Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Registrant Name | Blockchain of Things, Inc. | |
Entity Central Index Key | 0001813793 | |
Entity Incorporation, State or Country Code | NV | |
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 Common Stock, Shares Outstanding | 4,561,001 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 59,554 | $ 20,257 |
Prepaid Expenses and Other Current Assets | 2,412 | 3,445 |
Digital Assets | 1,340,961 | 1,362,066 |
Total Current Assets | 1,402,927 | 1,385,768 |
Non-current Assets: | ||
Property and Equipment, net | 568 | 995 |
Total Assets | 1,403,495 | 1,386,763 |
Current Liabilities: | ||
Accounts Payable and Accrued Expenses | 52,746 | 617,729 |
Deferred Revenue | 12,218,612 | |
BCOT Token Refund Liability | 215,705 | 12,434,317 |
Sponsorship Loans Payable | 20,000 | 20,000 |
Total Current Liabilities | 12,507,063 | 13,072,046 |
Long-term Liabilities: | ||
Paycheck Protection Program Loan | 42,900 | |
Total Liabilities | 12,507,063 | 13,114,946 |
Stockholders' Equity (Deficit): | ||
Common stock; par value $0.0001; 50,000,000 shares authorized; 4,556,834 shares issued and outstanding as of March 31, 2021; 50,000,000 shares authorized; 4,542,126 shares issued and outstanding as of December 31, 2020 | 456 | 454 |
Preferred stock; par value $0.0001; 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2021; 0 shares authorized, issued and outstanding as of December 31, 2020 | ||
Additional Paid-in Capital | 437 | 437 |
Accumulated Deficit | (11,104,461) | (11,729,074) |
Total Stockholders' Deficit | (11,103,568) | (11,728,183) |
Total Liabilities and Stockholders' Deficit | $ 1,403,495 | $ 1,386,763 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 4,556,834 | 4,542,126 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares authorized | 10,000,000 | 0 |
Preferred Stock, shares issued and outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | ||
Operating Expenses: | ||
Selling, General and Administrative | 177,246 | 161,674 |
Loss From Operations | (177,246) | (161,674) |
Other Income (Expense): | ||
Other Income | 537,300 | |
Gain on Sale of Digital Assets | 221,775 | 58,804 |
Gain on Extinguishment of Debt | 42,900 | |
Interest Expense | 116 | 33,784 |
Other Income (Expense), net | 801,859 | 25,020 |
Net Income (Loss) | $ 624,613 | $ (136,654) |
NET INCOME (LOSS) PER SHARE | ||
Net Income (loss) per share, basic | $ 0.14 | $ (0.03) |
Net Income (loss) per share, diluted | $ 0.13 | $ (0.03) |
Weighted average number of shares of common stock - basic | 4,549,480 | 4,369,204 |
Weighted average number of shares of common stock - diluted | 4,674,480 | 4,369,204 |
Condensed Consolidated Sharehol
Condensed Consolidated Shareholders Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2019 | 4,358,079 | |||
Beginning balance, value at Dec. 31, 2019 | $ 436 | $ 437 | $ (11,285,903) | $ (11,285,030) |
Stock issued for exercise of options, shares | 22,250 | |||
Stock issued for exercise of options, value | $ 2 | 2 | ||
Net loss | (136,654) | (136,654) | ||
Ending balance, shares at Mar. 31, 2020 | 4,380,329 | |||
Ending balance, value at Mar. 31, 2020 | $ 438 | 437 | (11,422,557) | (11,421,682) |
Beginning balance, shares at Dec. 31, 2020 | 4,542,126 | |||
Beginning balance, value at Dec. 31, 2020 | $ 454 | 437 | (11,729,074) | (11,728,183) |
Stock issued for exercise of options, shares | 14,708 | |||
Stock issued for exercise of options, value | $ 2 | 2 | ||
Net loss | 624,613 | 624,613 | ||
Ending balance, shares at Mar. 31, 2021 | 4,556,834 | |||
Ending balance, value at Mar. 31, 2021 | $ 454 | $ 437 | $ (11,104,461) | $ (11,103,568) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (Loss) | $ 624,613 | $ (136,654) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 427 | 426 |
Interest on BCOT Token Refund Liability | (537,300) | |
Stock based Compensation | 2 | 2 |
Gain on Extinguishment of Debt | (42,900) | |
Realized Gain on Sale of Digital Assets | (221,775) | (58,804) |
Changes in Assets and Liabilities: | ||
Prepaids and Other Current Assets | 1,033 | 880 |
Accounts Payable and Accrued Expenses | (27,683) | (117,037) |
Accounts Payable and Accrued Expenses (Interest Portion of BCOT Token Refund Liability) | 33,610 | |
Net cash used in operating activities | (203,583) | (277,577) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of Digital Assets | 242,880 | 282,575 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of Convertible Notes | 5,000 | |
Net Change in Cash | 39,297 | (2) |
Cash, Beginning of Period | 20,257 | 30,134 |
Cash, End of Period | 59,554 | 30,132 |
Supplemental disclosure of cash flows information: | ||
Cash paid during the period for interest | 116 | 11,974 |
Noncash activity: | ||
Reclassification of BCOT Token Refund Liability to Deferred Revenue | $ 12,218,612 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2021 | |
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”), was incorporated in Delaware on July 15, 2015 with a principal 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. Collectively, BCoT and BCOT GH are referred to as the “Company.” 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 9. |
Financial Condition and Managem
