10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 0-55108

BLACKBOXSTOCKS INC.

(Exact name of registrant as specified in its charter)

Nevada	45-3598066
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5430 LBJ Freeway, Suite 1485, Dallas, Texas	75240
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (972) 726-9203

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex‐change Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.                                      ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates (2,959,900 shares of common stock) as of June 30, 2020 was $7,281,354 (computed by reference to the price at which the common equity was last sold ($2.46) as of the last business day of the registrant's most recently completed second fiscal quarter). For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.

The number of shares outstanding of the Registrant’s Common Stock as of March 30, 2021 was 8,579,877.

DOCUMENTS INCORPORATED BY REFERENCE: None.

TABLE OF CONTENTS

		Page
INTRODUCTORY COMMENT		1
FORWARD LOOKING STATEMENTS		1
PART I		2
ITEM 1.	BUSINESS	2
ITEM 1A.	RISK FACTORS	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	4
ITEM 2.	PROPERTIES	4
ITEM 3.	LEGAL PROCEEDINGS	4
ITEM 4.	MINE SAFETY DISCLOSURES	4
PART II		5
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6.	SELECTED FINANCIAL DATA	6
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	6
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	12
ITEM 9A.	CONTROLS AND PROCEDURES	12
ITEM 9B.	OTHER INFORMATION	13
PART III		14
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	14
ITEM 11.	EXECUTIVE COMPENSATION	15
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	17
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	17
PART IV		19
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	19
ITEM 16.	FORM 10-K SUMMARY	20
SIGNATURES		21

INTRODUCTORY COMMENT

Throughout this Annual Report on Form 10-K (the "Report”), the terms “we,” “us,” “our,” “Blackboxstocks,” or the “Company” refers to Blackboxstocks Inc., a Nevada corporation.

FORWARD LOOKING STATEMENTS

When used in this Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding events, conditions and financial trends which may affect the Company’s future plans of operations, business strategy, operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties described herein and actual results may differ materially from those included within the forward-looking statements. Additional factors are described in the Company’s other public reports and filings with the Securities and Exchange Commission (the “SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly release the result of any revision of these forward-looking statements to reflect events or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

This Report contains certain estimates and plans related to us and the industry in which we operate, which assume certain events, trends and activities will occur and the projected information based on those assumptions. We do not know that all of our assumptions are accurate. If our assumptions are wrong about any events, trends and activities, then our estimates for future growth for our business may also be wrong. There can be no assurance that any of our estimates as to our business growth will be achieved.

The following discussion and analysis should be read in conjunction with our financial statements and the notes associated with them contained elsewhere in this Report. This discussion should not be construed to imply that the results discussed in this Report will necessarily continue into the future or that any conclusion reached in this Report will necessarily be indicative of actual operating results in the future. The discussion represents only the best assessment of management.

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PART I

ITEM 1.          BUSINESS

Overview of Business

Blackboxstocks, Inc. is a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software (the “Blackbox System”) employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. We continuously scan the New York Stock Exchange (“NYSE”), NASDAQ, Chicago Board Options Exchange (the “CBOE”), and other options markets, analyzing over 8,000 stocks and over 1,000,000 options contracts multiple times per second. We provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/video feature that allows our members to broadcast on their own channels to share trading strategies and market insight within the Blackbox community. We employ a subscription based Software as a Service (“SaaS”) business model and maintain a growing base of users that spans 42 countries.

The Blackbox System is a unique and disruptive financial technology platform combining proprietary analytics and broadcast enabled social media to connect traders of all types worldwide on an intuitive, user-friendly system. The complexity of our backend analytics is neatly hidden from the end user by our simple and easy to navigate dashboard which includes real-time alerts, scanners, financial news, institutional grade charting and proprietary analytics.

Development of the Blackbox System

The Blackbox System was made available for use to subscribing customers worldwide in September 2016. In December 2017, we launched our first Options Flow Scanner as a new feature on our platform. Our Options Flow Scanner is designed to monitor and alert our users to unusual activity on the options exchange. We have created many proprietary options alerts and a proprietary options “heatmap” to allow our users to follow large options purchases in real-time. This has proven to be a very popular feature for our users. We also added a Dark Pool Scanner in 2020. The Dark Pool Scanner feature monitors, tracks and displays large blocks of stock that are often purchased in dark pools and not on the regular exchanges. In October of 2020 we completed a system integration with the online brokerage platform TradeStation. This integration allows Blackbox users that have an account with TradeStation to trade directly through the Blackbox platform without leaving our dashboard.

We also provide our users with a full set of internal social media functions within our dashboard. These features include chat rooms, direct messaging, follow/block capability, custom user profiles, and most importantly broadcast enabled audio channels. We believe that combining these social media features with our analytics, within a single dashboard provides a unique user experience allowing for the rapid exchange of information and consensus throughout our community. The resulting dynamic is what we describe as “the best of man and machine”.

We are in the process of developing and anticipate adding many new features and functions to the Blackbox System, including but not limited to, native iOS and Android mobile applications, a crypto currency analytics and trading platform, as well as a comprehensive watchlist and portfolio management system. In January of 2021 we deployed an intermediate native application for iOS an Android phones to send push notifications to our users which allowed us to cease using a third-party solution that was inefficient and cumbersome. We are also in the process of upgrading our current chat and audio broadcast feature. Development of planned features and functions are expected to cost approximately $250,000.

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Marketing of the Blackbox System

The Company launched its Blackbox System web application for domestic use and made it available to subscribers in September 2016. Use of the Blackbox System is sold on a monthly or annual subscription basis to individual consumers through our website at http://www.blackboxstocks.com. We believe our Blackbox System subscriptions are priced competitively with similar web-based trading tools. We primarily use a combination of digital marketing campaigns and customer referral compensation plans in our advertising program. Our digital advertising efforts utilize banner and similar marketing on social media platforms as well as targeted email. We believe that this form of advertising has been and will continue to be effective in attracting subscribers. We continuously monitor and evaluate the effectiveness of specific social media platforms and allocate marketing funds accordingly. We also promote our subscriptions through an established compensated customer referral program. We offer certain subscribers the right to promote the Blackbox System and receive referral fees for subscribers generated from such subscribers’ effort. Generally, we pay referring subscribers $25 for each subscription generated and $25 for each month the subscriber continues their subscription. We incurred $272,908 and $121,227 in customer referral expenditures in each of the years ended December 31, 2020 and 2019, respectively. We expect to continue utilizing the customer referral sales program as it has proven to be an extremely efficient form of advertising. Our advertising and marketing expense was $705,706 and $261,470 for the years ended December 31, 2020 and 2019, respectively. We intend to continue to deploy a significant amount of marketing funds on both digital campaigns and customer referral programs in the future. In addition, we may also utilize television and radio advertising.

Intellectual Property

We rely on a combination of trademark and copyright laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product coding and marks. As of the date of this report, the Company has not yet registered any trademarks, copyrights or other intellectual property associated with our business.

Government Regulation and Approvals

The Company offers its subscribing customers a trading tool and not a trading platform, broker dealer or exchange, and therefore does not expect to be subject to regulatory oversight by the SEC, FINRA or other financial regulatory agencies. We are not aware of any governmental regulations or approvals required for the marketing or use of our Blackbox System or the services provided.

Competition

We operate in a highly competitive environment. The principal resources necessary for the development of investment software tools and services and knowledgeable personnel to conduct all phases of development and marketing operations are limited. We must compete for such resources with startups, major financial services companies and midsize competitors. Many of these competitors have financial and other resources substantially greater than ours.

