Red Cat (RCAT) 10-Q 21 May 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 18, 2018
Document And Entity Information
Entity Registrant Name	TimefireVR Inc.
Entity Central Index Key	748,268
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		209,218,470
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets:
Cash	$ 1,161,773	$ 559,237
Investment in ether	43,400
Note receivable	120,000
Interest receivable	1,800
Accounts receivable		38
Prepaid expenses and other current assets	189,269	131,250
Total current assets	1,516,242	690,525
Other Assets:
Property and equipment, net	51,237	26,128
Deposit		33,500
Total Assets	1,567,479	750,153
Current Liabilities:
Accounts payable and accrued expenses	73,494	349,469
Demand obligation payable - related party		116,883
Convertible notes payable, net	1,777,326	1,564,814
Accrued interest	200,154	321,824
Short-term advance - related party		57,400
Total current liabilities	2,050,974	2,410,390
Long Term Liabilities:
Derivative liabilities	338,088	198,994
Total long term liabilities	338,088	198,994
Total liabilities	2,389,062	2,609,384
Commitments and Contingencies
Mezzanine Equity
Preferred Series A stock, par value $.01 per share, 134,00 shares authorized; 133,334 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively. Stated at redemption value.		1,500,004
Shareholders' Deficit:
Preferred Stock, par value $.01, 10,000,000 shares authorized all series	1,954	154
Obligation to issue common stock	7,667
Common stock, par value $.001 per share, 500,000,000 shares authorized; 155,601,804 and 47,269,804 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	155,602	47,270
Additional paid-in capital	2,205,830	(666,101)
Accumulated deficit	(3,192,636)	(2,740,558)
Total shareholders' deficit	(821,583)	(3,359,235)
Total Liabilities and Shareholders' Deficit	$ 1,567,479	$ 750,153

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	195,382	15,425
Preferred stock, shares outstanding	195,382	15,425
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	155,601,804	47,269,804
Common stock, shares outstanding	155,601,804	27,269,804
Mezzanine Equity Preferred Series A stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	134,000	134,000
Preferred stock, shares issued		133,334
Preferred stock, shares outstanding		133,334
Preferred Series A-1 stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	21,000	21,000
Preferred stock, shares issued		14,923
Preferred stock, shares outstanding		14,923
Preferred Series B stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	300,000	300,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Preferred Series C stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued		502
Preferred stock, shares outstanding		502
Preferred Series E stock
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares issued	195,382
Preferred stock, shares outstanding	195,382

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Revenues
Operating expenses:
Occupancy	3,095
Depreciation and amortization	868
Officer compensation	276,490	141,195
Professional fees	290,084	217,201
Other operating expenses	65,968	92,376
Total operating expenses	636,505	450,772
Loss from operations	(636,505)	(450,772)
Other income (expense):
Change in fair value of derivative liabilities	(268,928)	2,623,178
Loss in fair value of ether	(56,600)
Interest income	1,841
Interest expense	(162,134)	(31,491)
Total other income (expense)	(485,821)	2,591,687
Income (loss) from continuing operations	(1,122,326)	2,140,915
Gain on disposal of Timefire, LLC	670,428
Loss from discontinued operations	(180)	(712,223)
Income (loss) from discontinued operations	670,248	(712,223)
Income tax expense
Net income (loss)	$ (452,078)	$ 1,428,692
Basic net income (loss) per common share	$ 0	$ 0.03
Diluted net income (loss) per common share	$ 0	$ 0.02
Basic weighted average common shares outstanding	114,181,237	44,864,716
Diluted weighted average common shares outstanding	114,181,237	69,244,021

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating Activites:
Income (loss) from continuing operations	$ (1,122,326)	$ 2,140,915
Income (loss) from discontinued operations	670,248	(712,223)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	868	3,152
Common stock issued for services	71,339	32,500
Warrants and options issued for services	348,587	265,558
Change in derivative liabilities	268,928	(2,623,178)
Loss in fair value of ether	56,600
Restricted stock units issued for services		128,693
Interest expense from amortization of debt discount	25,670	5,910
Straight line non-cash rent expense		32,147
Gain on sale of subsidiary	(670,428)
Changes in operating assets and liabilities:
Interest receivable	136,645	28,936
Prepaid expenses and other current assets	(58,019)	(91,076)
Escrow fund		59,386
Deposits		78,000
Accrued interest	136,645	28,936
Accounts payable and accrued expenses	(71,166)	24,614
Net Cash Used in Operating Activities	(344,854)	(626,666)
Investing Activities:
Purchases of property and equipment	(52,105)
Proceeds from sale of subsidiary net of subsidiary cash	99,495
Purchases of ether	(100,000)
Net Cash Used in Investing Activities	(52,610)
Financing Activities:
Net proceeds from convertible notes payable	1,000,000	617,500
Net proceeds from convertible notes payable - related party		95,000
Net Cash Provided by Financing Activities	1,000,000	712,500
Net Increase in Cash	602,536	85,834
Cash - Beginning of Period	559,237	225,379
Cash - End of Period	1,161,773	311,213
Supplemental disclosure of non-cash investing and financing activities:
Issuance of Series E Preferred for Series A, A-1 and C Preferred and warrants	1,629,992
Issuance of Series E Preferred for convertible debt and accrued interest	939,966
Conversion of Series E Preferred stock to common stock	108,332
Conversion of Series C Preferred stock to common stock		1,300
Conversion of Series A-1 Preferred stock to common stock		3,752
Note receivable from sale of subsidiary	120,000
Supplemental disclosure of cash flow information:
Interest paid in cash		92
Income taxes paid in cash

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Cash Flows [Abstract]
Conversion of Series A-1 Preferred stock to common stock		$ 3,752