Financial Condition and Management's Plans | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021, 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 Condensed 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. · Relaunched a new website and marketed to various different segments of the industry verticals. · 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 fundraising experience to lead our efforts. · Discussed with broker 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 Condensed 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. Further, fulfilment of the Company’s obligations to its customers in order to realize the Deferred Revenue will require an insignificant amount of additional expense. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3 - Summary of Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of BCoT and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the SEC (“Securities Exchange Commission”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Form 10-K for the year ended December 31, 2020. The results of operations for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of December 31, 2020 are derived from audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2020. Use of Estimates The preparation of the Condensed 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 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. Reclassification Certain prior period amounts have been reclassified to conform to the current period presentation. 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 BCOT Token is issued on the Bitcoin blockchain and are used as independent programmable units of power that directly convert to Catenis Credits which power the virtual devices and ultimately the entire Catenis system. These security tokens can be independently purchased, held, traded, and used on Catenis. Using the administrative interface, the customer can send BCOT Tokens to their account and they will be converted on a one-to-one basis into Catenis Credits for their account. Each BCOT Token value is taken into account when calculating the amount of Catenis Credits required to pay for a given Catenis service when that service is consumed. 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 9), the Company was obligated to refund amounts raised from the sale of BCOT Tokens for valid claims submitted and may incur other fines and penalties. The Rescission Offer (as defined and described further in Note 9) deadline was February 21, 2021. Accordingly, as of March 31, 2021, all valid claims have been submitted and the Company revised the estimated refunds to be paid to claimants to $226,258, which includes $10,553 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Condensed Consolidated Balance Sheets (see Notes 8 and 9). 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 Condensed Consolidated Balance Sheets (see Notes 8 and 9). Accrued interest of $537,300 previously accrued was released upon the conclusion of the Rescission Offer and is recorded in Other Income on the Condensed Consolidated Statements of Operations. In the first quarter of 2021, subsequent to the receipt of all valid Rescission Offer claims, the Company recognized the remaining amount of $12,218,612 received from the issuance of BCOT Tokens as Deferred Revenue, until such time that customers convert the BCOT Tokens into Catenis credits and redeem for Catenis services (see Note 8). Deferred Revenue Deferred revenue represents BCOT Tokens that have been purchased by Customers but not yet redeemed and utilized as Catenis Credits for Catenis services. 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 (c) 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 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 $66,194 and $62,185 of software development during the three months ended March 31, 2021 and 2020, respectively. Fair Value Measurement The Company’s financial instruments include cash, accounts payable, sponsorship agreements and the BCOT Token Obligation. The fair values of cash, accounts payable, sponsorship agreements and the BCOT Token Obligation (as defined and described further in Note 8) approximate their stated amounts because of the short maturity of these financial instruments from the balance sheet date. Our sponsorship agreements are carried at fair value and based on Level 2 inputs. 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. Intangible Assets Digital Assets held by the Company consist of Ethers, Bitcoins and Bitcoin Cash and are included in current assets in the Condensed 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 of the aforementioned, 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 and 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. Realized gain (loss) on sale of Digital Assets is included in caption Gain on Sale of Digital Assets on the Condensed Consolidated Statement of Operations, while impairment of Digital Assets is included in operating expenses because of the nature of the assets. The Company obtains the equivalency rate of the digital currencies to USD based on a global exchange rate from public exchange Gemini. As of March 31, 2021, and December 31, 2020, the Company’s adjusted cost basis was $1,340,961 and $1,362,066, respectively. During the three months ended March 31, 2021 