BTCS Inc. 10-Q

ITEM 1 Financial Statements BTCS Inc. Condensed Balance Sheets September 30 December 31, 2020 2019 (Unaudited) Assets: Current assets: Cash $ 364,703 $ 143,098 Digital currencies 899,004 252,903 Prepaid expense 35,474 24,008 Total current assets 1,299,181 420,009 Other assets: Property and equipment, net 449 1,344 Total other assets 449 1,344 Total Assets $ 1,299,630 $ 421,353 Liabilities and Stockholders’ Equity (Deficit): Accounts payable and accrued expense $ 29,882 $ 28,324 Accrued compensation 1,006,401 416,935 Convertible notes payable, net 376,822 159,854 Total current liabilities 1,413,105 605,113 Stockholders’ equity (deficit): Preferred stock; 20,000,000 shares authorized at $0.001 par value: Series B Convertible Preferred stock: 0 shares issued and outstanding at September 30, 2020 and December 31, 2019; Liquidation preference $0.001 per share - - Series C-1 Convertible Preferred stock: 29,414 shares issued and outstanding at September 30, 2020 and December 31, 2019; Liquidation preference $0.001 per share 29 29 Common stock, 975,000,000 shares authorized at $0.001 par value, 33,045,393 and 19,831,521 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 33,044 19,830 Additional paid in capital 118,633,142 116,780,174 Accumulated deficit (118,779,690 ) (116,983,793 ) Total stockholders’ equity (deficit) (113,475 ) (183,760 ) Total Liabilities and stockholders’ equity (deficit) $ 1,299,630 $ 421,353 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 BTCS Inc. Condensed Statements of Operations (Unaudited) For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Operating expenses: General and administrative $ 878,589 $ 251,439 $ 1,405,053 $ 803,075 Marketing 1,365 9,334 5,420 9,929 Total operating expenses 879,954 260,773 1,410,473 813,004 Other expense: Interest expense (96,068 ) (45,553 ) (221,488 ) (57,553 ) Impairment loss on digital currencies (29,302 ) (40,698 ) (162,254 ) (40,698 ) Realized loss on digital currencies transactions - (523 ) (1,682 ) (523 ) Total other expenses (125,370 ) (86,774 ) (385,424 ) (98,774 ) Net loss $ (1,005,324 ) $ (347,547 ) $ (1,795,897 ) $ (911,778 ) Deemed dividend related to reduction of warrant strike price - - - (95,708 ) Net loss attributable to common stockholders $ (1,005,324 ) $ (347,547 ) $ (1,795,897 ) $ (1,007,486 ) Net loss per share attributable to common stockholders, basic and diluted $ (0.03 ) $ (0.02 ) $ (0.07 ) $ (0.07 ) Weighted average number of common shares outstanding, basic and diluted 30,833,615 15,841,314 27,010,587 14,120,866 The accompanying notes are an integral part of these unaudited condensed financial statements. 5 BTCS Inc. Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) For the Three Months Ended September 30, 2020 Series C-1 Convertible Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit (Deficit) Equity Balance June 30, 2020 29,414 $ 29 28,191,377 $ 28,189 $ 117,808,716 $ (117,774,366 ) $ 62,568 Common stock issued including equity commitment fee, net - - 4,854,016 4,855 824,426 - 829,281 Net loss - - - - - (1,005,324 ) (1,005,324 ) Balance September 30, 2020 29,414 $ 29 33,045,393 $ 33,044 $ 118,633,142 $ (118,779,690 ) $ (113,475 ) For the Three Months Ended September 30, 2019 Series C-1 Convertible Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance June 30, 2019 29,414 $ 29 15,722,420 $ 15,722 $ 115,984,824 $ (115,907,423 ) $ 93,152 Common stock issued including equity commitment fee, net - - 1,909,946 1,910 459,473 - 461,383 Conversion of convertible notes - - 1,252,058 1,253 148,747 - 150,000 Beneficial conversion features associated with convertible notes payable - - 54,493 54,493 Net loss - - - - - (347,547 ) (347,547 ) Balance September 30, 2019 29,414 $ 29 18,884,424 $ 18,885 $ 116,647,537 $ (116,254,970 ) $ 411,481 For the Nine Months Ended September 30, 2020 Series C-1 Convertible Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit (Deficit) Equity Balance December 31, 2019 29,414 $ 29 19,831,521 $ 19,830 $ 116,780,174 $ (116,983,793 ) $ (183,760 ) Common stock issued including equity commitment fee, net - - 11,810,018 11,810 1,373,684 - 1,385,494 Conversion of convertible notes - - 1,403,854 1,404 210,053 - 211,457 Beneficial conversion features associated with convertible notes payable - - - - 269,231 - 269,231 Net loss - - - - - (1,795,897 ) (1,795,897 ) Balance September 30, 2020 29,414 $ 29 33,045,393 $ 33,044 $ 118,633,142 $ (118,779,690 ) $ (113,475 ) For the Nine Months Ended September 30, 2019 Series C-1 Convertible Additional Total Preferred Stock Common Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit (Deficit) Equity Balance December 31, 2018 29,414 $ 29 12,515,201 $ 12,515 $ 115,074,655 $ (115,343,192 ) $ (255,993 ) Common stock issued including equity commitment fee, net - - 4,374,741 4,375 1,142,014 - 1,146,389 Conversion of convertible notes - - 1,252,058 1,252 148,748 - 150,000 Beneficial conversion features associated with convertible notes payable - - 54,493 - 54,493 Fractional shares adjusted for reverse split - - 16,860 17 (17 ) - - Warrant exercise - - 725,564 726 227,644 - 228,370 Net loss - - - - - (911,778 ) (911,778 ) Balance September 30, 2019 29,414 $ 29 18,884,424 $ 18,885 $ 116,647,537 $ (116,254,970 ) $ 411,481 The accompanying notes are an integral part of these unaudited condensed financial statements. 