Summary of Significant Accounti

Summary of Significant Accounting Policies and Use of Estimates	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies and Use of Estimates	1. Summary of Significant Accounting Policies and Use of Estimates Basis of Presentation and Organization and Reorganization Effective September 13, 2016, TimefireVR Inc., a Nevada corporation (“Timefire,” “we,” “us,” “our” or the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement” or the “Merger”) through which it acquired Timefire LLC, a Phoenix-based virtual reality content developer and Arizona Limited Liability Company (“TLLC”). As consideration for the Merger, the Company issued the equity holders of TLLC a total of 41,400,000 shares of its common stock, and 2,800,000 five-year warrants exercisable at $0.58 per share for 100% of the membership interests of TLLC. As a result, the former members of TLLC owned approximately 99% of the then outstanding shares of common stock. On January 3, 2018, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) by and between the Company and Mitchell Saltz (“Saltz”). Pursuant to the terms of the Agreement, Saltz acquired all the membership interests of the Company’s subsidiary, Timefire LLC (“TLLC”). In consideration for entering in the Agreement, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing 6% annual interest maturing in nine months. Additionally, Saltz or TLLC assumed certain of the Company’s liabilities including a sublease agreement entered into by the Company, loans made by Saltz to the Company, a certain $100,000 senior convertible note of the Company dated March 3, 2017, a certain services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers, and certain credit card debts owed by the Company. On January 3, 2018, the Company purchased $100,000 of ether, the cryptocurrency offered by the Ethereum network. This purchase is the Company’s first material cryptocurrency purchase and signifies the start of the Company’s entry into the cryptocurrency business. The Company records its ether holdings at fair value per Coindesk.com as of the valuation date, and as a result, $56,600 in loss on fair value of ether was recorded for the three months ended March 31, 2018. Unaudited Interim Financial Statements The interim financial statements of the Company as of March 31, 2018 and 2017, and for the periods then ended, are prepared in accordance with the instructions to Form 10-Q. Accordingly, the accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2018 and the results of its operations and its cash flows for the periods ended March 31, 2018 and 2017. These results are not necessarily indicative of the results expected for the year ended December 31, 2018. The financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2018. The balance sheet as of December 31, 2017 has been derived from the audited financial statements included in that filing. Principles of Consolidation For accounting purposes, the Merger transaction was recorded as a reverse recapitalization, with TLLC as the accounting acquirer. Consequently, the historical pre-Merger financial statements of TLLC were then those of the Company. The financial statements for periods December 31, 2017 and prior include the accounts of the Company and TLLC. All significant intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee's activities are accounted for using the equity method where applicable. Reclassifications Certain reclassifications have been made in the March 31, 2017 financial statements to conform to the current period presentation, primarily relating to segregating continuing and discontinued operations. The reclassified financial statement items had no effect on net income for the period. For the three months ended March 31, 2017, the Company’s Statement of Operations and Cash Flows have been reclassified to the current presentation to reflect the discontinued operations resulting from the sale of TLLC. Discontinued Operations The Company has classified the operating results related to the TLLC virtual reality business, which was sold on January 3, 2018, as discontinued operations in the financial statements. As per SEC guidelines, the December 31, 2017 balance sheet has not been retrospectively adjusted to reflect discontinued operations. Such adjustment will be reflected when the December 31, 2017 balance sheet is first presented with annual financial statements that report discontinued operations. Discontinued operations consist of specifically identified expenses as follows: Three Months Ended March 31, March 31, 2018 2017 Revenues $ — $ — Operating expenses: Research and development — 448,891 Occupancy — 23,207 Depreciation and amortization — 3,152 Officer compensation — 212,856 Professional fees — 500 Other operating expenses — 20,171 Total operating expenses — 708,777 Loss from operations — (708,777 ) Other income (expense): Gain on disposal of Timefire, LLC 670,428 — Interest income — 2 Interest expense (180 ) 3,448 Total other income (expense) 670,248 (3,446 ) Income (loss) from continuing operations 670,248 (712,223 ) Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates of the Company include accounting for depreciation and amortization, derivative liabilities, accruals and contingencies, the fair value of the Company’s common stock and the estimated fair value of warrants. Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured. Cash and Cash Equivalents The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents. We place our cash and cash equivalents with major financial institutions. Such amounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). From time to time, balances may exceed FDIC coverage limits. Property and Equipment Property and equipment is recorded at cost reduced by accumulated depreciation. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred. The estimated useful lives of property and equipment are: · Office furniture and equipment 5 years Impairment of Long-Lived Assets and Intangible Assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 360-10, "Property, Plant, and Equipment," "primary asset" Business Segments ASC 280, "Segment Reporting" "management approach" Research and Development Costs Research and development costs, including design, development and testing of software, are expensed as incurred. Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes Stock-Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options and restricted stock awards. Equity instruments (“Instruments”) issued to non-employees are recorded on the basis of the fair value of the Instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such Instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the Instruments are vested. The measured fair value related to the Instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505. Net Income (Loss) Per Share Basic earnings per share does not include dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. As of March 31, 2018 and 2017, there were total shares of 258,424,724 and 24,379,305, respectively, issuable upon conversion of preferred stock, exercise of warrants and options. Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Financial instruments classified as Level 1 - quoted prices in active markets include cash. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2018. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses. Derivative Liabilities The Company issued common stock purchase warrants in September 2016 in conjunction with the Merger Agreement. Additional warrants were issued in March and August 2017 as part of private placement offerings. Warrants were also issued in March 2018 as part of a private placement offering (see Note 5) and per an advisory agreement (see Note 7). In accordance with ASC No. 480, Distinguishing Liabilities from Equity The fair value of the warrants at March 31, 2018 and December 31, 2017 was $338,088 and 198,994, respectively. The difference has been recorded as a change in change in fair value of derivatives.

Going Concern

Going Concern	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	2. Going Concern The Company has incurred losses since inception and requires additional funds for future operating activities. The Company’s selling activity has not reached a level of revenue sufficient to fund its operating activities. These factors create an uncertainty as to how the Company will fund its operations and maintain sufficient cash flow to operate as a going concern. The combination of these factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in response to these factors include the issuances of debt in exchange for cash such as that which is described in Note 5, Convertible Notes Payable. The Company’s ability to meet its cash requirements in the next year is dependent upon obtaining additional financing. If this is not achieved, the Company will be unable to obtain sufficient cash flow to fund its operations and obligations, and as a result there is substantial doubt the Company will be able to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, and accordingly, do not include any adjustments relating to the recoverability and classification of recorded asset amounts; nor do they include adjustments to the amounts and classification of liabilities that might be necessary should the Company be unable to continue operations or be required to sell its assets.

Gain on Disposal of Timefire LL

Gain on Disposal of Timefire LLC	3 Months Ended
	Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]
Gain on Disposal of Timefire LLC	3. Gain on Disposal of Timefire LLC As discussed in Note 1, on January 3, 2018, the Company entered into the Agreement. Pursuant to the terms of the Agreement, Mr. Saltz acquired all the membership interests of TLLC. In consideration for entering into the Agreement, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing 6% annual interest that matures in nine months. Additionally, Mr. Saltz and TLLC each assumed certain of the Company’s liabilities including a sublease agreement entered into by the Company, loans made by Mr. Saltz to the Company, a certain $100,000 senior convertible note from the March 2017 Notes, as defined below, a certain services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers, and certain credit card debts owed by the Company. Total gross proceeds from the sale were $220,000, including the cash payment and secured promissory note, plus $510,599 in liabilities relieved, less $60,171 of assets sold to TLLC resulted in a gain on disposal of $670,428. Assets sold: Cash (505 ) Property & equipment, net (26,128 ) Accounts receivable (38 ) Deposit (33,500 ) (60,171 ) Liabilities relieved: Accounts payable & accrued expenses 204,809 Demand obligation payable - related party 116,883 Convertible notes payable 100,000 Accrued interest 31,507 Short-term advance - related party 57,400 510,599 Additional consideration: Note receivable 120,000 Cash 100,000 220,000 Gain on disposal of Timefire, LLC 670,428 The gain on disposal is included in the income from discontinued operations on the profit and loss statement for the three months ended March 31, 2018.