and March 31, 2020, the Company recognized no impairment losses. Please refer to Note 4 for additional information about Digital Assets. Income (loss) per Common Share Basic income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per share (“Diluted EPS”) is computed by dividing the net income (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 three months ended March 31, 2021, the Company reported net income. Therefore, for purposes of calculating diluted net earnings per share, the weighted average number of common stocks includes all potentially dilutive common shares. The potentially dilutive common stock equivalents for the three months ended March 31, 2021 were 125,000 and were included in diluted EPS as their effect would be dilutive. For the three months ended March 31, 2020, the Company reported a net loss. As a result, basic and diluted loss per common share is 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 for the three months ended March 31, 2020 were 199,167 and were not included in diluted EPS as their effect would be anti-dilutive. Adoption of Recent Accounting Pronouncements The Company's accounting policies are the same as those described in Note 3 to the Company's Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2020. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the Condensed Consolidated Financial Statements as a result of future adoption. |
Digital Assets
Digital Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Digital Assets | Note 4 - Digital Assets Changes in Digital Assets w ere as follows: Bitcoin Ether Bitcoin Cash Tether Total Balance at December 31, 2020 $ 375,173 $ 985,634 $ 1,259 $ — $ 1,362,066 Sale of Digital Assets (21,105 ) — — — (21,105) Impairment — — — — — Balance at March 31, 2021 $ 354,068 $ 985,634 $ 1,259 $ — $ 1,340,961 Balance at December 31, 2019 $ 698,710 $ 1,163,019 $ 1,259 $ — $ 1,862,988 Sale of Digital Assets (216,309 ) (7,462 ) — — (223,771) Impairment — — — — — Balance at March 31, 2020 $ 482,401 $ 1,155,557 $ 1,259 $ — $ 1,639,217 The Company recognized $221,775 and $58,804 as a net gain on the sale of digital assets during the three months ended March 31, 2021 and March 31, 2020, respectively. On June 25, 2018 the Company created 553,262,386 BCOT Tokens which are not recognized on the balance sheet and have zero carrying value. As of March 31, 2021 and December 31, 2020, respectively, the Company distributed 68,773,608 and 69,160,720 BCOT Tokens to third party wallets or smart contracts and was holding 484,488,778 and 484,101,666 BCOT Tokens. A total of 397,088 BCOT tokens were returned to the Company during the rescission period, of which 387,112 were returned during the three months ended March 31, 2021. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
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: March 31, December 31, 2021 2020 Accrued interest on token refund liability $ 10,553 $ 547,853 Legal and professional services 6,844 31,018 Software development 11,504 32,795 Other accrued liabilities 16,468 515 Credit card payable 7,377 5,547 Total Accounts Payable and Accrued Expenses $ 52,746 $ 617,729 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Sponsorship Agreements The Company has one remaining financial sponsorship agreement (“Sponsorship Agreement”) with a counterparty (“Sponsor”). Pursuant to the Sponsorship Agreement, the Company received contributions in the form of cash or Bitcoin. In return, the Sponsor is 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 the remaining Sponsorship Agreement is 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 the 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 loan upon the completion of the crowd sale campaign. The liability associated with the one outstanding Sponsorship Agreement as of March 31, 2021 and December 31, 2020 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 applied 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 was 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 the loan was forgiven effective March 18, 2021. The Company has elected the policy to recognize the Gain on the extinguishment of debt upon notification that the loan was forgiven. The forgiveness of the loan is recorded as Gain on Extinguishment of Debt on the accompanying Condensed Consolidated Statement of Operations. 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 used the proceeds for purposes consistent with the PPP loan and the EIDL advance was forgiven effective March 18, 2021. The Company has elected the policy to recognize the Gain on the extinguishment of debt upon notification that the loan was forgiven. The forgiveness of the EIDL advance is recorded as Gain on Extinguishment of Debt on the accompanying Condensed Consolidated Statement of Operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company’s effective tax rate is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. The Company’s effective tax rate was 0% for the three months ended March 31, 2021 and March 31, 2020. The difference between the effective tax rate of 0% and the U.S. federal statutory rate of 21% for the three months ended March 31, 2021 and March 31, 2020 was primarily due to recognizing a full valuation allowance on deferred tax assets. The Company determined that, based on all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses to date, it was not more likely than not that its deferred tax assets would be realized and therefore it continued to record a full valuation allowance as of March 31, 2021. As a result, there is no provision for income taxes other than state minimum taxes. The net operating losses generated to date will carryforward indefinitely. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income. 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. |