We consider our platform unique and do not consider any trading tools or trading analytics software direct competitors of our Company. There are many trading tools on the current market often referred to as “scanners”, that provide features, functions and analytics similar to those of the Blackbox System. There are also many social media platforms that cater to stock traders that serve as real-time informational sources. However, we believe that our Blackbox System is the only platform that has successfully merged a comprehensive analytics system or “scanner” and a social media platform within the same “dashboard” allowing users to view the same real-time data in parallel. Our Blackbox System creates a unique community for traders that can all share the same information and analyze this information on an identical analytics in real-time. We also consider our system unique because our predictive algorithms automatically populate alerts for active stocks with high probability of short-term gains. In spite of these factors that differentiate us, we believe the following companies that could be considered competitors due to some like features and retail price point: Trade Ideas, Flow Algo, Trade Alert and Wall Street Jesus.

3

Employees

As of March 30, 2021, the Company has 7 full-time employees and one part-time employee. We consider our relationship with our employees to be good.

Additional Information

We file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on a regular basis, and disclose certain material events in current reports on Form 8-K. The public may read and copy any materials that we file with the SEC at the Public Reference Room at the SEC located at 100 F Street NE, Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

We make available, free of charge on our website (http://www.blackboxstocks.com), our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K (and any amendments to such reports) as soon as reasonably practical after such reports are filed. Information contained on or connected to our website is not incorporated by reference into this report and should not be considered part of this report or any other filing that we make with the SEC.

ITEM 1A.         RISK FACTORS

The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 1B.         UNRESOLVED STAFF COMMENTS

None.

ITEM 2.         PROPERTIES

We do not own any real estate or other physical properties. Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 in office space leased from Teachers Insurance and Annuity Association of America. During the years ended December 31, 2020 and 2019 we incurred $59,597 and $54,631, respectively, in office rental expense. Future minimum rental payments under the extended lease are $61,800 in 2021 and $46,863 in 2022.

ITEM 3.         LEGAL PROCEEDINGS

There are currently no material pending legal or governmental proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

ITEM 4.         MINE SAFETY DISCLOSURES.

Not applicable.

4

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. (the “OTC Pink”) under the symbol “BLBX.” The following table shows the reported high and low closing bid prices per share for our Common Stock based on information provided by the OTC Pink. The over-the-counter market quotations set forth for our Common Stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

	Common Stock Bid Price
Financial Quarter Ended	High ($)		Low ($)
December 31, 2020		2.15		3.35
September 30, 2020		3.10		2.00
June 30, 2020		2.55		2.21
March 31, 2020		2.75		1.99
December 31, 2019		4.95		4.74
September 30, 2019		6.60		2.50
June 30, 2019		9.00		6.60
March 31, 2019		14.97		3.00

On March 17, 2021, the last closing bid price per share for our Common Stock reported by the OTC Pink was $2.55.

Holders

Records of Securities Transfer Corporation, our transfer agent, indicate that as of March 17, 2021, we had 696 record holders of our Common Stock. The number of registered stockholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” As of March 17, 2021, we had 8,579,877 shares of our Common Stock issued and outstanding.

Dividends

We have not declared any dividends on our Common Stock and do not anticipate that we will declare or pay any dividends on our Common Stock in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions, restrictions in our organizational documents, and any other factors that our Board of Directors deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity compensation plans.

5

Recent Sales of Unregistered Securities

During the quarter ended December 31, 2020 the Company sold 6,411 shares of Common Stock and Warrants, exercisable for a period of 5 years, to purchase 3,206 shares of Common Stock at an exercise price of $1.95 per share, to third parties for aggregate consideration of $12,501.

During the quarter ended December 31, 2020 the Company sold 155,505 shares of Common Stock to third parties for $303,235.

During the quarter ended December 31, 2020 the Company issued 51,283 shares of its Common Stock at a value of $1.95 to third parties in settlement of convertible promissory notes.

On December 7, 2020 the Company issued 23,000 shares of its Common Stock at a value of $1.95 to a third party in conjunction with a consulting services agreement.

On November 4, 2020 the Company issued 3,000 shares of its Common Stock at a value of $1.95 to a third party as forbearance previously granted on notes payable settled in 2019.

The securities described above were privately offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act. The Company reasonably believed that each of the purchasers of such securities had access to information concerning its operations and financial condition, were acquiring the securities for their own account and not with a view to the distribution thereof, and each investor qualified as an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. Furthermore, no "general solicitation" was made by the Company with respect to sale of any of the securities. At the time of their issuance, the securities described above were deemed to be restricted securities for purposes of the Securities Act and the documentation representing the securities bear legends and/or non-transfer provisions to that effect.

All of the Company’s other sales of unregistered securities during the period covered by the Report have been previously reported as required in Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and/or current reports on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.         

ITEM 6. SELECTED FINANCIAL DATA

Not required.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of financial condition and results of operations for the fiscal years ended December 31, 2020 and 2019 should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Form 10-K.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

6

Overview

We are a financial technology and social media hybrid platform offering real-time proprietary analytics and news for stock and options traders of all levels. Our web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the trading price of a stock or option. Our Blackbox System continuously scans the NASDAQ, NYSE, CBOE, and other options markets, analyzing over 8,000 stocks and up to 1,000,000 options contracts multiple times per second. We also provide our users with a fully interactive social media platform that is integrated into our dashboard, enabling our users to exchange information and ideas quickly and efficiently through a common network. We recently introduced a live audio/video feature that allows our members to broadcast on their own channels to share trade strategies and market insight within the Blackbox community.

We launched our platform for domestic use and made it available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through our website at http://www.blackboxstocks.com.

Our principal office is located at 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240 and our telephone number is (972) 726-9203. Our Common Stock is quoted on the OTC Pink under the symbol “BLBX.” Our corporate website is located at http://www.blackboxstocks.com.

Basis of Presentation of Financial Information

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. At December 31, 2020 and 2019, the Company had an accumulated deficit of $7,184,818 and $6,829,907, respectively, and for the years ended December 31, 2020 and 2019 the Company incurred net losses of $354,911 and $2,983,438, respectively. In November 2020, the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC, (“FVP”), as agent for the Lenders in connection with the issuance of a Note in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company repaid an existing secured note payable in the amount of $100,000 along with accrued interest, and certain outstanding trade payables in the amount of $133,880. In addition, the Company granted the Lender a security interest in substantially all of its assets. As a result of this financing and the cash flows from operations, the Company had a cash balance of $972,825 at December 31, 2020. Management believes that this will be sufficient to fund its operations and service its debt for the next twelve months. In addition, management may continue to raise additional debt or equity capital in order to improve liquidity or finance more aggressive growth or development. There can be no assurance that the Company will be able to raise additional capital or on what terms.

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Recently Issued Accounting Pronouncements

During the year ended December 31, 2020 and through March 31, 2021, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

7

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

Summary of Significant Accounting Policies

Use of Estimates

The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP.  Actual results could differ from those estimates.

Cash

Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

Fair Value of Financial Instruments

The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

Derivative Financial Instruments

FASB ASC Topic 820, Fair Value Measurement requires bifurcation of certain embedded derivative instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company’s notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative.

Recently Issued Accounting Pronouncements.

During the years ended December 31, 2020 and 2019, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

Property and Equipment

The Company’s property and equipment is being depreciated on the straight-line basis over an estimated useful life of three years.

Income Taxes

The Company will recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

8

Management evaluates the probability of the realization of its deferred income tax assets.  Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards.    Accordingly, the deferred income tax asset is offset by a full valuation allowance.