6 BTCS Inc. Condensed Statements of Cash Flows (Unaudited) For the nine months ended September 30, 2020 2019 Net Cash flows used from operating activities: Net loss $ (1,795,897 ) $ (911,778 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expenses 895 1,017 Amortization on debt discount 186,199 39,741 Purchase of digital currencies (808,355 ) (249,923 ) Realized (loss) gain on digital currencies transactions 523 Impairment loss on digital currencies 162,254 40,698 Changes in operating assets and liabilities: Prepaid expenses and other current assets (11,466 ) (27,891 ) Accounts payable and accrued expenses 13,015 65,376 Accrued compensation 589,466 (88,086 ) Net cash used in operating activities (1,663,889 ) (1,130,323 ) Net cash provided by financing activities: Proceeds from exercise of warrants - 228,370 Proceeds from short term loan 500,000 - Net proceeds from issuance of common stock 1,385,494 1,146,389 Net cash provided by financing activities 1,885,494 1,374,759 Net (decrease) increase in cash 221,605 244,436 Cash, beginning of period 143,098 52,117 Cash, end of period $ 364,703 $ 296,553 Supplemental disclosure of non-cash financing and investing activities: Conversion of convertible note to common stock $ 211,457 $ 150,000 Exchange of promissory note and accrued interest into convertible note $ 217,973 Fractional shares adjusted for reverse split $ - $ 17 Deemed dividend $ - $ 95,708 Beneficial conversion features associated with convertible notes payable $ 269,231 $ 54,493 The accompanying notes are an integral part of these unaudited condensed financial statements. 7 BTCS Inc. Notes to Unaudited Condensed Financial Statements Note 1 - Business Organization and Nature of Operations BTCS Inc. (formerly Bitcoin Shop, Inc.), a Nevada corporation (the “Company”) was incorporated in 2008. In February 2014, the Company entered the business of hosting an online ecommerce marketplace where consumers could purchase merchandise using Digital Assets, including bitcoin and is currently focused on blockchain and digital currency ecosystems. In January 2015, the Company began a rebranding campaign using its BTCS.COM domain (shorthand for Blockchain Technology Consumer Solutions) to better reflect its broadened strategy. The Company released its new website which included broader information on its strategy. In late 2014 we shifted our focus towards our transaction verification service business, also known as bitcoin mining, though in mid-2016 we ceased our transaction verification services operation at our North Carolina facility due to capital constraints. The Company acquires Digital Assets to provide investors with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether. The Company acquires Digital Assets through open market purchases. We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets that appear to benefit our investors, subject to the certain limitations regarding Digital Securities. The Company is also seeking to acquire controlling interests in businesses in the blockchain industry. The Company has not participated in any initial coin offerings as it believes most of the offerings entail the offering of Digital Securities and require registration under the Securities Act and under state securities laws or can only be sold to accredited investors in the United States. Since about July 2017, initial coin offerings using Digital Securities have been (or should be) limited to accredited investors. Because we cannot qualify as an accredited investor, we do not intend to acquire coins in initial coin offerings or from purchasers in such offerings. Further, the Company does not intend to participate in registered or unregistered initial coin offerings. The Company will carefully review its purchases of Digital Securities to avoid violating the 1940 Act and seek to reduce potential liabilities under the federal securities laws. Digital asset blockchains are typically maintained by a network of participants which run servers which secure their blockchain. The Company is also internally developing a digital asset data analytics platform to provide information to users, such as tracking of multiple exchanges and wallets to aggregate portfolio holdings into a single platform to view and analyze performance, risk metrics, and potential tax implications. The market is rapidly evolving and there can be no assurances that we will be competitive with industry participants that have or may have greater resources than us. Note 2 - Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q and the rules and regulations of the SEC. Accordingly, since they are interim statements, the accompanying unaudited condensed financial statements