Investment in Ether

Investment in Ether	3 Months Ended
	Mar. 31, 2018
Investments, Debt and Equity Securities [Abstract]
Investment in Ether	4. Investment in Ether On January 3, 2018, the Company purchased $100,000 of ether, the cryptocurrency offered by the Ethereum network. The fair value of ether on March 31, 2018 was $43,400 and the Company took a charge to operations of $56,600 in the three months ended March 31, 2018.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
Convertible Notes Payable	5. Convertible Notes Payable On March 6, 2017, the Company closed on a private placement offering with institutional investors and one of the Company’s former directors pursuant to which the Company issued and sold the investors senior convertible notes (the “March 2017 Notes”) in the aggregate principal amount of $750,000, with an original issue discount of 5%, for gross proceeds to the Company of $712,500 prior to payment of $20,000 in reimbursement of legal fees of the lead investor. The March 2017 Notes matured on September 3, 2017 with an initial interest rate of 8%, and a default interest rate of 18% which became effective as of the maturity date. On the maturity date, the Company was obligated to repay an amount equal to 120% of outstanding principal and accrued interest. On the maturity date (and subsequently, if the holders elect to extend the maturity date), the investors may elect to convert the Notes into the common stock of the Company at $0.30 per share, subject to adjustment (the “Conversion Price”). As additional consideration, the Company issued the investors a total of 2,500,000 five-year warrants to purchase the Company’s common stock, which are exercisable on or after the maturity date at $0.35 per share. The Company failed to pay the March 2017 Notes on the maturity date, which date the investors did not elect to extend. On August 18, 2017, the Company closed on an offering of convertible notes and warrants on terms substantially identical to the March 6, 2017 financing. The purchasers are the same investors as in the March 2017 Notes except for the former director who did not participate in this financing. The Company received $60,000 in net proceeds from the issuance of $63,158 of convertible notes (the “August 2017 Notes”). Additionally, the Company issued the investors a total of 210,526 five-year warrants exercisable at $.35 per share. The Company failed to pay the August 2017 Notes when due on September 3, 2017. The March 2017 Notes and August 2017 Notes and accompanying warrants were converted on January 3, 2018 into Series E Preferred stock. See Note 8. On October 27, 2017, the Company closed on an offering of convertible notes with two institutional investors in the principal amount of $70,000 (the “October 2017 Notes”). The October 2017 Notes matured on November 29, 2017 and bear interest at 8% per annum. On the maturity date, the Company was obligated to repay an amount equal to 120% of the outstanding principal and accrued interest. The investors may elect to convert the October 2017 Notes into common stock of the Company at $.03 per share. The Company failed to pay these October 2017 Notes when due. On December 21, 2017, the Company closed on an offering with three institutional investors pursuant to which the Company issued and sold convertible notes in the aggregate principal amount of $703,947 (the “December 2017 Notes”). The December 2017 Notes had an original issue discount of 5%, for proceeds to the Company in the amount of $668,750. The notes matured on January 20, 2018, bear interest at 8%, and require the repayment of 120% of principal and accrued interest at maturity. The investors may elect to convert the December 2017 Notes into common stock of the Company at $.03 per share. On March 6, 2018, the holders of the October 2017 Notes and December 2017 Notes agreed to extend the due date of these notes to April 15, 2019 as discussed below. On March 6, 2018, The aggregate principal amount of the above described notes is $1,826,579, which is shown in the accompanying balance sheet as of March 31, 2018, net of $49,253 debt discount, as convertible notes payable-net. Accrued interest amounted to $200,154 as of that date and interest expense aggregated $162,314 for the three months ended March 31, 2018.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	6. Related Party Transactions On March 6, 2017, the Company issued one of the March 2017 Notes to a former director as an investor for $100,000. The Company’s obligation under the March 2017 Notes was cancelled on January 3, 2018 as described below. On June 2, 2017, the Company entered into an agreement with an entity managed by a former director of the Company to provide services to the entity. A retainer deposit of $57,400 was received, and services were to be initiated within sixty days. The Company’s obligation under this agreement was cancelled on January 3, 2018 as described below. During the year ended December 31, 2017, the Company received advances totaling $116,883 from a related party, an original TLLC investor. These advances are not evidenced by a promissory note, and are non-interest bearing. The Company’s obligation to repay this amount was cancelled on January 3, 2018 as described below. On January 3, 2018, the Company effected the sale of TLLC to a group of persons including TLLC’s former owners and two of the Company’s former executive officers and directors.