In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Earnings or (Loss) Per Share

Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period.  Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period.  Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

Share-Based Payment

Under ASC Topic 718, Compensation - Stock Compensation, all share based payments to employees, including share option grants, are to be recognized in the statement of operations based on their fair values. No share based payments were issued for the years ended December 31, 2020 and 2019.

Revenue Recognition

Revenue is recognized from the sale of subscriptions for the use of the Blackbox System web application, on a monthly or annual basis. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The performance obligation by the Company is in exchange for the monthly subscription fee, the subscriber is allowed access to the Blackbox System on the website for the calendar month. Revenue related to annual subscriptions is recognized each month with unearned subscriptions reflected as a current liability.

Other Liabilities

The Company planned the development of a future product, a complimentary platform to share its IP protocol with the current Blackbox System on a subscription basis. The future product was not developed and launched. The Company received advance payments from a new subscriber group in anticipation of the development of this future product and the amounts were deferred and in the first quarter 2021 the subscribers agreed to terminate those agreements. As of December 31, 2020, the Company has received $180,000 from this future subscriber group.

9

Prepaid Expenses

Prepaid expenses are current assets created when the Company makes payments or incurs an obligation for expenses identified for a future period. These amounts are charged to expense as the services are provided.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Reclassification

Affiliate referral expenses totaling $121,227 for the year ended December 31, 2019 have been reclassed from cost of revenues to advertising and marketing expense on the statement of operations. Also data feed expenses in the aggregate of $79,691 have been reclassed from software development costs as of December 31, 2019 to cost of revenue.

Liquidity and Capital Resources

At December 31, 2020, the Company had a cash balance of $972,825 and a working capital deficit of $990,738 as compared to a cash balance of $21,172 and a working capital deficit of $3,525,306 at December 31, 2019. In addition, the Company incurred a net loss of $354,911 for the year ended December 31, 2020. The Company generated cash flow from operations of $143,580 for the year ended December 31, 2020 as compared to cash used by operations of $710,992 in the prior year.

The Company believes that it has sufficient capital resources to fund its current operations and debt service requirements.

Loan Agreement

On November 12, 2020, the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC, (“FVP”), as agent for the Lenders in connection with the issuance of a Note (the “FPV Note”) in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company repaid an existing secured note payable in the amount of $100,000 along with accrued interest and certain outstanding trade payables in the amount of $133,880.

10

Sale of Common Stock and Warrants

During the year ended December 31, 2020, the Company received subscriptions for the purchase of 346,533 shares of Common Stock at a cash price of $1.95 per share for aggregate cash consideration of $407,982 In connection with certain of the sales, warrants to purchase up to 35,259 shares of the Company’s Common Stock at a cash price of $1.95 per share were issued to certain of the subscribers.

During the year ended December 31, 2020, the Company also issued an aggregate of 104,339 shares of Common Stock, for settlement of debt obligations and services rendered valued at $205,950.

Additional funding is expected to be generated as necessary through equity financing from the sale of our Common Stock and/or debt. If we are successful in completing equity financing, existing stockholders will experience dilution of their interest in our Company. We do not currently have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our Common Stock or debt to fund our plans of operation and ongoing operational expenses.

Results of Operations

Comparison of Years Ended December 31, 2020 and 2019

For the years ending December 31, 2020 and 2019, the Company’s revenue totaled $3,367,563 and $1,062,573, respectively, for which its respective costs of revenues totaled $1,201,320 and $695,076. Revenues increased as a result of an expanded subscription base for monthly revenues. The Company’s revenue from subscriptions grew from $1,037,778 in the year ended December 31, 2019 to $3,340,983 in the year ended December 31, 2020, an increase of $2,303,205. Gross margin increased to $2,166,243 or 64.3% of revenues for the year ended December 31, 2020 as compared to gross margin of $367,497 or 34.6% of revenues for the prior year.

For the year ending December 31, 2020, the Company had operating expenses totaling $2,578,941 compared to $1,372,530 for the same period in 2019, an increase of $1,206,411. Operating expenses were 76.6% of revenues for the year ended December 31, 2020 as compared to 129.2% of revenues for the year ended December 31, 2019. Selling general and administrative expenses increased by $724, 361 but decreased as a percentage of sales from 98.0% to 52.4% for the year ended December 31, 2020. The increase was primarily due to higher consulting, salary and selling expenses. Advertising and marketing expenses increased by $444,236 to $705,706 for the year ended December 31, 2020 but declined as a percentage of sales to 21.0% as compared to 24.6% for the prior year. In addition, software development costs increased approximately $43,072.

Operating loss for the year ended December 31, 2020 declined by $592,335 to $412,698 as compared to the year ended December 31, 2019 due to substantially higher revenues and gross margin being partially offset by higher operating expenses.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

All financial statements required by this Item are presented beginning on Page F-1, and are incorporated herein by this reference.

11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Gust Kepler, our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2020, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of December 31, 2020 were not effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual financial statements, Gust Kepler, our principal executive officer and principal financial officer, has assessed the effectiveness of internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework, and SEC guidance on conducting such assessments. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation and qualified by the “Limitations on Effectiveness of Controls” set forth in this Item 9A below, management has determined that as of December 31, 2020, our internal controls over financial reporting were not effective and there are material weaknesses in our internal control over financial reporting.

12

The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, wherein non-accelerated filers are exempt from Sarbanes-Oxley internal control audit requirements.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2020 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

Management is aware that there is a lack of segregation of duties at the Company due to the fact that the Company only has one director and executive officer dealing with general administrative and financial matters. This constitutes a significant deficiency in the internal controls. Management has decided that considering the officer/director involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation were low and the potential benefits of adding additional employees to clearly segregate duties did not justify the expenses associated with such increases. Management periodically reevaluates this situation. In light of the Company’s current cash flow situation, the Company does not intend to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions.

ITEM 9B.         OTHER INFORMATION

None.

13

PART III

ITEM 10.         DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following individuals currently serve as the sole director and executive officers of our Company. All directors of our Company hold office until the next annual meeting of shareholders or until their successors have been elected and qualified. The executive officers of our Company are appointed by our Board of Directors and hold office until their death, resignation or removal from office.

Sole Director and Executive Officers	Age	Date of Appointment	Position(s) Held
Gust Kepler	56	December 1, 2015	Director, President, Chief Executive Officer, Chief Financial Officer and Secretary
Jeff Sharrock	56	January 1, 2016	Vice President of Operations

Gust Kepler was appointed to serve as a director and our President, Chief Executive Officer, Chief Financial Officer and Secretary on December 1, 2015. Mr. Kepler also serves as the President of G2 International, Inc. (“G2”). G2 is a consulting firm with expertise in investment banking founded by Mr. Kepler in 2002. G2’s primary focus is taking private companies public and providing advice regarding capitalization, strategic planning and investor relations. Prior to founding G2, Mr. Kepler founded Parallax Entertainment, Inc. (“Parallax”) in 1996. Parallax was an independent record label, online promotional vehicle and e-commerce solution for musicians on the Internet. Mr. Kepler managed all aspects of the label including A&R, production, marketing and distribution. In 2000, Mr. Kepler successfully completed a direct public offering for the company and Parallax subsequently became a publicly traded company on the OTC Bulletin Board. Mr. Kepler was also the cofounder of Glance Toys, Ltd. (“Glance Toys”) which was formed in 1990. Glance Toys designed, manufactured and marketed products classified in junior sporting goods category. Products included foam balls, flying discs and beach products, some of which received patents. Glance Toy’s products were sold nationally in prominent chains such as Wal-Mart, Target, Toys R Us, 7-Eleven, and numerous other well-known retailers.