BCOT Tokens and Deferred Revenu
BCOT Tokens and Deferred Revenue | 3 Months Ended |
Mar. 31, 2021 | |
Notes to Financial Statements | |
BCOT Tokens | Note 8 – BCOT Tokens and Deferred Revenue As part of its private pre-sale and subsequent crowd sale of BCOT Tokens, the Company obtained Cash, Bitcoin, Ether, Tether, and Bitcoin Cash from November 2017 through early August 2018 totaling $12,445,318 for BCOT Tokens which was recorded as a liability (the “BCOT Token Delivery Obligation”) until such time as the BCOT Tokens were delivered in the first quarter of 2019. The delivery of the Tokens prompted the SEC investigation, which resulted in the SEC settlement discussed in Note 9 and the BCOT Token Refund Liability. During first quarter of 2021, subsequent to the receipt of the final Rescission Offer claims, the Company recognized the amounts received from the issuance of BCOT Tokens, less the refunds issued pursuant to the Rescission Offer, as Deferred Revenue until such time that customers convert the BCOT Tokens into Catenis credits and redeem for Catenis services. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – 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”) were 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 Potential BCOT Token Claimants must submit claims forms within three months of this date (the “Claim Form Deadline”). The Company must settle all valid claims within three months of the Claim Form Deadline. The Company approved twenty eligible claims and is obligated to return such amounts totaling $226,258, inclusive of interest of $10,553. These claims were refunded during April 2021. The remaining amount payable as of December 31, 2020 totaling $12,218,612 has been reclassified to deferred revenue as it represents advances from customers to be utilized for services provided by the Company. 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. Although purchasers of BCOT Tokens may still bring a suit against the Company under the Securities Act of 1933, the Company believes an unfavorable outcome, as a result of conducting a formal Rescission Offer, is not probable. Sponsor Litigation The one remaining Sponsor who has 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 that we violated any federal or state securities laws. 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 | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 – 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 each of the three months ended March 31, 2021 and March 31, 2020, the Company paid $34,519 to related parties for software development and consulting services. As of March 31, 2021 and December 31, 2020, respectively, $11,504 and $11,513 was due to a related party, Hiades Technologia LTDA, for software development services performed and is included in Accounts Payable and Accrued Expenses in the Condensed Consolidated Balance Sheets. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 – Subsequent Events The Company has evaluated subsequent events through May 14 , 2021, which is the date the Consolidated Financial Statements were available to be issued, and determined that in April 2021, the Company refunded $226,258 to customers, subsequent to the Company’s validation of the rescission claims during the rescission period. No other material subsequent events have occurred. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | In the opinion of management, the accompanying unaudited interim Condensed Consolidated Financial Statements of BCoT and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation. All significant intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the SEC (“Securities Exchange Commission”). The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited Condensed Consolidated Financial Statements are read in conjunction with the audited Consolidated Financial Statements contained in the Company’s Form 10-K for the year ended December 31, 2020. The results of operations for the period ended March 31, 2021 are not necessarily indicative of the results to be expected for the full year. The Consolidated Financial Statements as of December 31, 2020 are derived from audited financial statements included in the Company’s Form 10-K for the year ended December 31, 2020. |
Use of estimates | The preparation of the Condensed 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 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. |
Reclassification | Certain prior period amounts have been reclassified to conform to the current period presentation. |