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	7. Commitments and Contingencies Employment Agreements Effective September 13, 2016, the Company entered into an employment agreement with its former President, John Wise. The agreement was for a two year period at the rate of $150,000 per annum. The Company was in default on this agreement, and the payroll for this officer accrued from July 8, 2017 until his resignation in October 2017. Effective September 13, 2016, the Company entered into an employment agreement with its former Chief Strategy Officer, who was later named Chief Executive Officer, Jeffrey Rassas. The Company was in default on this agreement, and the payroll for this officer accrued from May 16, 2017 until his resignation in October 2017. Aggregate accrued payroll for these two former officers was approximately $106,000 as of December 31, 2017. These obligations were cancelled on January 3, 2018 as part of the sale of TLLC. Effective January 3, 2018, the Company entered into an oral employment agreement (the “Read Agreement”) with the Company’s current Chief Executive Officer (the “CEO”), Jonathan Read. Under the terms of the Read Agreement the Company is paying Mr. Read an annual salary of $240,000 subject to his continued employment with the Company. Additionally, the Company paid Mr. Read compensation for his services as the Company’s CEO from October 20, 2017, to December 31, 2017, calculated as a pro-rata portion of an annual salary of $150,000. Additionally, on January 3, 2018 (the “Grant Date”) the Company’s Board of Directors (the “Board”) granted Mr. Read 15,000,000 stock options of which 5,000,000 vested on the Grant Date, 5,000,000 will vest one-year from the Grant Date, and 5,000,000 will vest two years from the Grant Date subject to continued employment with the Company. Effective January 3, 2018, the Company agreed to compensate Gary Smith for his service as a non-employee director by paying him $2,500 per calendar quarter effective as of July 10, 2017. Lease Agreements On September 23, 2016, the Company entered into an office lease agreement commencing October 1, 2016. This lease expires December 31, 2018. As part of the sale of TLLC, the Company was released of this lease obligation as well as the rights to the security deposit. The Company has been renting an office space on a month-to-month basis, and incurred rent expense of approximately $3,100 during the three months ended March 31, 2018. Other Agreements On January 20, 2017, the Company entered into an agreement with a firm to provide their artificial intelligence conversational voice platform for integration into the Company’s product. Per the agreement, the Company issued 50,000 shares of common stock and was scheduled to make monthly payments towards a $127,500 integration fee. As of December 31, 2017, the Company had expensed $46,000, with $35,000 remaining in accounts payable. On January 3, 2018, the Company sold TLLC, and this payable, and any future obligations under this agreement, were relieved as part of this transaction. On November 7, 2016, the Company entered into an agreement with a firm to provide general advisory and business development advisory services for a fee of $75,000. The Company remitted $75,000, but the contract was ultimately cancelled and the services were postponed. The amount was recorded as a deposit on contract. Later, on March 27, 2017, the Company entered into an agreement with the same firm to provide these services on an expanded scale for a fee of $150,000. Per the agreement, the firm applied our previously remitted funds and we paid the remaining $75,000 balance. In addition to the cash compensation, the firm was also compensated via a one-time equity retainer of 25,000 shares of common stock. On April 4, 2017, the Company entered into an agreement with a firm to provide management and general business consulting services. The term of the agreement is 24 months, and the firm will be compensated via the issuance of 1,000,000 shares of common stock. The shares will be expensed ratably over the term of the agreement. On January 18, 2018, the Company entered into an agreement for corporate communications counsel. The agreement is for an initial period of six months with a monthly fee of $5,000. Should the Company raise $2,000,000 or more, the monthly fee increases to $7,500 per month. The Company will issue 1,000,000 shares of common stock per this agreement. They have not yet been issued as of the date of this report. On March 16, 2018, the Company entered into an Advisor Agreement with a third party (the “Advisor”), and David Drake (“Drake”), a well-known consultant to the cryptocurrency industry. Under the terms of the Agreement, Drake was appointed to the Company’s Advisory Board and Drake and the Advisor agreed to assist the Company in the implementation and execution of its cryptocurrency business model, including initiation of its mining business and recommending to the Company potential acquisitions and joint ventures in this sector. Drake is required to devote at least three business days per month to assisting the Company. The Company agreed to issue the Advisor 6,666,666 shares of common stock valued at $0.03 per share, which shares shall vest quarterly over a 12-month period subject to the Advisor Agreement not having been terminated as of each applicable vesting date. The Company also issued the Advisor 6,666,666 3-year warrants, with the same vesting period, exercisable at $0.05 per share. The Company agreed to pay the Advisor a royalty from revenues received from its mining of cryptocurrency with the royalties decreasing over a five-year period. Finally, the Company agreed to reimburse the Advisor $5,000 a month for the services of an engineer to operate the Company’s cryptocurrency mining business.