Jeff Sharrock was appointed to serve as our Vice President of Operations on January 1, 2016. Mr. Sharrock oversees accounting, communications and IT solutions for the Company. He is also in charge of financial analysis, budgeting, compliance and corporate governance for Blackboxstocks.com. Prior to joining Blackboxstocks, Mr. Sharrock served as the Director of Operations for G2 International, Inc. G2 is an investment banking consulting firm specializing in taking private companies public and providing those companies with advice regarding capitalization, strategic planning and investor relations. Mr. Sharrock oversaw all aspects of daily operations and was heavily involved in the accounting and regulatory aspects of the company. He also served as the main point of contact for large G2 clients.

Involvement in Certain Legal Proceedings

Neither our sole director nor any executive officer has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has he been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

14

Code of Ethics for Financial Executives

The Company has not yet adopted a Financial Code of Ethics applicable to our directors, officers and employees due to the fact that the Company only has one person (Gust Kepler) currently serving as a director and two persons (Gust Kepler and Jeff Sharrock) serving as executive officers. The Board of Directors plans to adopt a Code of Ethics as it deems appropriate, when and if it adds additional directors, officers and employees.

Board Committees and Financial Expert

The Company does not currently maintain separate audit, nominating or compensation committees. When necessary, the entire Board of Directors performs the tasks that would be required of those committees. Furthermore, we do not have a qualified financial expert serving on the Board of Directors at this time, because we have not been able to hire a qualified candidate and we have inadequate financial resources at this time to hire such an expert.

ITEM 11.         EXECUTIVE COMPENSATION

The following table sets forth all compensation for the last two fiscal years awarded to, earned by or paid our chief executive officer and our only other compensated executive officer serving during the last completed fiscal year (collectively, the "Named Executives"):

Summary Compensation Table

Name and Principal Position	Year	Salary		All other Compensation (1)($)			Total ($)
Gust Kepler, Director, President, Chief Executive Officer,	2020	$	12,000	$	11,120	(2)	$	23,120
Chief Financial Officer and Secretary	2019	$	12,000	$	--		$	12,000
Jeff Sharrock, Vice President of Operations	2020	$	73,000	$	6,352	(2)	$	79,352
	2019	$	73,008	$	500	(2)	$	73,508

(1) Other than the remuneration discussed above, we have no retirement, pension, profit sharing, stock option or similar program for the benefit of the officers, directors or employees of the Company.

(2) Reflects cash bonus payment.

Narrative Disclosure to Summary Compensation Table

We paid salaries to both of Named Executives in 2020 and 2019. Mr. Kepler is paid an annual salary of $12,000 and Mr. Sharrock is paid an annual salary of $73,000. Mr. Kepler was paid a discretionary cash bonus of $11,120 in 2020. Mr. Sharrock was also paid discretionary bonuses of $6,352 in 2020 and $500 in 2019. All compensation was paid in cash pursuant to standard Company payroll practices. We do not have arrangements with any of our employees, including the Named Executives, to pay or provide any non-cash compensation.

The Company has not entered into any other employment agreement or consulting agreement with any officer or director of the Company providing for compensation and all serve at the discretion of our Board of Directors.

15

Outstanding Equity Awards

The Company has no equity compensation plans.

Compensation of Directors

The Company does not pay compensation to its directors for their service at this time. Furthermore, the Company has no present formal plan for compensating our directors for their service in their capacity as such.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of the date hereof with respect to the holdings of: (1) each person known to us to be the beneficial owner of more than 5% of our Common Stock; (2) each of our directors, nominees for director and named executive officers; and (3) all directors and executive officers as a group. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Applicable percentages are based upon 8,579,877 shares of Common Stock and 5,000,000 shares of Preferred Stock outstanding as of March 17, 2021. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 5430 LBJ Freeway, Suite 1485, Dallas, Texas 75240.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner		Percent of Class
Common Stock
As a Group	Officers and Directors (1 person)		2,331,668		27	%
As Individuals	Gust Kepler		2,331,668		27	%
	David Kyle		833,334		10	%
	Eric Pharis 2 Lake Forest Court Trophy Club, Texas 76262		791,615		9	%
	Stephen Chiang 8 Kitchener Link City Square Residences #21-14 Singapore 207226		1,000,000		12	%
Series A Preferred Stock
As a Group	Officers and Directors (1 person)		5,000,000		100	%
As Individuals	Gust Kepler		5,000,000		100	%

There are no arrangements, known to the Company, the operation of which would result in a change in control of the Company.

16

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

As of January 1, 2020, the Company was owed $9,823 from Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company. During the year ended December 31, 2020 Mr. Kepler repaid $9,823.

During the year ended December 31, 2019 the Company advanced $1,500 to its VP/Director of Operations and the balance remains outstanding, is unsecured and bears no interest.

During the years ended December 31, 2020 and 2019, the Company engaged the services of EDM Operators (“EDM”), which is owned by Company stockholders Eric Pharis and David Kyle, for application development services of the Company’s Blackbox System technology. During the years ended December 31, 2020 and 2019, EDM was paid $40,200 and $13,500 for services, respectively.

G2 International, Inc. (“G2”), which does business as IPA Tech Group (“IPA”), is a company wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company’s controlling stockholder. As of December 31, 2020, the Company has a prepaid balance of $36,700 for public relations and marketing services with G2/IPA. These funds are reserved in anticipation of a future campaign to move the Company’s stock to listing on a national exchange.

Director Independence

Our Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company does not currently maintain a separate audit committee. When necessary, the entire Board of Directors performs the tasks that would be required of an audit committee.  Our Board of Director’s policy is to pre-approve all audit, audit related and permissible non-audit fees and services provided by our independent registered public accounting firm.  Our Board of Directors pre-approved all of the fees described below.  Our Board of Directors also reviews any factors that could impact the independence of our independent registered public accounting firm in conducting the audit and receives certain representations from our independent registered public accounting firm towards that end.

On December 18, 2015, the Company executed a letter agreement engaging Turner, Stone & Company, L.L.P. (“Turner Stone”) as our independent registered accounting firm and Turner Stone rendered professional services for the audit of our annual financial statements for the years ended December 31, 2020 and 2019 contained in this Report.

Audit Fees

The aggregate fees billed by Turner Stone for professional services rendered for the audit of our annual financial statements for 2019 and 2020 and the reviews of the financial statements included in our Forms 10-Q and 8-K, or services normally provided by the accountant in connection with statutory and regulatory filings for those fiscal years were $37,095 and $41,500, respectively.

Audit-Related Fees

No fees or expenses were billed by Turner Stone in fiscal years 2019 or 2020 for professional services rendered, other than the fees disclosed above under the caption “Audit Fees” for assurance and related services relating to performance of the audit or review of our financial statements.

17

Tax Fees

The aggregate fees billed by Turner Stone in fiscal years 2019 or 2020 for professional services rendered for tax compliance, tax advice or tax planning were $2,325 and $3,000, respectively

All Other Fees

We incurred no other fees or expenses for the 2019 or 2020 fiscal years for any other products or professional services rendered by Turner Stone other than as described above.

18

PART IV

ITEM 15.         EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following documents are filed as part of this Annual Report on Form 10-K beginning on the pages referenced below:

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2020 and 2019	F-2
Statements of Operations for the years ended December 31, 2020 and 2019	F-3
Statements of Stockholders’ Deficit for years ended December 31, 2020 and 2019	F-4
Statements of Cash Flows for the years ended December 31, 2020 and 2019	F-5
Notes to Financial Statements	F-6 – F-14

(b) Exhibits

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated by reference as described below.

