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Business Organization and Nature of Operations
9 Months Ended
Sep. 30, 2014
Notes to Financial Statements  
Business Organization and Nature of Operations

Bitcoinshop.us LLC (“BCSLLC”) was formed on July 28, 2013 as a Maryland limited liability company and launched its e-commerce website in August 2013.

 

Bitcoin Shop, Inc. (formerly TouchIt Technologies, Inc.), a Nevada Corporation (the “Company”) through its wholly-owned subsidiary BCSLLC is in the business of developing, marketing and operating an e-commerce website, which offers its users an online marketplace for transacting business in digital currencies, including Bitcoins, Litecoins and Dogecoins (“Digital Currencies”).  The Company is also in the business of mining Digital Currencies specifically Bitcoin.

 

The online presence that the Company operates is hosted, maintained, and developed by the Company.  The Company has developed a proprietary application and website that allows the Company to interface with its vendors in order to display up-to-date inventory, and present prices stated in digital currency based on a market exchange rate stated in United States Dollars (“USD”).  The equivalence of Digital Currencies to USD is updated continually and at each stage through the checkout process. When customers reach the Company’s checkout page the equivalence of Digital Currencies to USD is locked in by the Company’s payment processor for 15 minutes.  The payment processor assumes the digital currency exchange risk unless we choose to retain the Digital Currencies.

 

The Company currently operates both a beta version of our ecommerce website at www.btcs.com where consumers can purchase products using digital currency such as bitcoin, litecoin and dogecoin, by searching through a selection of over 2,000,000 items from 85 retailers (“Beta”), as well as our legacy site at legacy.bitcoinshop.us (“Legacy”).  The Company does not take physical possession or title to any inventory in either the Beta or Legacy sites.  All orders are originated by the Company’s customers through its websites and are fulfilled by third party vendors.  The Company charges its customers a processing fee and earns a profit margin on each transaction.  Customers purchase merchandise on the Company’s websites in amounts denominated in Digital Currencies.  The Company converts a portion of the Digital Currencies received from its customers as payment, to an amount of USD that are needed to remit payments to third party vendors that ultimately fulfill the orders; provided, however the Company from time to time elects to retain the Digital Currencies and pay third party vendors with the Company funds.

 

On September 14, 2014 the Company entered into an independent contractor agreement with Hashmaster Tech, LLC ("Hashmaster").  Under the agreement, Hashmaster will act as an independent contractor in the purchasing and operating of Digital Currency mining equipment which the Company will own.  The agreement contemplates lower operating fees in a tiered manner until Hashmaster is operating $1 million of the Company's mining equipment.  Hashmaster has also agreed to an exclusivity clause with Bitcoin Shop such that the Company will be the only public company for whom Hashmaster mines.

 

On February 5, 2014, BCSLLC and the holders of its membership interest entered into a securities exchange agreement (the “Exchange Agreement”) with Bitcoin Shop, Inc.  Upon closing of the transaction contemplated under the Exchange Agreement (the “Share Exchange”), the holders of BCSLLC’s outstanding membership interests (the “BitcoinShop Members”) transferred all the outstanding membership interests of BCSLLC to the Company in exchange for an aggregate of 100,773,923 shares of the Company’s common stock $0.001 par value per share (the “Common Stock”).  As a result, BCSLLC became a wholly-owned subsidiary of the Company.  The Share Exchange is accounted for as a reverse merger (the “Merger”) and recapitalization of BCSLLC in the Company, whereby the Company is the legal acquirer and BCSLLC is the legal acquiree and the accounting acquirer in this transaction.  Consequently, the assets and liabilities and the historical operations of the Company that are reflected in the condensed consolidated financial statements prior to the Merger are those of BitcoinShop.us, LLC, and the condensed consolidated financial statements of the Company after completion of the Merger include the assets and liabilities of Bitcoinshop.us, LLC, historical operations of BitcoinShop.us, LLC and operations of Bitcoinshop.us, LLC from the closing date of the Merger.