Shareholders' Deficit

Shareholders' Deficit	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	8. Shareholders’ Deficit Common Stock There is currently only one class of common stock. Each share of common stock is entitled to one vote. The authorized number of shares of common stock of the Company at March 31, 2018 was 500,000,000 shares with a par value per share of $0.001. Authorized shares that have been issued and fully paid amounted to 155,601,804 as of March 31, 2018. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.01 per share, with rights, preferences and limitations as may be decided from time-to-time by the Board of Directors. Series E Effective January 3, 2018, the Board of Directors authorized the issuance of up to 305,000 shares of Series E Convertible Preferred Stock ("Series E"). Each share of Series E has a stated value of $1,000 and is convertible into shares of our common stock at a conversion price of $1.00 per share. The Series E does not have any price protection from future issuances of securities by the Company at a price below the conversion price then in effect. Pursuant to an Exchange Agreement entered into effective January 3, 2018, we issued 303,714 shares of the Series E in exchange for the cancellation of the following securities: 133,333.69 shares of Series A Convertible Preferred Stock (extinguishing such series) - 133,334 Series E shares; 14,923.30 shares of Series A-1 Convertible Preferred Stock (extinguishing such series) – 44,770 Series E shares; 501.54 shares of Series C Convertible Preferred Stock (extinguishing such series) – 50,154 Series E shares; $650,000 of Senior Convertible Notes issued March 3, 2017 – 63,368 Series E shares; $63,158 of Senior Convertible Notes issued August 21, 2017 – 7,125 Series E shares; and Warrants to purchase 4,963,402 shares of our common stock – 4,963 Series E shares. During the three months ended March 31, 2018, holders of 108,332 shares of Series E converted them into 108,332,000 shares of our common stock. A Series C In 2014, the Board approved the issuance of Series C Preferred Stock (“Series C”). Each share of Series C shall be convertible at the option of the holder at any time, into 10,000 shares of common stock. During the year ended December 31, 2017, holders of 113 shares of Series C converted them into 1,130,000 shares of our common stock. At December 31, 2017, there are 501.54 shares of Series C outstanding. Effective January 3, 2018, all Series C shares were cancelled in exchange for 50,154 Series E shares. Series A-1 Effective August 24, 2016, the Board approved the issuance of Series A-1 Preferred Stock (“Series A-1”). Each share of Series A-1 shall be convertible at the option of the holder at any time, into 100 shares of common stock. During the year ended December 31, 2017, holders of 5447.39 shares of Series A-1 converted them into 544,739 shares of common stock. At December 31, 2017, there are 14,923 shares of Series A-1 outstanding. Effective January 3, 2018, all Series A-1 shares were cancelled in exchange for 44,770 Series E shares. Series A Effective September 13, 2016, the Company closed on the SPA and the Board approved the issuance of a newly designated Series A Convertible Preferred Stock (“Series A”). At December 31, 2017, there were 133,334 shares of Series A outstanding. Effective January 3, 2018, all Series A shares were cancelled in exchange for 133,334 Series E shares. The Series A contained certain provisions that were outside the Company's control and which the Company believed caused the Series A to be classified as mezzanine equity. Warrants The balance of warrants outstanding for purchase of the Company’s common stock as of March 31, 2018 is as follows: Common Shares Issuable Upon Exercise of Warrants Exercise Price of Warrants Date Issued Expiration Date Balance of warrants at December 31, 2017 8,096,736 Cancelled in exchange for Series E (1) (4,963,402 ) Issued per offering (2) 35,087,720 $.06 3/6/2018 9/6/2023 Issued for services (3) 6,666,666 $.05 3/16/2018 3/16/2021 Balance of warrants at December 31, 2017 44,887,720 (1) As discussed above, on January 3, 2018, 4,963,402 warrants to purchase shares of common stock were cancelled in exchange for 4,963 Series E shares. (2) On March 6, 2018, pursuant to the 2018 Notes (see Note 5), the Company issued warrants at $.06 to purchase 35,087,720 shares of common stock. The warrants may not be exercised for six months after their effective date of March 6, 2018. The warrants have an expiration date of five years after the initial six months have passed. As of March 31, 2018, the Company has recorded $270,175 as a derivative liability for these warrants. (3) On March 16, 2018, per the terms of the Advisor Agreement (see Note 7), the Company issued warrants at $.05 to purchase 6,666,666 shares of common stock. The warrants have an expiration date of March 16, 2021. As of March 31, 2018, the Company has recorded $48,800 as a derivative liability for these warrants. 2016 Equity Incentive Plan Effective September 13, 2016, the Company adopted the 2016 Equity Incentive Plan (the "2016 Plan") to provide an incentive to our employees, consultants, officers and directors who are responsible for or contribute to our long-range success. A total of 3,300,000 shares of our common stock were originally reserved for the implementation of the 2016 Plan, either through the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, or restricted stock units. Whenever practical, the 2016 Plan is to be administered by a committee of not less than two members of the Board of Directors appointed by the full Board, and the 2016 Plan has a term of ten years, unless sooner terminated by the Board. On January 3, 2018, the Board amended the Company’s 2016 Equity Incentive Plan by increasing the authorized number of shares available under the plan by 30,000,000. As of March 31, 2018, 15,145,000 shares of common stock remain available for issuance under the 2016 Plan. Effective September 13, 2016, pursuant to his employment agreement, the Company entered into a Restricted Stock Unit (“RSU”) Agreement with Mr. Read which granted him 500,000 RSUs pursuant to the 2016 Plan. The RSUs were to vest in three approximately equal increments with the first tranche being fully vested on the grant date and the remaining tranches vesting on the first-year and second-year anniversaries of the grant date. The fair value of the award was calculated based on the price of the common stock on the grant date and was to be expensed over the vesting period. Effective January 31, 2017, Mr. Read’s former employment agreement was terminated and the RSUs became fully vested. The Company recorded $0 and $128,695 in expense related to this grant during the three months ended March 31, 2018 and 2017, respectively. On January 20, 2017, the Company granted options to purchase 1,655,000 shares of its common stock at $.50 to employees including a total of 800,000 options to its then Chief Executive Officer and Chief Financial Officer per the 2016 Plan. The shares will vest based on months of service as of the grant date. Employees that had worked for twelve months or more as of the grant date had one-third of their options vested as of grant date. All other employees received pro-rata vesting for the portion of a year that they had worked. The remaining options will equally vest on the 1 st nd On January 3, 2018, as part of an oral employment agreement with the Company’s Chief Executive Officer, the Company granted Mr. Read 15,000,000 stock options of which 5,000,000 vested on the grant date, 5,000,000 will vest one-year from the grant date, and 5,000,000 will vest two years from the grant date subject to continued employment with the Company. The Company recorded $182,625 in expense related to this grant during the three months ended March 31, 2018. On January 22, 2018, the Company granted board member Gary Smith 1,000,000 stock options under the 2016 Plan, exercisable at $.03 per share, vesting quarterly over one year beginning in three months subject to continued service as a director on each applicable vesting date. The Company recorded $5,253 in expense related to this grant during the three months ended March 31, 2018.

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	9. Fair Value Measurements Our financial instruments consist of cash, accounts payable, accrued liabilities, and warrant liability. We do not believe that we are exposed to significant interest, currency, or credit risks arising from these financial instruments. The fair values of the warrants approximates their carrying values using Level 3 inputs. Gains and losses recognized on changes in fair value of the warrants are reported in other income (expense). Our warrant valuation was measured at fair value by applying the Black-Scholes option valuation model, which utilizes Level 3 inputs. The assumptions used in the Black-Scholes option re-valuation for the September 2016 warrants at March 31, 2018 are as follows: Dividend yield – 0% Expected life – 3.5 years Risk-free interest rate - 2.39% Volatility – 214.719%. The assumptions used for the March 2017 warrants at March 31, 2018 are as follows: Dividend yield – 0% Expected life – 4.5 years Risk-free interest rate - 2.56% Volatility – 222.540%. The assumptions used for the March 6, 2018 warrants at March 31, 2018 are as follows: Dividend yield – 0% Expected life – 5.5 years Risk-free interest rate - 2.56% Volatility – 218.873%. The assumptions used for the March 16, 2018 warrants at March 31, 2018 are as follows: Dividend yield – 0% Expected life – 3.0 years Risk-free interest rate - 2.39% Volatility – 247.097%. The following summarizes the Company's financial liabilities that are measured at fair value on a recurring basis at March 31, 2018. Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 338,088 $ 338,088

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events Between April 2 and May 11, 2018, the Company issued 46,950,000 shares of common stock for the conversion of 46,950 shares of Series E. Additionally, on April 13, 2018, the Company issued 6,666,666 shares of common stock per the Advisor Agreement (see Note 8). On May 10, 2018, the Company purchased $276,200 of additional cryptocurrency mining equipment.