Exhibit	Description
2.1	Form of Share Exchange Agreement dated December 1, 2015, by and among SMSA Ballinger Acquisition Corp., Tiger Trade Technologies, Inc. and the stockholders of Tiger Trade (incorporated by reference to Exhibit 2.1 of the Company’s Information Statement on Form 8-K filed with the Commission on December 7, 2015).
3.1	Articles of Incorporation of SMSA Ballinger Acquisition Corp. (incorporated by reference to Exhibit 3.4 of the Company's Registration Statement on Form 10-12G filed with the Commission on August 5, 2014).
3.2	Certificate of Designation of Series A Preferred Stock dated December 1, 2015 (incorporated by reference to Exhibit 3.1 of the Company’s Information Statement on Form 8-K filed with the Commission on December 7, 2015).
3.3	Certificate of Amendment to Articles of Incorporation dated effective March 9, 2016. (incorporated by reference to Exhibit 3.9 of the Company’s Annual Report on Form 10-K filed with the Commission on April 14, 2016).
3.4	Certificate of Amendment to Articles of Incorporation dated effective as of July 15, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 15, 2019)
3.5	Bylaws of SMSA Ballinger Acquisition Corp. (incorporated by reference to Exhibit 3.5 of the Company's Registration Statement on Form 10-12G filed with the Commission on November 27, 2013).
4.1	Description of Securities (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K filed with the Commission on April 16, 2020)
4.2	Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated May 21, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
4.3	Form of Warrant for the Purchase Of Common Stock (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
4.4	Form of 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. dated July 17, 2019 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)

19

4.5	Form of First Amendment to 8% Fixed Convertible Promissory Note of Blackboxstocks, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Commission on July 30, 2019)
10.1	Second Amendment to Office Lease dated September 19, 2017 between Teachers Insurance and Annuity Association of America and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K filed with the Commission on April 17, 2018).
10.2	Loan Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
10.3	Securities Purchase Agreement dated April 10, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.4	Securities Purchase Agreement dated May 3, 2019 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.5	Securities Purchase Agreement dated May 22, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2019)
10.6	Note dated November 12, 2020 payable to Feenix Venture Partners Opportunity Fund II LP (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
10.7	Security Agreement dated November 12, 2020 between FPV Servicing LLC and Blackboxstocks, Inc. (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 16, 2020)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*
101.1	Interactive data files pursuant to Rule 405 of Regulation S-T*

* Filed herewith.

ITEM 16.         FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2021	BLACKBOXSTOCKS INC.
	By:	/s/ Gust Kepler
		Gust Kepler
		President, Chief Executive Officer and Secretary (Principal Executive Officer and Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Gust Kepler
Gust Kepler	President, Chief Executive Officer, Secretary and Director (Principal Executive Officer and Principal Financial and Accounting Officer)	March 31, 2021

21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders’ and Sole Director of Blackboxstocks Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Blackboxstocks Inc. (the “Company”) as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

March 31, 2021

We have served as the Company’s auditor since 2015.

F-1

Blackboxstocks Inc.

Balance Sheets

 December 31, 2020 and 2019

	December 31,
	2020			2019
Assets
Current assets:
Cash	$	972,825		$	21,172
Accounts receivable, net of allowance for doubtful accounts of $68,589 at December 31, 2020 and 2019, respectively		17,990			5,745
Inventory		17,661			-
Total current assets		1,008,476			26,917
Property and equipment:
Office, computer and related equipment, net of depreciation of $46,679 and $39,526 at December 31, 2020 and 2019, respectively		3,772			9,626
Domain name, net of amortization of $15,282 and $9,551 at December 31, 2020 and 2019, respectively		1,910			7,641
Right of use lease, net of amortization of $97,725 and $51,009 at December 31, 2020 and 2019, respectively		62,348			109,064
Total property and equipment		68,030			126,331
Long term assets:
Advances receivable, related parties (Note 5)		-			9,823
Prepaid expenses		44,643			80,868
Prepaid expenses, related party (Note 5)		36,700			36,700
Total long term assets		81,343			127,391
Total Assets	$	1,157,849		$	280,639
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	352,545		$	632,287
Accrued interest		10,425			42,566
Accrued interest, related party		-			16,680
Unearned subscriptions		1,016,157			189,007
Lease liability right of use, current		40,473			46,124
Other liabilities		180,000			180,000
Senior secured note payable, current		10,000			-
Convertible notes payable, net of discount of $194,267 and $13,859 at December 31, 2020 and 2019, respectively (Note 6)		257,150			593,891
Notes payable, net of note discount of $0 and $38,294 at December 31, 2020 and 2019, respectively (Note 6)		131,605			218,138
Notes payable, related party (Note 6)		859			228,000
Derivative liability		-			1,405,530
Total current liabilities		1,999,214			3,552,223
Long term liabilities:
Senior secured note payable, long term, net of debt issuance costs of $99,852 at December 31, 2020		890,148			-
Lease liability right of use, long term		26,241			66,715
Total long term liabilities		916,389			66,715
Commitments and contingencies (Note 8)
Stockholders' Deficit:
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2020 and 2019, respectively		-			-
Series A Convertible Preferred Stock, $0.001 par value, 5,000,000 shares authorized; 5,000,000 issued and outstanding at December 31, 2020 and 2019, respectively		5,000			5,000
Common stock, $0.001 par value, 100,000,000 shares authorized: 8,410,386 and 7,908,231 issued and outstanding at December 31, 2020 and 2019, respectively		8,410			7,908
Common stock, subscribed		12,500			35,060
Additional paid in capital		5,401,154			3,443,640
Accumulated deficit		(7,184,818	)		(6,829,907	)
Total Stockholders' Deficit		(1,757,754	)		(3,338,299	)
Total Liabilities and Stockholders' Deficit	$	1,157,849		$	280,639

The accompanying footnotes are an integral part of these financial statements.

F-2

Blackboxstocks Inc.

 Statements of Operations

For the years ended December 31, 2020 and 2019

	December 31,
	2020			2019
Revenue:
Subscriptions	$	3,340,983		$	1,037,778
Other revenues		23,850			24,795
Merchandise sales		2,730			-
Total revenues		3,367,563			1,062,573
Cost of revenues		1,201,320			695,076
Gross margin		2,166,243			367,497
Operating expenses:
Software development costs		94,221			51,149
Selling, general and administrative		1,766,130			1,041,769
Advertising and marketing		705,706			261,470
Depreciation and amortization		12,884			18,142
Total operating expenses		2,578,941			1,372,530
Operating loss		(412,698	)		(1,005,033	)
Interest expense		174,083			65,090
Convertible note financing		500,469			1,240,347
Loss (gain) on derivative liability		(1,155,718	)		83,766
Default expense		24,750			57,750
Amortization of debt discount		398,629			531,452
Loss before income taxes		(354,911	)		(2,983,438	)
Income taxes		-			-
Net loss	$	(354,911	)	$	(2,983,438	)
Weighted average number of common shares outstanding - basic		8,074,164			7,749,695
Net loss per share - basic	$	(0.04	)	$	(0.38	)

The accompanying footnotes are an integral part of these financial statements.

F-3

Blackboxstocks Inc.