do not include all of the information and notes required by GAAP for annual financial statements, but in the opinion of the Company’s management, reflect all adjustments consisting of normal, recurring adjustments, that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed financial statements and notes should be read in conjunction with the financial statements and notes for the year ended December 31, 2019. Note 3 - Liquidity, Financial Condition and Management’s Plans The Company has commenced its planned operations but has limited operating activities to date. The Company has financed its operations since inception using proceeds received from capital contributions made by its officers and proceeds in financing transactions. Notwithstanding, the Company has limited revenues, limited capital resources and is subject to all of the risks and uncertainties that are typical of an early stage enterprise. Significant uncertainties include, among others, whether the Company will be able to raise the capital it needs to finance its longer-term operations and whether such operations, if launched, will enable the Company to sustain operations as a profitable enterprise. 8 BTCS Inc. Notes to Unaudited Condensed Financial Statements Our working capital needs are influenced by our level of operations, and generally decrease with higher levels of revenue. The Company used $1,663,889 of cash in its operating activities for the nine months ended September 30, 2020. The Company incurred $1,795,897 net loss for the nine months ended September 30, 2020. The Company had cash of $364,703 and negative working capital of $113,924 at September 30, 2020. The Company expects to incur losses into the foreseeable future as it undertakes its efforts to execute its business plans. The Company will require significant additional capital to sustain its short-term operations and make the investments it needs to execute its longer-term business plan. The Company’s existing liquidity is not sufficient to fund its operations and anticipated capital expenditures for the foreseeable future. The Company is currently seeking to obtain additional equity financing, primarily through the Equity Line Purchase Agreement with Cavalry and seeking to obtain additional equity linked debt financing, however there are currently no other commitments of debt or equity in place for further financing nor is there any assurance that such financing will be available to the Company on favorable terms, if at all. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the financial statements. The financial statements have been prepared assuming the Company will continue as a going concern. The Company has not made adjustments to the accompanying financial statements to reflect the potential effects on the recoverability and classification of assets or liabilities should the Company be unable to continue as a going concern. The Company continues to incur ongoing administrative and other operating expenses, including public company expenses, in excess of revenues. While the Company continues to implement its business strategy, it intends to finance its activities by: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, ● seeking additional financing through sales of additional securities whether through Cavalry or other investors. Note 4 - Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. Digital Assets Translations and Remeasurements Digital Assets are included in current assets in the balance sheets. Digital Assets are recorded at cost less impairment. An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gain (loss) on sale of Digital Assets are included in other income (expense) in the statements of operations. The Company assesses impairment of Digital Assets quarterly if the fair value of digital assets is less than its cost basis. The Company recognizes impairment losses on Digital Assets caused by decreases in fair value using the average U.S. dollar spot price of the related Digital Asset as of each impairment date. Such impairment in the value of Digital Assets are recorded as a component of costs and expenses in our statements of operations. 9 BTCS Inc. Notes to Unaudited Condensed Financial Statements Use of Estimates The accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). This requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, stock-based compensation, the valuation of derivative liabilities, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, if any, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates and assumptions. Net Loss per Share Basic loss per share is computed by dividing the net income or loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the Company’s convertible preferred stock, convertible notes and warrants. Diluted loss per share excludes the shares issuable upon the conversion of preferred stock, notes and warrants from the calculation of net loss per share if their effect would be anti-dilutive. The following financial instruments were not included