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 BCOT Token is issued on the Bitcoin blockchain and are used as independent programmable units of power that directly convert to Catenis Credits which power the virtual devices and ultimately the entire Catenis system. These security tokens can be independently purchased, held, traded, and used on Catenis. Using the administrative interface, the customer can send BCOT Tokens to their account and they will be converted on a one-to-one basis into Catenis Credits for their account. Each BCOT Token value is taken into account when calculating the amount of Catenis Credits required to pay for a given Catenis service when that service is consumed. 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 9), the Company was obligated to refund amounts raised from the sale of BCOT Tokens for valid claims submitted and may incur other fines and penalties. The Rescission Offer (as defined and described further in Note 9) deadline was February 21, 2021. Accordingly, as of March 31, 2021, all valid claims have been submitted and the Company revised the estimated refunds to be paid to claimants to $226,258, which includes $10,553 of accrued interest that is included in Accounts Payable and Accrued Expenses on the accompanying Condensed Consolidated Balance Sheets (see Notes 8 and 9). 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 Condensed Consolidated Balance Sheets (see Notes 8 and 9). Accrued interest of $537,300 previously accrued was released upon the conclusion of the Rescission Offer and is recorded in Other Income on the Condensed Consolidated Statements of Operations. In the first quarter of 2021, subsequent to the receipt of all valid Rescission Offer claims, the Company recognized the remaining amount of $12,218,612 received from the issuance of BCOT Tokens as Deferred Revenue, until such time that customers convert the BCOT Tokens into Catenis credits and redeem for Catenis services (see Note 8). |
Deferred revenue | Deferred revenue represents BCOT Tokens that have been purchased by Customers but not yet redeemed and utilized as Catenis Credits for Catenis services. |
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 (c) 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 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 $66,194 and $62,185 of software development during the three months ended March 31, 2021 and 2020, respectively. |
Fair value measurement | The Company’s financial instruments include cash, accounts payable, sponsorship agreements and the BCOT Token Obligation. The fair values of cash, accounts payable, sponsorship agreements and the BCOT Token Obligation (as defined and described further in Note 8) approximate their stated amounts because of the short maturity of these financial instruments from the balance sheet date. Our sponsorship agreements are carried at fair value and based on Level 2 inputs. 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. |
Intangible assets | Digital Assets held by the Company consist of Ethers, Bitcoins and Bitcoin Cash and are included in current assets in the Condensed 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 of the aforementioned, 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 and 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. Realized gain (loss) on sale of Digital Assets is included in caption Gain on Sale of Digital Assets on the Condensed Consolidated Statement of Operations, while impairment of Digital Assets is included in operating expenses because of the nature of the assets. The Company obtains the equivalency rate of the digital currencies to USD based on a global exchange rate from public exchange Gemini. As of March 31, 2021, and December 31, 2020, the Company’s adjusted cost basis was $1,340,961 and $1,362,066, respectively. During the three months ended March 31, 2021 and March 31, 2020, the Company recognized no impairment losses. Please refer to Note 4 for additional information about Digital Assets. |
Loss per common share | Basic income (loss) per share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted income (loss) per share (“Diluted EPS”) is computed by dividing the net income (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 three months ended March 31, 2021, the Company reported net income. Therefore, for purposes of calculating diluted net earnings per share, the weighted average number of common stocks includes all potentially dilutive common shares. The potentially dilutive common stock equivalents for the three months ended March 31, 2021 were 125,000 and were included in diluted EPS as their effect would be dilutive. For the three months ended March 31, 2020, the Company reported a net loss. As a result, basic and diluted loss per common share is 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 for the three months ended March 31, 2020 were 199,167 and were not included in diluted EPS as their effect would be anti-dilutive. |
Adoption of recent accounting pronouncements | The Company's accounting policies are the same as those described in Note 3 to the Company's Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2020. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the Condensed Consolidated Financial Statements as a result of future adoption. |
Digital Assets (Tables)