 Statement of Stockholders' Deficit

For the years ended December 31, 2020 and 2019

	Series A Preferred Stock				Preferred Stock				Common Stock				Common Stock			Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Subscribed			Capital		Deficit			Total
Balance at December 31, 2018		5,000,000	$	5,000		-	$	-		7,678,047	$	7,678	$	144,060		$	2,543,264	$	(3,846,469	)	$	(1,146,467	)
Issuance of shares for cash		-		-		-		-		216,354		216		(109,000	)		430,081		-			321,297
Issuance of shares in settlement of accrued expenses		-		-		-		-		13,830		14		-			127,986		-			128,000
Imputed discount on convertible notes payable (Note 6)		-		-		-		-		-		-		-			342,309		-			342,309
Net loss		-		-		-		-		-		-		-			-		(2,983,438	)		(2,983,438	)
Balance at December 31, 2019		5,000,000	$	5,000		-		-		7,908,231	$	7,908	$	35,060		$	3,443,640	$	(6,829,907	)	$	(3,338,299	)
Issuance of shares for cash, net of fees		-		-		-		-		346,533		347		-			430,195		-			430,542
Subscription of shares cancelled		-		-		-		-		-		-		(22,560	)		-		-			(22,560	)
Issuance of shares pursuant to convertible note payables		-		-		-		-		51,283		51		-			145,472		-			145,523
Issuance of shares in settlement of expenses		-		-		-		-		56,339		56		-			112,294		-			112,350
Issuance of shares in exchange for services		-		-		-		-		48,000		48		-			93,552		-			93,600
Convertible note forbearance extinguishment of derivative liability		-		-		-		-		-		-		-			522,065		-			522,065
Warrants issued for amendment of convertible notes payable		-		-		-		-		-		-		-			653,936		-			653,936
Net loss		-		-		-		-		-		-		-			-		(354,911	)		(354,911	)
Balance at December 31, 2020		5,000,000	$	5,000		-		-		8,410,386	$	8,410	$	12,500		$	5,401,154	$	(7,184,818	)	$	(1,757,754	)

The accompanying footnotes are an integral part of these financial statements.

F-4

Blackboxstocks Inc.

 Statements of Cash Flows

For the years ended December 31, 2020 and 2019

	December 31,
	2020			2019
Cash flows from operating activities
Net loss	$	(354,911	)	$	(2,983,438	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense		12,884			18,142
Amortization of note discount		398,629			531,452
Shares issued in settlement of financing costs		105,850			-
Shares issued in settlement of services		100,100			-
Expenses paid by lender		6,030			27,385
Convertible note financing		500,469			1,240,347
Change in fair value of derivative liability		(1,155,718	)		83,766
Convertible note default expense		24,750			57,750
Financing cost		-			26,396
Right of use lease expense		591			-
Changes in operating assets and liabilities:
Accounts receivable		(12,245	)		(2,026	)
Inventory		(17,661	)		-
Prepaid expenses		36,225			26,778
Accounts payable		(279,742	)		107,151
Accrued interest		(32,141	)		41,732
Accrued interest, related party		(16,680	)		14,600
Unearned subscriptions		827,150			98,973
Net cash provided by (used in) operating activities		143,580			(710,992	)
Cash flows from investing activities
Cash repayments from related parties		9,823			-
Purchases of property and equipment		(1,299	)		(1,587	)
Net cash provided by (used in) investing activities		8,524			(1,587	)
Cash flows from financing activities
Common stock issued for cash		430,542			321,297
Common stock subscribed		(22,560	)		-
Proceeds from issuance of notes payable		1,127,100			251,455
Debt issuance costs		(99,852	)		-
Proceeds from issuance of convertible notes payable		100,000			473,725
Proceeds from Payroll Protection Program Loan		130,200			-
Principal payments on notes payable		(457,657	)		(294,522	)
Principal payments on convertible notes payable		(181,083	)		-
Principal payments on notes payable, related parties		(227,141	)		-
Cash advances from related parties		-			109,342
Cash repayments to related parties		-			(155,547	)
Net cash provided by financing activities		799,549			705,750
Net increase (decrease) in cash		951,653			(6,829	)
Cash - beginning of year		21,172			28,001
Cash - end of year	$	972,825		$	21,172
Supplemental disclosures
Interest paid	$	186,516		$	2,000
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Repayment of note in exchange for note payable	$	(39,370	)	$	-
Common stock issued in settlement of accrued expenses	$	-		$	128,000
Common stock issued in settlement of convertible notes payable	$	100,000		$	-
Lease, right of use and liability	$	-		$	160,073
Discount on notes payable	$	69,500		$	-
Discount on convertible notes payable	$	-		$	342,309
Debt discount on convertible notes payable	$	-		$	131,417
Financing costs on funding agreements	$	-		$	84,445
Repayment of note payable, related party in exchange for advances	$	2,933		$	-
Issuance of warrants for forbearance agreements	$	371,243		$	-

The accompanying footnotes are an integral part of these financial statements.

F-5

BLACKBOXSTOCKS INC.

NOTES TO FINANCIAL STATEMENTS

For the Years Ended December 31, 2020 and 2019

1. ORGANIZATION

Blackboxstocks Inc. (the “Company”) was incorporated on October 4, 2011 under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter 11 of the United States Bankruptcy Code.

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in March 2016. The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that may result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over 8,000 stocks and up to 1,000,000 options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in September 2016. Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://www.blackboxstocks.com.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. At December 31, 2020 and 2019, the Company had an accumulated deficit of $7,184,818 and $6,829,907, respectively, and for the years ended December 31, 2020 and 2019 the Company incurred net losses of $354,911and $2,983,438, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. As discussed in Note 6, the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC, (“FVP”), as agent for the Lenders in connection with the issuance of a Note in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company repaid an existing secured note payable in the amount of $100,000 along with accrued interest, and certain outstanding trade payables in the amount of $133,880. In addition, the Company granted the Lender a security interest in substantially all of its assets. As a result of this financing and the cash flows from operations, the Company had a cash balance of $972,825 at December 31, 2020. Management believes that this will be sufficient to fund its operations and service its debt for the next twelve months. In addition, management may continue to raise additional debt or equity capital in order to improve liquidity or finance more aggressive growth or development. There can be no assurance that the Company will be able to raise additional capital or on what terms.

The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

F-6

Use of Estimates. The Company’s financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP.  Actual results could differ from those estimates.

Cash. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of three months or less.

Fair Value of Financial Instruments. The Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the customer’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

Derivative Financial Instruments. FASB ASC Topic 820, Fair Value Measurement requires bifurcation of certain embedded derivative instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company’s notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative.

Recently Issued Accounting Pronouncements. During the years ended December 31, 2020 and 2019 there were several new accounting pronouncements issued by the FASB. Each of the other pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

Property and Equipment. The Company’s property and equipment is being depreciated on the straight-line basis over an estimated useful life of three years.

Income Taxes. The Company will recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Management evaluates the probability of the realization of its deferred income tax assets.  Management determined that because the Company has not yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards.    Accordingly, the deferred income tax asset is offset by a full valuation allowance.

In accordance with ASC Topic 740, Income Taxes, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Earnings or (Loss) Per Share. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period.  Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period.  Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

F-7

Share-Based Payment. Under ASC Topic 718, Compensation - Stock Compensation, all share based payments to employees, including share option grants, are to be recognized in the statement of operations based on their fair values. No share-based payments were issued for the years ended December 31, 2020 and 2019.

Revenue Recognition. Revenue is recognized from the sale of subscriptions for the use of the Blackbox System web application, on a monthly or annual basis. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The performance obligation by the Company is in exchange for the monthly subscription fee, the subscriber is allowed access to the Blackbox System on the website for the calendar month. Revenue related to annual subscriptions is recognized each month with unearned subscriptions reflected as a current liability.