in the diluted loss per share calculation as of September 30, 2020 and 2019 because their effect was anti-dilutive: As of September 30, 2020 2019 Warrants to purchase common stock 502,915 1,229,700 Series C-1 Convertible Preferred stock 196,093 196,093 Convertible notes 4,662,005 581,957 Total 5,361,013 2,007,751 Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. Note 5 - Note Payable and Accounts Payable 2019 Promissory Note On November 7, 2019, the Company issued a $200,000 promissory note (the “2019 Promissory Note”). The 2019 Promissory Note is due on August 7, 2020 and is: (i) convertible at a 20% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.02 per share, (ii) shall bear interest at 12% per annum (payable at maturity) and in the event of default bears interest at a rate of 20%, (iii) convertible at the Company’s option subject to certain limitations as set forth in the 2019 Promissory Note, and (iv) may be prepaid by the Company. In addition, the Convertible Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance date, the Convertible Note was convertible into 2,173,913 shares of common stock at $0.09 per share, but the Company’s fair value of underlying common stock was $0.12 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $50,000 with a corresponding credit to additional paid-in capital. On April 6, 2020, the Company issued a total of 735,294 shares of the Company’s common stock for the conversion of $50,000 of principal on the 2019 Promissory Note. On May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note. 10 BTCS Inc. Notes to Unaudited Condensed Financial Statements On May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining accrued interest of $9,458 on the 2019 Promissory Note. During the nine months ended September 30, 2020, the Company recorded approximately $40,000 in interest expense related to amortization on debt discount related to the 2019 Promissory Note. During the nine months ended September 30, 2020, the Company recorded interest expense of approximately $7,900. As of September 30, 2020, the principal balance of the 2019 Promissory Note was $0. 2020 Promissory Note On April 17, 2020, the Company issued Cavalry Fund I LP (the “Fund”) a $500,000 promissory note (the “2020 Promissory Note”) in consideration for $500,000. The Promissory Note is (i) due on February 17, 2021, (ii) convertible at a 35% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.01 per share and (iii) shall bear interest at 12% per annum (payable at maturity). Subject to certain limitations, the Company may force conversion of the 2020 Promissory Note. In addition, the Convertible Note does not contain any embedded features that require bifurcation pursuant to ASC 815-15. At the issuance date, the Convertible Note was convertible into 7,770,008 shares of common stock at $0.064 per share, but the Company’s fair value of underlying common stock was $0.099 per share. As such, the Company recognized a beneficial conversion feature, resulting in a discount to the Notes of approximately $269,000 with a corresponding credit to additional paid-in capital. During the nine months ended September 30, 2020, the Company recorded approximately $146,000 in interest expense related to amortization on debt discount related to the 2020 Promissory Note. As of September 30, 2020, the remaining unamortized debt discount related to the 2020 Promissory Note was approximately $123,000. During the nine months ended September 30, 2020, the Company recorded interest expense of approximately $27,000. As of September 30, 2020, the principal balance of the 2020 Promissory Note was $500,000. Accounts Payable During the nine months ended September 30, 2020, the Company recorded compensation payable of $1,006,401 which relates to contingent bonuses earned for the achievement of performance milestones. Note 6 - Stockholders’ Equity Issuance of Shares Pursuant to Equity Line of Credit Purchase Agreement On September 5, 2019, the Company filed a second Registration Statement on Form S-1 seeking to register 6,454,000 shares. The second Registration Statement was declared effective by the SEC on December 20, 2019. During the nine months ended September 30, 2020, the Company issued 6,186,633 shares of common stock (including 24,219 pro-rata commitment shares) under the second Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $415,000. On June 22, 2020, the Company filed a third Registration Statement on Form S-1 seeking to register 9,045,000 shares. The third Registration Statement was declared effective by the SEC on June 26, 2020. During the nine months ended September 30, 2020, Company issued 5,623,385 shares of common stock (including 56,885 pro-rata commitment shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $975,000. Issuance of Shares Due to Conversion of 2019 Promissory Note On April 6, 2020, the Company issued a total of 735,294 shares of the Company’s common stock for the conversion of $50,000 of principal on the 2019 Promissory Note. On May 7, 