Summary of Significant Accoun17

Summary of Significant Accounting Policies and Use of Estimates (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of Presentation and Organization and Reorganization	Basis of Presentation and Organization and Reorganization Effective September 13, 2016, TimefireVR Inc., a Nevada corporation (“Timefire,” “we,” “us,” “our” or the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement” or the “Merger”) through which it acquired Timefire LLC, a Phoenix-based virtual reality content developer and Arizona Limited Liability Company (“TLLC”). As consideration for the Merger, the Company issued the equity holders of TLLC a total of 41,400,000 shares of its common stock, and 2,800,000 five-year warrants exercisable at $0.58 per share for 100% of the membership interests of TLLC. As a result, the former members of TLLC owned approximately 99% of the then outstanding shares of common stock. On January 3, 2018, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) by and between the Company and Mitchell Saltz (“Saltz”). Pursuant to the terms of the Agreement, Saltz acquired all the membership interests of the Company’s subsidiary, Timefire LLC (“TLLC”). In consideration for entering in the Agreement, the Company received: (i) $100,000 in cash and (ii) a secured promissory note in the principal amount of $120,000 bearing 6% annual interest maturing in nine months. Additionally, Saltz or TLLC assumed certain of the Company’s liabilities including a sublease agreement entered into by the Company, loans made by Saltz to the Company, a certain $100,000 senior convertible note of the Company dated March 3, 2017, a certain services agreement entered into by the Company, certain past compensation owed to the Company’s former executive officers, and certain credit card debts owed by the Company. On January 3, 2018, the Company purchased $100,000 of ether, the cryptocurrency offered by the Ethereum network. This purchase is the Company’s first material cryptocurrency purchase and signifies the start of the Company’s entry into the cryptocurrency business. The Company records its ether holdings at fair value per Coindesk.com as of the valuation date, and as a result, $56,600 in loss on fair value of ether was recorded for the three months ended March 31, 2018.
Unaudited Interim Financial Statements	Unaudited Interim Financial Statements The interim financial statements of the Company as of March 31, 2018 and 2017, and for the periods then ended, are prepared in accordance with the instructions to Form 10-Q. Accordingly, the accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America (“GAAP”). However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2018 and the results of its operations and its cash flows for the periods ended March 31, 2018 and 2017. These results are not necessarily indicative of the results expected for the year ended December 31, 2018. The financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 9, 2018. The balance sheet as of December 31, 2017 has been derived from the audited financial statements included in that filing.
Principles of Consolidation	Principles of Consolidation For accounting purposes, the Merger transaction was recorded as a reverse recapitalization, with TLLC as the accounting acquirer. Consequently, the historical pre-Merger financial statements of TLLC were then those of the Company. The financial statements for periods December 31, 2017 and prior include the accounts of the Company and TLLC. All significant intercompany transactions and balances have been eliminated. Equity investments through which we exercise significant influence over but do not control the investee and are not the primary beneficiary of the investee's activities are accounted for using the equity method where applicable.
Reclassifications	Reclassifications Certain reclassifications have been made in the March 31, 2017 financial statements to conform to the current period presentation, primarily relating to segregating continuing and discontinued operations. The reclassified financial statement items had no effect on net income for the period. For the three months ended March 31, 2017, the Company’s Statement of Operations and Cash Flows have been reclassified to the current presentation to reflect the discontinued operations resulting from the sale of TLLC.
Discontinued Operations	Discontinued Operations The Company has classified the operating results related to the TLLC virtual reality business, which was sold on January 3, 2018, as discontinued operations in the financial statements. As per SEC guidelines, the December 31, 2017 balance sheet has not been retrospectively adjusted to reflect discontinued operations. Such adjustment will be reflected when the December 31, 2017 balance sheet is first presented with annual financial statements that report discontinued operations. Discontinued operations consist of specifically identified expenses as follows: Three Months Ended March 31, March 31, 2018 2017 Revenues $ — $ — Operating expenses: Research and development — 448,891 Occupancy — 23,207 Depreciation and amortization — 3,152 Officer compensation — 212,856 Professional fees — 500 Other operating expenses — 20,171 Total operating expenses — 708,777 Loss from operations — (708,777 ) Other income (expense): Gain on disposal of Timefire, LLC 670,428 — Interest income — 2 Interest expense (180 ) 3,448 Total other income (expense) 670,248 (3,446 ) Income (loss) from continuing operations 670,248 (712,223 )
Accounting Estimates	Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Significant estimates of the Company include accounting for depreciation and amortization, derivative liabilities, accruals and contingencies, the fair value of the Company’s common stock and the estimated fair value of warrants.
Revenue Recognition	Revenue Recognition The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the sales price is fixed or determinable, and (iii) collectability is reasonably assured.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments, with original maturity of three months or less when purchased, to be cash equivalents. We place our cash and cash equivalents with major financial institutions. Such amounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). From time to time, balances may exceed FDIC coverage limits.
Property and Equipment	Property and Equipment Property and equipment is recorded at cost reduced by accumulated depreciation. Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Gains and losses on the disposition of property and equipment are recorded in the period incurred. The estimated useful lives of property and equipment are: · Office furniture and equipment 5 years
Impairment of Long-Lived Assets and Intangible Assets	Impairment of Long-Lived Assets and Intangible Assets The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 360-10, "Property, Plant, and Equipment," "primary asset"
Business Segments	Business Segments ASC 280, "Segment Reporting" "management approach"
Research and Development Costs	Research and Development Costs Research and development costs, including design, development and testing of software, are expensed as incurred.
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes
Stock-Based Compensation	Stock-Based Compensation In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), the Company measures the compensation costs of stock-based compensation arrangements based on the grant date fair value of granted instruments and recognizes the costs in the financial statements over the period during which such awards vest. Stock-based compensation arrangements include stock options and restricted stock awards. Equity instruments (“Instruments”) issued to non-employees are recorded on the basis of the fair value of the Instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees (“ASC 505”), defines the measurement date and recognition period for such Instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete and (ii) the Instruments are vested. The measured fair value related to the Instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.
Net Income (Loss) per Share	Net Income (Loss) Per Share Basic earnings per share does not include dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of an entity. Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. As of March 31, 2018 and 2017, there were total shares of 258,424,724 and 24,379,305, respectively, issuable upon conversion of preferred stock, exercise of warrants and options.
Fair Value Measurements	Fair Value Measurements ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which fair value is observable: Level 1- fair value measurements are those derived from quoted prices (unadjusted in active markets for identical assets or liabilities); Level 2- fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3- fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). These financial instruments are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgment to estimation. Valuations based on unobservable inputs are highly subjective and require significant judgments. Changes in such judgments could have a material impact on fair value estimates. In addition, since estimates are as of a specific point in time, they are susceptible to material near-term changes. Changes in economic conditions may also dramatically affect the estimated fair values. Financial instruments classified as Level 1 - quoted prices in active markets include cash. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2018. The respective carrying value of certain financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, accounts payable and accrued expenses.
Derivative Liabilities	Derivative Liabilities The Company issued common stock purchase warrants in September 2016 in conjunction with the Merger Agreement. Additional warrants were issued in March and August 2017 as part of private placement offerings. Warrants were also issued in March 2018 as part of a private placement offering (see Note 5) and per an advisory agreement (see Note 7). In accordance with ASC No. 480, Distinguishing Liabilities from Equity The fair value of the warrants at March 31, 2018 and December 31, 2017 was $338,088 and 198,994, respectively. The difference has been recorded as a change in change in fair value of derivatives.