Other Liabilities. The Company planned the development of a future product, a complimentary platform to share its IP protocol with the current Blackbox System on a subscription basis. The future product was not developed and launched. The Company received advance payments from a new subscriber group in anticipation of the development of this future product and the amounts were deferred and in the first quarter 2021 the subscribers agreed to terminate those agreements. As of December 31, 2020, the Company has received $180,000 from this future subscriber group.

Software Development Costs. Blackboxstocks is engaged in the development of its proprietary Blackbox System technology, a proprietary algorithm driven system, through a combination of in-house system analysts and outside contractors. Under the guidelines of ASC Topic 985, Software, the cost of the Company’s Blackbox System was expensed during development and the Blackbox System software for use in the United States, reached technical feasibility in August 2016, became marketable and was made available to subscribers beginning September 1, 2016. Subsequent to that time, in accordance with ASC Topic 985 these costs are expensed.

Prepaid Expenses. Prepaid expenses are current assets created when the Company makes payments or incurs an obligation for expenses identified for a future period. These amounts are charged to expense as the services are provided.

Contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

F-8

Reclassification. Affiliate referral expenses totaling $121,227 for the year ended December 31, 2019 have been reclassed from cost of revenues to advertising and marketing expense on the statement of operations. Also data feed expenses in the aggregate of $79,691 have been reclassed from software development costs as of December 31, 2019 to cost of revenue.

3.   STOCKHOLDERS’ DEFICIT

The Company has authorized 10,000,000 shares of preferred stock at $0.001 par value, 5,000,000 of which are designated as “Series A Convertible Preferred Stock” at $0.001 par value and 100,000,000 authorized shares of common stock at $0.001 par value (“Common Stock”).

Shares of Series A Convertible Preferred Stock do not accumulate dividends, have no liquidation preferences and are convertible into shares of Common Stock on a one-for-one basis. Additionally, each share entitles the holder to 100 votes and, with respect to dividend and liquidation rights, the shares rank pari passu with the Company’s Common Stock. All shares are held by Gust C. Kepler, Director, Chief Executive Officer, President and Chief Financial Officer (“Mr. Kepler”).

On January 28, 2020 the Company issued 50,000 shares of its Common Stock at a value of $2.00 to a third party in conjunction with the financing arrangement executed on January 27, 2020 (Note 6).

On July 6, 2020, warrants to purchase 115,385 shares of Common Stock, issued in conjunction with Amended Convertible Promissory Notes, as described in Note 6, were exercised at $0.01 per share for aggregate cash consideration of $1,154.

On August 28, 2020 the Company issued 3,334 shares of its Common Stock at a value of $1.95 per share to a third party in settlement of services provided for marketing and advertising.

During the year ended December 31, 2020 the Company issued 48,000 shares of its Common Stock at a value of $1.95 per share to a third party in conjunction with a consulting services agreement (Note 8).

During the year ended December 31, 2020 the Company sold 70,514 shares of Common Stock and Warrants, exercisable for a period of 5 years, to purchase 35,259 shares of Common Stock at an exercise price of $1.95 per share, to third parties for aggregate consideration of $137,501.

During the year ended December 31, 2020 the Company sold 160,634 shares of Common Stock to third parties for $313,236 less equity placement fees of $21,349.

During the year ended December 31, 2020 holders of convertible promissory notes with an aggregate face value of $100,000 and a related derivative liability of $45,523, elected to convert the notes into 51,283 shares of the Company’s Common Stock.

On October 7, 2020 the Company repaid $35,060 to a third party to cancel a previous unexecuted subscription for 35,200 shares of Common Stock dated May 24, 2018, which shares were not issued.

4. WARRANTS TO PURCHASE COMMON STOCK

Costs attributable to the issuance of stock options and share purchase warrants are measured at fair value at the date of issuance and offset with a corresponding increase in ‘Additional Paid in Capital’ at the time of issuance. The fair value cost is computed utilizing the Black-Scholes model and assuming volatility based on U.S. Treasury yield rates for a similar period. The cost of these warrants was not recognized in the financial statements because they were granted in connection with raising capital for the Company. When the options or warrants are exercised, the receipt of consideration will be reported as an increase in stockholders’ equity.

F-9

Concurrently with the execution of certain securities purchase agreements, the Company issued warrants to purchase Common Stock. Each warrant is exercisable for a period of five years from the date of the securities purchase agreement at an exercise price of $1.95 per share (Note 3). The fair value cost at the date of issuance of these warrants was $639,194.

In conjunction with the issuance of convertible notes payable as described in Note 6, a warrant for the purchase of up to 115,385 shares of common Stock exercisable for a one-year period was issued at an exercise price of $0.01 per share and another warrant for the purchase of up to 360,000 shares of Common Stock exercisable for a five-year period was issued at an exercise price of $1.00 per share. During the year ended December 31, 2020, the warrants for the purchase of 115,385 shares of Common Stock were exercised at $0.01 and as of  December 31, 2020, there are warrants for the purchase of up to 476,348 shares of Common Stock outstanding.

	Number of Shares		Exercise Price			Weighted Average Remaining Life (in years)
Warrants as of December 31, 2018	-			-
Issued during 2019	84,295			$1.95
Warrants as of December 31, 2019	84,295		$0.01	-	1.95	4.53
Issued during 2020	510,644			$1.95
Exercised during 2020	(115,385	)		$0.01
Warrants as of December 31, 2020	479,554			$0.97		9.05

5.  RELATED PARTY TRANSACTIONS

As of January 1, 2020, the Company was owed $9,823 from Gust C. Kepler. During the year ended December 31, 2020 Mr. Kepler repaid the advance.

During the year ended December 31, 2019 the Company advanced $1,500 to its VP/Director of Operations and the balance remains outstanding, is unsecured and bears no interest.

During the years ended December 31, 2020 and 2019, the Company engaged the services of EDM Operators, (“EDM”), whose two stockholders are Company stockholders. During the years ended December 31, 2020 and 2019, EDM was paid $40,200 and $13,500 for services, respectively.

G2 International, Inc. (“G2”), which does business as IPA Tech Group (“IPA”), is a company wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company’s controlling stockholder. As of December 31, 2020 and 2019, the Company had a prepaid balance of $36,700 for public relations and marketing services with G2/IPA. These funds are reserved in anticipation of a future campaign to move the Company’s stock to listing on a national exchange.

F-10

6. DEBT

A summary of the Company’s debt at December 31, 2020 and December 31, 2019, by counterparty, is as follows:

	Balance
Loan Description	12/31/2020			12/31/2019
$1,000,000 12% Senior secured note due November 12 2022	$	1,000,000		$	-
$200,000 Senior secured note bearing interest at 12% per annum due November 18, 2018 guaranteed by Mr. Kepler		-			100,000
$170,000 Quasi-factoring financing with daily payments of $292-1035 maturing June -August 18, 2020		-			152,013
$130,200 loan bearing interest at 1% per annum maturing May 1, 2022 issued under the Payroll Protection Program		130,200			-
$120,000 Related party note payable bearing interest at 12% per annum due May 1, 2024		-			120,000
$108,000 Related party note payable due November 30, 2020		859			108,000
$385,000 8% convertible note payable due July 2021		318,012			442,750
$165,000 8% convertible note payable due July 2021		133,405			165,000
Miscellaneous equipment loans		1,405			4,419
		1,583,881			1,092,182
Less unamortized discount and debt issuance costs		(294,119	)		(52,153	)
Total notes payable	$	1,289,762		$	1,040,029
Current portion of long-term debt		399,614			1,040,029
Long-term portion	$	890,148		$	0

Notes Payable

On August 8, 2018 a third party advanced $200,000 to the Company in exchange for a secured promissory note, bearing interest at the rate of 12% per annum with a maturity date of November 20, 2018. The note is secured by a Security Agreement providing for a continuing lien and first priority security interest in the assets of the Company and by a personal Guaranty Agreement with Gust Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company’s controlling stockholder. On December 6, 2018, Mr. Kepler made a payment on the note in the amount of $100,000 plus accrued interest of $8,000 for an aggregate of $108,000. This note was repaid on November 12, 2020.