2020, the Company issued a total of 632,736 shares of the Company’s common stock for the conversion of the remaining $150,000 of principal and $2,000 of interest on the 2019 Promissory Note. On May 11, 2020, the Company issued a total of 35,824 shares of the Company’s common stock for the conversion of the remaining accrued interest of $9,458 on the 2019 Promissory Note. Note 7 - Subsequent Events From October 6, 2020 to October 28, 2020, the Company issued 3,421,615 shares of common stock (including 27,418 pro-rata commitment shares) under the third Registration Statement pursuant to the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $469,922. On November 2, 2020, the Company issued a total of 371,503 shares of the Company’s common stock for the conversion of $42,500 of principal on the 2020 Promissory Note. 11 ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations. Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements. Factors that could cause or contribute to these differences include those discussed in the Risk Factors contained in our Annual Report on Form 10-K filed with the SEC on March 23, 2020 and our Prospectus dated June 26, 2020. Overview We are an early entrant in the Digital Asset market and one of the first U.S. publicly traded companies to be involved with Digital Assets and block chain technologies. To our knowledge, we are one of a few public companies intending to acquire both Digital Assets and a controlling interest in one or more businesses in the Digital Asset and blockchain industries. Digital Asset Initiatives The Company acquires additional Digital Assets to provide investors with indirect ownership of Digital Assets that are not securities, such as bitcoin and ether. The Company acquires Digital Assets through open market purchases. We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets that appear to benefit our investors, subject to the limitations contained within this report regarding Digital Securities. The following table reflects the fair market value of our Digital Assets as of September 30, 2020: Digital Asset Units Held Fair Market Value Bitcoin (BTC) 63.65 $ 686,580 Ethereum (ETH) 2,554.72 $ 919,748 Total $ 1,606,328 The following table reflects the fair market value of our Digital Assets as of November 3, 2020. Digital Asset Units Held Fair Market Value Bitcoin (BTC) 63.65 $ 873,737 Ethereum (ETH) 2,554.72 $ 978,583 Total $ 1,852,320 The Company has not participated in any initial coin offerings as it believes most of the offerings entail the offering of Digital Securities and require registration under the Securities Act and under state securities laws or can only be sold to accredited investors in the United States. Since about July 2017, initial coin offerings using Digital Securities have been (or should be) limited to accredited investors. Because we cannot qualify as an accredited investor, we do not intend to acquire coins in initial coin offerings or from purchasers in such offerings. Further, the Company does not intend to participate in registered or unregistered initial coin offerings. The Company will carefully review its purchases of Digital Securities to avoid violating the 1940 Act and seek to reduce potential liabilities under the federal securities laws. The market is rapidly evolving and there can be no assurances that we will be competitive with industry participants that have or may have greater resources than us. Digital Asset Data Analytics Platform We are also focused on Digital Assets and blockchain technologies. We are currently internally developing a digital asset data analytics platform aimed at aggregating users’ information, such as tracking of multiple exchanges and wallets to aggregate portfolio holdings into a single platform to view and analyze performance, risk metrics, and potential tax implications. The platform utilizes digital asset exchange APIs to read user data and does not allow for the trading of assets. As a result of the pandemic, we have experienced delays in the development of the platform. 12 Acquisition Initiatives The Company is also seeking to acquire controlling interests in businesses in the blockchain industry as further described in this report. We plan to continue to evaluate other strategic opportunities including acquiring controlling interests in business in this rapidly evolving sector in an effort to enhance shareholder value. Even though the prices of Digital Assets have been subject to substantial volatility and there remains some regulatory uncertainty, we believe that businesses using blockchain technology and those involved with Digital Assets such as bitcoin and ether, offer upside opportunity and are the types of opportunities that we may pursue. Our current framework or criteria is to seek and evaluate acquisition targets in the blockchain and Digital Asset sector which (i) align with our business model of acquiring Digital Assets or acquiring a controlling interest in one or more blockchain technology related business