Digital Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Changes in digital assets | Bitcoin Ether Bitcoin Cash Tether Total Balance at December 31, 2020 $ 375,173 $ 985,634 $ 1,259 $ — $ 1,362,066 Sale of Digital Assets (21,105 ) — — — (21,105) Impairment — — — — — Balance at March 31, 2021 $ 354,068 $ 985,634 $ 1,259 $ — $ 1,340,961 Balance at December 31, 2019 $ 698,710 $ 1,163,019 $ 1,259 $ — $ 1,862,988 Sale of Digital Assets (216,309 ) (7,462 ) — — (223,771) Impairment — — — — — Balance at March 31, 2020 $ 482,401 $ 1,155,557 $ 1,259 $ — $ 1,639,217 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | March 31, December 31, 2021 2020 Accrued interest on token refund liability $ 10,553 $ 547,853 Legal and professional services 6,844 31,018 Software development 11,504 32,795 Other accrued liabilities 16,468 515 Credit card payable 7,377 5,547 Total Accounts Payable and Accrued Expenses $ 52,746 $ 617,729 |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - Tokens / BTC | 3 Months Ended | 7 Months Ended |
Mar. 31, 2021 | Jul. 01, 2018 | |
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 ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 59,554 | $ 20,257 | ||
Working capital deficit | (11,104,136) | |||
Stockholders' deficit | (11,103,568) | (11,728,183) | $ (11,421,682) | $ (11,285,030) |
Accumulated deficit | $ (11,104,461) | $ (11,729,074) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 7 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jul. 01, 2018 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Bitcoin received | $ 11,863,530 | |||
Cash received | $ 609,670 | |||
Refunds to be paid to claimants | $ 226,258 | $ 12,982,170 | ||
Accrued interest | 10,553 | 547,853 | ||
Adjusted cost basis | 1,340,961 | 1,362,066 | ||
Impairment losses | ||||
Potentially dilutive coomon stock equivalents | 125,000 | 199,167 | ||
Software development costs | $ 66,194 | $ 62,185 | ||
Accrued interest previously recorded and released | 537,300 | |||
Deferred revenue | $ 12,218,612 |
Digital Assets - (Details)
Digital Assets - (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Digital assets balance | $ 1,340,961 | $ 1,639,217 | $ 1,362,066 | $ 1,862,988 |
Sale of digital assets | (21,105) | (223,711) | ||
Impairment | ||||
Ether | ||||
Digital assets balance | 354,068 | 482,401 | 375,173 | 698,710 |
Sale of digital assets | (21,105) | (216,309) | ||
Impairment | ||||
Bitcoin | ||||
Digital assets balance | 985,634 | 1,155,557 | 985,634 | 1,163,019 |
Sale of digital assets | (7,462) | |||
Impairment | ||||
Bitcoin Cash | ||||
Digital assets balance | 1,259 | 1,259 | 1,259 | 1,259 |
Sale of digital assets | ||||
Impairment | ||||
Tether | ||||
Digital assets balance | ||||
Sale of digital assets | ||||
Impairment |
Digital Assets (Details Narrati
Digital Assets (Details Narrative) | 3 Months Ended | 31 Months Ended | |||
Mar. 31, 2021USD ($)Tokens / BTC | Mar. 31, 2020USD ($) | Feb. 21, 2021Tokens / BTC | Dec. 31, 2020Tokens / BTC | Jun. 25, 2018Tokens / BTC | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||
Net gain on sale of digital assets | $ | $ 221,775 | $ 58,804 | |||
BCOT tokens created | 553,262,386 | ||||
BCOT tokens distributed | 68,771,608 | 69,160,720 | |||
BCOT tokens in holding | 484,488,778 | 484,101,666 | |||
BCOT returned to the company | 387,112 | 397,088 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued interest on token refund liability | $ 10,553 | $ 547,853 |
Legal and professional services | 6,844 | 31,018 |
Software development | 11,504 | 32,795 |
Other accrued liabilities | 16,468 | 515 |
Credit card payable | 7,377 | 5,547 |
Total accounts payable and accrued liabilities | $ 52,746 | $ 617,729 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2020 | |
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 applied 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 was 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 | ||
Sponsorship Agreements | |||
Debt instrument terms | The cash payment associated with the remaining Sponsorship Agreement is 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 the 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 loan upon the completion of the crowd sale campaign. | ||
Liability of outstanding agreement | $ 20,000 | $ 20,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
US federal statutory tax rate | 21.00% | 21.00% |
BCOT Tokens (Details Narrative)
BCOT Tokens (Details Narrative) | 9 Months Ended |
Aug. 01, 2018USD ($) | |
Notes to Financial Statements | |
Establishment of BCOT Token refund liability | $ 12,445,318 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | 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”) were 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 Potential BCOT Token Claimants must submit claims forms within three months of this date (the “Claim Form Deadline”). The Company must settle all valid claims within three months of the Claim Form Deadline. | ||
Account payable | $ 226,258 | ||
Accrued interest | 10,553 | $ 547,853 | |
Deferred revenue | $ 12,218,612 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||
Payments to develop software | $ 34,519 | $ 34,519 | |
Due to related parties | $ 11,504 | $ 11,513 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 1 Months Ended |
Apr. 30, 2021USD ($) | |
Subsequent Events [Abstract] | |
Refund given to customers | $ 226,258 |