Summary of Significant Accoun18

Summary of Significant Accounting Policies and Use of Estimates (Tables)	3 Months Ended
	Mar. 31, 2018
Summary Of Significant Accounting Policies And Use Of Estimates Tables
Discontinued operations	Three Months Ended March 31, March 31, 2018 2017 Revenues $ — $ — Operating expenses: Research and development — 448,891 Occupancy — 23,207 Depreciation and amortization — 3,152 Officer compensation — 212,856 Professional fees — 500 Other operating expenses — 20,171 Total operating expenses — 708,777 Loss from operations — (708,777 ) Other income (expense): Gain on disposal of Timefire, LLC 670,428 — Interest income — 2 Interest expense (180 ) 3,448 Total other income (expense) 670,248 (3,446 ) Income (loss) from continuing operations 670,248 (712,223 )

Gain on Disposal of Timefire 19

Gain on Disposal of Timefire LLC (Tables)	3 Months Ended
	Mar. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]
Gain on disposal of Timefire LLC included in income from discontinued operations	Assets sold: Cash (505 ) Property & equipment, net (26,128 ) Accounts receivable (38 ) Deposit (33,500 ) (60,171 ) Liabilities relieved: Accounts payable & accrued expenses 204,809 Demand obligation payable - related party 116,883 Convertible notes payable 100,000 Accrued interest 31,507 Short-term advance - related party 57,400 510,599 Additional consideration: Note receivable 120,000 Cash 100,000 220,000 Gain on disposal of Timefire, LLC 670,428

Shareholders' Deficit (Tables)

Shareholders' Deficit (Tables)	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
Balance of warrants outstanding for purchase of Company's common stock	Common Shares Issuable Upon Exercise of Warrants Exercise Price of Warrants Date Issued Expiration Date Balance of warrants at December 31, 2017 8,096,736 Cancelled in exchange for Series E (1) (4,963,402 ) Issued per offering (2) 35,087,720 $.06 3/6/2018 9/6/2023 Issued for services (3) 6,666,666 $.05 3/16/2018 3/16/2021 Balance of warrants at December 31, 2017 44,887,720

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Financial liabilities measure at fair value on a recurring basis	Level 1 Level 2 Level 3 Total Liabilities Derivative liabilities $ — $ — $ 338,088 $ 338,088

Summary of Significant Accoun22

Summary of Significant Accounting Policies and Use of Estimates - Discontinued operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Summary Of Significant Accounting Policies And Use Of Estimates - Discontinued Operations Details
Revenues
Operating expenses:
Research and development		448,891
Occupancy		23,207
Depreciation and amortization		3,152
Officer compensation		212,856
Professional fees		500
Other operating expenses		20,171
Total operating expenses		708,777
Loss from operations		(708,777)
Other income (expense):
Gain on disposal of Timefire, LLC	670,428
Interest income		2
Interest expense	(180)	3,448
Total other income (expense)	670,248	(3,446)
Income (loss) from continuing operations	$ 670,248	$ (712,223)

Summary of Significant Accoun23

Summary of Significant Accounting Policies and Use of Estimates (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 30, 2016	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Cash proceeds received for subsidiary Purchase Agreement		$ 100,000
Promissory note received for subsidiary Purchase Agreement, principal amount		$ 120,000
Useful life of office furniture and equipment		5 years
Antidilutive securities excluded from calculation of earnings per share		258,424,724	24,379,305
Fair value of warrants		$ 338,088		$ 198,994
Merger Agreement
Company common stock issued to equity holders of Timefire, shares	41,400,000
Warrants issued to equity holders of Timefire, shares	2,800,000
Warrants issued to equity holders of Timefire, exercise price	$ 0.058
Membership interest of Timefire acquired	100.00%
Company voting interest owned by former Timeshare members	99.00%

Gain on Disposal of Timefire 24

Gain on Disposal of Timefire LLC - Gain on disposal of Timefire LLC included in income from discontinued operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Assets sold:
Cash	$ (505)
Property & equipment, net	(26,128)
Accounts receivable	(38)
Deposit	(33,500)
Assets sold, total	(60,171)
Liabilities relieved:
Accounts payable & accrued expenses	204,809
Demand obligation payable - related party	116,883
Convertible notes payable	100,000
Accrued interest	31,507
Short-term advance - related party	57,400
Liabilities relieved, total	510,599
Additional consideration:
Note receivable	120,000
Cash	100,000
Additional consideration, total	220,000
Gain on disposal of Timefire, LLC	$ 670,428

Gain on Disposal of Timefire 25

Gain on Disposal of Timefire LLC (Details Narrative)	3 Months Ended
	Mar. 31, 2018USD ($)
Discontinued Operations and Disposal Groups [Abstract]
Total gross proceeds from sale	$ 220,000

Investment in Ether (Details Na

Investment in Ether (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Investments, Debt and Equity Securities [Abstract]
Payments for purchase of ether	$ (100,000)
Fair value of ether	43,400
Charge to operations	$ 56,600

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended	13 Months Ended
	Jan. 20, 2018	Nov. 29, 2017	Sep. 03, 2017	Mar. 31, 2018	Sep. 03, 2017	Apr. 15, 2019
Convertible notes payable, amount				$ 1,826,579
Debt discount on convertible notes payable				49,253
Accrued interest on convertible notes payable				200,154
Interest expense on convertible notes payable				$ 162,314
March 2017 Notes
Convertible notes payable, amount			$ 750,000		$ 750,000
Original issue discount percentage					5.00%
Gross proceeds received by Company					$ 712,500
Reimbursement of legal fees					$ 20,000
Maturity date					Sep. 3, 2017
Interest per annum					8.00%
Conversion price per share			$ .30		$ .30
Warrants issued as additional compensation					2,500,000
Warrant term					5 years
Exercise price of warrants issued					$ 0.35
August 2017 Notes
Convertible notes payable, amount			$ 63,158		$ 63,158
Gross proceeds received by Company			$ 60,000
Maturity date			Sep. 3, 2017
Warrants issued as additional compensation			210,526
Warrant term			5 years
Exercise price of warrants issued			$ 0.35
October 2017 Notes
Convertible notes payable, amount		$ 70,000
Maturity date		Nov. 29, 2017				Apr. 15, 2019
Interest per annum		8.00%
Conversion price per share		$ 0.03
December 2017 Notes
Convertible notes payable, amount	$ 703,947
Original issue discount percentage	5.00%
Gross proceeds received by Company	$ 668,750
Maturity date	Jan. 20, 2018					Apr. 15, 2019
Interest per annum	8.00%
Conversion price per share	$ 0.03
2018 Notes
Convertible notes payable, amount						$ 1,052,632
Original issue discount percentage						5.00%
Gross proceeds received by Company						$ 1,000,000
Maturity date						Apr. 15, 2019
Interest per annum						8.00%
Conversion price per share						$ 0.03
Warrants issued as additional compensation						35,087,720
Warrant term						5 years
Exercise price of warrants issued						$ 0.06