ventures, and (ii) have sufficient capital to provide working capital. As disclosed in this report we have limited cash, and accordingly as a critical framework element are seeking acquisition targets with sufficient capital which may help us sustain our operations without having us rely on toxic funding structures. Our acquisition activities are spearheaded by Charles Allen, our Chief Executive Officer who regularly communicates with Mr. David Garrity, one of our independent directors who is also seeking acquisition targets on behalf of the Company. We also monitor blockchain networks and may consider re-entering the digital asset mining business if and when we believe a positive return on investment is achievable. However, given the current network difficulties and price levels to mine both bitcoin and ethereum we do not believe mining offers a positive return on investment at present and have no immediate plans to resume mining. Going Concern Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, our independent auditors have indicated in their report on our December 31, 2019 financial statements that there is substantial doubt about our ability to continue as a going concern. The continuation of our business is dependent upon us raising additional funds. The issuance of additional equity or convertible debt securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We continue to incur ongoing administrative and other expenses, including public company expenses, primarily accounting and legal fees, in excess of corresponding (non-financing related) revenue. While we continue to implement its business strategy, it intends to finance its activities through: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and ● seeking additional financing through sales of additional securities. 13 Results of Operations for the Three Months Ended September 30, 2020 and 2019 The following table reflects our operating results for the three months ended September 30, 2020 and 2019: For the three months ended September 30, 2020 2019 Operating expenses: General and administrative $ 878,589 $ 251,439 Marketing 1,365 9,334 Total operating expenses 879,954 260,773 Other expense: Interest expense (96,068 ) (45,553 ) Impairment loss on digital currencies (29,302 ) (40,698 ) Realized loss on digital currencies transactions - (523 ) Total other expenses (125,370 ) (86,774 ) Net loss $ (1,005,324 ) $ (347,547 ) Operating Expenses Operating expenses for the three months ended September 30, 2020 and 2019 were $879,954 and $260,773, respectively. The increase is primarily from contingent bonuses being earned for the achievement of performance milestones. Other Expense Other expense for the three months ended September 30, 2020 and 2019 was $125,370 and $86,774, respectively. The increase is primarily from interest expense on our convertible notes. Results of Operations for the Nine Months Ended September 30, 2020 and 2019 The following table reflects our operating results for the nine months ended September 30, 2020 and 2019: For the nine months ended September 30, 2020 2019 Operating expenses: General and administrative $ 1,405,053 $ 803,075 Marketing 5,420 9,929 Total operating expenses 1,410,473 813,004 Other expense: Interest expense (221,488 ) (57,553 ) Impairment loss on digital currencies (162,254 ) (40,698 ) Realized loss on digital currencies transactions (1,682 ) (523 ) Total other expenses (385,424 ) (98,774 ) Net loss $ (1,795,897 ) $ (911,778 ) Deemed dividend related to reduction of warrant strike price - (95,708 ) Net loss attributable to common stockholders $ (1,795,897 ) $ (1,007,486 ) 14 Operating Expenses Operating expenses for the nine months ended September 30, 2020 and 2019 were $1,410,473 and $813,004, respectively. The increase is primarily from contingent bonuses being earned for the achievement of performance milestones. Other Expense Other expense for the nine months ended September 30, 2020 and 2019 was $385,424 and $98,774, respectively. The increase is primarily from interest expense on our convertible notes and impairment of our digital asset holdings. Net loss attributable to common stockholders We incurred $0 and $95,708 of deemed dividend related to reduction of warrant strike price during the nine months ended September 30, 2020 and 2019, respectively. Liquidity and Capital Resources Net Cash from Operating Activities Net cash used in operating activities was $1,663,889 for the nine months ended September 30, 2020. Net cash used in operating activities for the nine months ended September 30, 2020 was primarily driven by a $1,795,897 net loss and $808,355 purchase of digital currencies, and partially offset by impairment loss on digital currencies of $162,254 and amortization of debt discount of $186,199. Net cash used in operating activities was $1,130,323 for the nine months ended September 30, 2019. Net cash used in operating activities for the nine months ended September 30, 2019 was primarily driven by a $911,778 net loss, purchases of digital