1,128,760	813,602
State tax	370,937	238,237
Others	168,581	151,596
Total deferred income tax asset	2,153,199	1,516,037
Less: valuation allowance	2,153,199	1,516,037
Total deferred income tax asset

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Federal and state operating loss carryforwards	$ 2,300,000
Capital loss carryover	$ 5,400,000
Net operating loss carryover, details	Pursuant to provisions of the 2017 Tax Cut and Jobs Act, the net operating losses originating in years after 2017 totaling approximately $2.2 million can be carried forward indefinitely. The 2017 net operating loss carryforward of approximately $83,000 will expire in 2037. The capital loss carryovers can be carried forward 5 years and have expiration date ranging from 2023 to 2025.
Net operation loss carryforwards	$ 484,921	$ 312,602	$ 83,000
Less: valuation allowance	$ 2,153,199	$ 1,516,037

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Apr. 01, 2019
Commitments and Contingencies Disclosure [Abstract]
SEC Penalty				$ 250,000
Settlement agreeement terms	In conjunction with the Settlement Agreement with the SEC, parties who obtained BCOT Tokens from the Company on or before July 31, 2018 (the “Potential BCOT Token Claimants”) are entitled to a refund in the amount of consideration paid, plus interest, less the amount of any income received thereon. The Company must distribute by electronic means claim forms to the Potential BCOT Token Claimants within 60 days of the filing (the “Rescission Offer”) of the Company’s registration statement on Form 10 or the date that the Form 10 becomes effective, whichever is sooner. The Form 10 became effective on July 31, 2020 and the Company was given an extension of 3 weeks to distribute the Notice & Claim Form. The company distributed by electronic means the notice and claim form on August 21, 2020. The Potential BCOT Token Claimants must submit claims forms within three months of this date, or February 21, 2021 (the “Claim Form Deadline”). The Company must settle all valid claims within three months of the Claim Form Deadline.
Account payable	$ 12,982,170	$ 12,935,333
Deposit received from customer	12,473,200	12,473,200
Accrued interest	547,853	501,016
Refunds given on investment	38,883	$ 11,001	$ 27,882
Lawsuit face amount	20,000
Potential loss from lawsuit	$ 20,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Payments to develop software	$ 138,132	$ 126,656
Due to related parties	$ 11,513	$ 11,511

BCOT Tokens (Details Narrative)

BCOT Tokens (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Aug. 01, 2018	Dec. 31, 2020	Dec. 31, 2019
Notes to Financial Statements
Establishment of BCOT Token refund liability	$ 12,445,318		$ 12,434,317

Equity (Details Narrative)

Equity (Details Narrative) - $ / shares	Dec. 31, 2020	May 13, 2020	Apr. 30, 2020	Dec. 31, 2019
Equity [Abstract]
Common Stock, Shares authorized	50,000,000	50,000,000	5,000,000	5,000,000
Common Stock, par value	$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Preferred Stock, Shares authorized	10,000,000	10,000,000	0	0
Preferred Stock, par value	$ 0.0001	$ 0.0001		$ .0001