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Jun. 02, 2017	Mar. 06, 2017
Related Party Transactions [Abstract]
Investors' note amount			$ 100,000
Retainer deposit received for services to entity managed by former director		$ 57,400
Advances received from related party	$ 116,883

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Apr. 04, 2017	Mar. 27, 2017	Nov. 07, 2016	May 11, 2018	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2018	Dec. 31, 2017	Oct. 30, 2017
Employment Agreements
Accrued payroll for former officers									$ 106,000
Lease Agreements
Rent expense								$ 3,100
Other Agreements
Shares of common stock issued per agreement with firm	1,000,000								50,000
Total expense for agreement with firm									$ 46,000
Remaining amounts owed to firm in accounts payable									35,000
Integration fee paid to firm									$ 127,500
Fee paid to firm for advisory services upon execution of contract		$ 75,000	$ 75,000
Common stock to be issued to firm		25,000
Monthly consulting fee for corporate communications counsel						$ 5,000
Common stock to be issued for corporate communications counsel						1,000,000
Common stock issued to Advisor, shares				6,666,666	6,666,666
Common stock issued to Advisor, value per share					$ 0.03
Warrants issued to Advisor, shares					6,666,666
Warrants issued to Advisor, exercise price per share					$ 0.05
Monthly reimbursement amount for services of engineer					$ 5,000
Former CEO
Employment Agreements
Annual compensation										$ 150,000
CEO
Employment Agreements
Annual compensation							$ 240,000
Stock options granted							15,000,000
Non-employee director
Employment Agreements
Compensation fee per quarter							$ 2,500

Shareholders' Deficit - Balance

Shareholders' Deficit - Balance of warrants outstanding for purchase of Company's common stock (Details)	3 Months Ended
	Mar. 31, 2018$ / sharesshares
Balance of warrants
Common shares issuable upon exercise of warrants, beginning	8,096,736
Common shares issuable upon exercise of warrants, ending	44,887,720
Cancelled in exchange for Series E (1)
Warrants cancelled	(4,963,402)
Issued per Offering (2)
Warrants issued	35,087,720
Exercise price of warrants | $ / shares	$ 0.06
Date issued	Mar. 6, 2018
Expiration date	Sep. 6, 2023
Issued for services (3)
Warrants issued	6,666,666
Exercise price of warrants | $ / shares	$ 0.05
Date issued	Mar. 16, 2018
Expiration date	Mar. 16, 2021

Shareholders' Deficit (Details

Shareholders' Deficit (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	May 11, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Common Stock
Common stock, par value		$ 0.001		$ 0.001
Common stock, shares authorized		500,000,000		500,000,000
Common stock, shares issued		155,601,804		47,269,804
Common stock, shares outstanding		155,601,804		27,269,804
Preferred Stock
Preferred stock, par value		$ 0.01		$ 0.01
Preferred stock, shares authorized		10,000,000		10,000,000
Series E Convertible Preferred Stock, shares authorized		305,000
Series E Convertible Preferred Stock, value per share		$ 1,000
Series E Convertible Preferred Stock, conversion price per share into common stock		$ 1
Series E Convertible Preferred Stock, shares issued in exchange for cancellation of securities		303,714
Series E Convertible Preferred Stock, shares converted	46,950	108,332
Series E Convertible Preferred Stock, common shares issued upon conversion	46,950,000	108,332,000
2016 Equity Incentive Plan
Common stock reserved for implementation of 2016 Equity Incentive Plan, shares		30,000,000
Common stock available for issuance under 2016 Plan, shares		15,145,000
Restricted Stock Units granted to CEO		500,000
Expense recorded on grant of restricted stock units to CEO		$ 128,693
Options granted, shares		1,655,000
Options granted, price per share		$ 0.50
Expense related to grants of options		$ 72,775	$ 265,558
Chief Executive Officer options
2016 Equity Incentive Plan
Options granted, shares		15,000,000
Expense related to grants of options		$ 182,625
Non-employee director options
2016 Equity Incentive Plan
Options granted, shares		1,000,000
Options granted, price per share		$ 0.03
Expense related to grants of options		$ 5,253

Fair Value Measurements - Finan

Fair Value Measurements - Financial liabilities measure at fair value on a recurring basis (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Liabilities
Derivative liabilities	$ 338,088	$ 198,994
Level 1
Liabilities
Derivative liabilities
Level 2
Liabilities
Derivative liabilities
Level 3
Liabilities
Derivative liabilities	$ 338,088

Fair Value Measurements (Detail

Fair Value Measurements (Details Narrative)	3 Months Ended
	Mar. 31, 2018
September 2016 warrants re-valuation
Assumptions used to determine fair value of warrants, dividend yield	0.00%
Assumptions used to determine fair value of warrants, risk-free interest rate	2.39%
Assumptions used to determine fair value of warrants, expected life	3 years 6 months
Assumptions used to determine fair value of warrants, volatility	214.719%
March 2017 warrants valuation
Assumptions used to determine fair value of warrants, dividend yield	0.00%
Assumptions used to determine fair value of warrants, risk-free interest rate	2.56%
Assumptions used to determine fair value of warrants, expected life	4 years 6 months
Assumptions used to determine fair value of warrants, volatility	222.54%
March 6, 2018 warrants valuation
Assumptions used to determine fair value of warrants, dividend yield	0.00%
Assumptions used to determine fair value of warrants, risk-free interest rate	2.56%
Assumptions used to determine fair value of warrants, expected life	5 years 6 months
Assumptions used to determine fair value of warrants, volatility	218.873%
March 16, 2018 warrants valuation
Assumptions used to determine fair value of warrants, dividend yield	0.00%
Assumptions used to determine fair value of warrants, risk-free interest rate	2.39%
Assumptions used to determine fair value of warrants, expected life	3 years
Assumptions used to determine fair value of warrants, volatility	247.097%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	May 11, 2018	May 11, 2018	Mar. 31, 2018	Mar. 31, 2018	Mar. 31, 2017
Subsequent Events [Abstract]
Common stock issued for conversion of Series E, common shares issued		46,950,000		108,332,000
Common stock issued for conversion of Series E, preferred shares converted		46,950		108,332
Common stock issued per Advisor Agreement, shares		6,666,666	6,666,666
Payments for purchase of equipment	$ 276,200			$ 52,105