currencies of $249,923 and changes in operating assets and liabilities of $50,601, and was partially offset by impairment loss on digital assets of $40,698 and amortization on debt discount of $39,741. Net Cash from Financing Activities Net cash provided by financing activities was $1,885,494 for the nine months ended September 30, 2020. During the nine months ended September 30, 2020, the Company issued 11,810,018 shares of common stock (including 81,104 pro-rata commitment shares) under the Purchase Agreement with Cavalry resulting in aggregate proceeds of approximately $1.4 million. In addition, the Company entered into a $500,000 short term convertible note payable in April 2020. The convertible note bears interest at 12%. Net cash provided by financing activities was approximately $1.4 million for the nine months ended September 30, 2019, including $0.2 million from exercise of warrants and $1.1 million from selling a total of 4,041,407 shares of common stock under the Purchase Agreement which excludes 333,334 commitment shares issued upon entering the Purchase Agreement. Liquidity As of November 3, 2020, the Company had $770,742 of cash. On September 30, 2020, we had current assets of $1,299,181 and current liabilities of $1,413,105, rendering negative working capital of $113,924. Our working capital needs are influenced by our level of operations, and generally decrease with higher levels of revenue. The Company used $1,663,889 of cash in its operating activities for the nine months ended September 30, 2020. The Company incurred a $1,795,897 net loss for the nine months ended September 30, 2020. The Company had cash of $364,703 and negative working capital of $113,924 at September 30, 2020. The Company expects to incur losses into the foreseeable future as it undertakes its efforts to execute its business plans. On April 17, 2020, we issued an institutional investor a $500,000 promissory note (the “Promissory Note”) in consideration for $500,000. The Promissory Note is (i) due on February 17, 2021, (ii) convertible at a 35% discount to the closing price of the Company’s common stock on the date before exercise with a floor price of $0.01 per share and (iii) shall bear interest at 12% per annum (payable at maturity). Subject to certain limitations, the Company may force conversion of the Promissory Note. As of October 28, 2020, the Company had sold 19,540,407 shares of common stock (and issued 177,054 commitment shares) under the $10 million Purchase Agreement and received $3,034,541 in connection with the sales. We cannot provide any assurance that we will be able to continue selling under the $10 million Purchase Agreement or that we will be able to do so at prices that we believe are beneficial to the Company and its shareholders. 15 We will require significant additional capital to sustain short-term operations and make the investments needed to execute our longer-term business plan. Our existing liquidity is not sufficient to fund operations and anticipated capital expenditures for the foreseeable future, and we do not have sufficient cash resources to support our current operations for the next 12 months, and will need additional funding, whether through our $10 million Purchase Agreement or other sources, to resume revenue generating activities. If we attempt to obtain additional debt or equity financing, we cannot provide assurance that such financing will be available to us on favorable terms, if at all. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about our ability to continue as a going concern. The unaudited financial statements have been prepared assuming we will continue as a going concern. We have not made adjustments to the accompanying unaudited financial statements to reflect the potential effects on the recoverability and classification of assets or liabilities should we be unable to continue as a going concern. We continue to incur ongoing administrative and other expenses, including public company expenses, primarily accounting and legal fees, in excess of corresponding (non-financing related) revenue. While we continue to implement its business strategy, it intends to finance its activities through: ● managing current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and ● seeking additional financing through sales of additional securities. Off Balance Sheet Transactions We are not a party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations. RECENT ACCOUNTING PRONOUNCEMENTS For information on recent accounting pronouncements, see Note 4 to the Unaudited Condensed Financial Statements. Cautionary Note Regarding Forward-Looking Statements This report contains forward-looking statements including our liquidity and future business plans. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are contained in our filings with the SEC, including our Prospectus dated June 26, 2020. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. ITEM 3 Quantitative and Qualitative Disclosures About Market Risk Not applicable. 16