On September 13, 2019 a third party advanced $90,000 to the Company in exchange for quasi-factoring financing arrangements to be repaid in daily installments of $490, through August 18, 2020. The related note discount of $27,000 was amortized as interest expense over the term of the agreement.

In October 2019 third parties advanced $80,000 to the Company in exchange for quasi-factoring financing arrangements to be repaid in daily installments of $761 through June 2020. Approximately $39,000 of this funding was settled with proceeds of the January 27, 2020 financing described in a later paragraph. The related note discount of $31,600 was amortized as interest expense over the term of the agreement.

During the year ended December 31, 2020 the Company entered into quasi-factoring financing arrangements in the amounts of $35,000 and $207,000 that were repaid in daily installments. The related discounts of $12,500 and $57,000 were amortized as interest expense over the term of the agreements and were fully repaid during the year ended December 31, 2020.

On May 1, 2020, pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) the Company was awarded a loan of $130,200. The loan carries an interest rate of 1% and matures on May 1, 2022. The Company may apply for loan forgiveness following SBA guidelines and a portion or all of the loan may be forgiven.

F-11

On November 12, 2020, the Company executed a Loan Agreement with certain Lenders (“the Lenders”) and FVP Servicing LLC, as agent for the Lenders in connection with the issuance of a Note in the amount of $1,000,000 bearing interest at 12% per annum with an initial maturity of November 12, 2022. Simultaneously, with the execution of the Loan Agreement, the Company also entered into an agreement with an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of one year after the loan is repaid and contains a right of first refusal to continue to provide such services in the future subject to certain limitations. Mr. Kepler executed a guaranty in favor of FVP in connection with the loan. Proceeds from the loan were used to repay the existing senior secured loan balance of $100,000 along with accrued interest, certain outstanding trade payables in the amount of $133,880 and for general working capital purposes. In addition, the Company granted the Lender a security interest in substantially all of its assets.

Notes Payable, related party

On November 9, 2018, Mr. Kepler, advanced $120,000 to the Company in exchange for a promissory note bearing interest at 12% per annum for a ninety-day period, maturing on January 28, 2019. On November 17, 2020 the note and accrued interest of $29,680 was paid in full.

On December 6, 2018, Mr. Kepler, advanced $108,000 to the Company for payment to a third party note holder in exchange for an unsecured promissory note. During the year ended December 31, 2020, the Company repaid $107,141 in principal, reducing the balance due as of December 31, 2020 to $859.

Convertible Notes Payable

On May 21, 2019, the Company issued an 8% Fixed Convertible Promissory Note payable to a third party with a face value of $385,000, which included an original issue discount of 10% on the investment amount. On July 17, 2019, the Company issued another 8% Fixed Convertible Promissory Note with a face value of $165,000 which also included am original discount of 10% on the investment amount. The two notes contain substantially identical terms. The Company recorded the value of the notes’ conversion feature in the amount of $342,308 at inception. The Company defaulted on the notes and recorded default fees of $57,750 and $24,750 for the years ended December 31, 2019 and 2020, respectively, which amounts were added to the principal balance.

On July 10, 2020, the Company entered into Forbearance and Note Settlement Agreements (“Agreements”) with the holders of the 8% Fixed Convertible Promissory Notes agreeing to take no further action to avail themselves of the remedies of default defined in the Notes. The Agreements stipulated that the Company remit payment of all accrued interest and principal outstanding beginning on July 20, 2020 for thirteen agreed upon payments and until the note is repaid in full. Upon execution of these Agreements, effectively extinguishing the above-described notes, the Company recognized a cancellation of the derivative liability previously related to the conversion feature of $522,065. As additional consideration for the Agreements, the holders were issued warrants to purchase up to 360,000 shares of the Company’s Common Stock at a price of $1.00 per share, exercisable beginning January 10, 2021 and expiring on July 10, 2025. The fair value of the warrants at the date of issuance was $371,243, and was reflected in paid in capital and the related debt discount is being amortized over the term of the Agreements.

On March 23, 2020 third parties advanced $75,000 and $25,000 to the Company in exchange for Convertible Promissory Notes, bearing interest at 52% per annum to be paid monthly in arrears beginning April 30, 2020, secured by the Company’s assets, with rights to convert into the Company’s Common Stock at $0.60, and maturing on March 25, 2021. On June 23, 2020 the Company amended the notes changing the provision for conversion into the Company’s Common Stock from $0.60 to $1.95. Additional consideration for the amended and restated notes included the issuance of warrants for the purchase of up to 115,385 shares of common stock at a price of $0.01. On July 6, 2020 the holders exercised their warrants. On November 12, 2020 the holders of these notes elected to convert the obligations in the aggregate principal amount of $100,000 into 51,282 shares of Common Stock.

F-12

7. DERIVATIVE LIABILITIES

During the year ended December 31, 2020, notes payable in the principal amount of $100,000 were issued as convertible debt and qualified as derivative liabilities and were retired. As of December 31, 2019, the aggregate fair value of the outstanding derivative liability for notes issued during 2019 using the Black-Scholes option pricing model used the following key assumptions:

Volatility	356.33	%
Risk-free interest rate	1.52	%
Expected dividends	-
Expected term (in years)	.5

The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following three levels of inputs may be used to measure fair value:

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly and include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

The following table presents the Company’s liabilities that were measured and recognized at fair value as of December 31, 2020:

	Level 1		Level 2		Level 3
Balance January 1, 2019		-		-		-
Additions		-		-	$	1,321,764
Change in Fair Value		-		-		83,766
Balance at December 31, 2019	$	-	$	-	$	1,405,530
Additions		-		-		317,776
Amendments		-		-		(224,066	)
Retirements		-		-		(567,588	)
Change in Fair Value		-		-		(931,652	)
Balance at December 31, 2020	$	-	$	-	$	-

F-13

8. COMMITMENTS AND CONTINGENCIES

On August 28, 2017, the Company acquired and was assigned all right, title and interest in an office lease with Teachers Insurance and Annuity Association of America for approximately 1,502 square feet of office space at 5430 LBJ Freeway, Dallas, Texas. On September 19, 2017 the Company amended the lease to expand its space by approximately 336 square feet for a total of 1,838 square feet and extended the expiration date to September 30, 2022. On January 1, 2019 the Company adopted ASC 842 requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During the years ended December 31, 2020 and 2019 we incurred $59,597 and $54,631, respectively, in office rental expense. Future minimum rental payments under the extended lease for years ending December 31, are:

2021	61,800
2022	46,863

On August 11, 2020 the Company entered into a letter agreement with Winspear Investments, LLC (“Winspear”), pursuant to which the Company retained Winspear to provide strategic advisory services for financial and business matters. The agreement provides for a minimum three-month term and that Winspear would be compensated with the grant of 20,000 shares of the Company’s common stock at inception and an additional 5,000 shares per month for the initial term. In the event Winspear continues to provide services, Winspear shall be compensated an additional grant of 3,000 shares per month for a total of twelve-months and such grants shall not exceed an aggregate issuance of 71,000 shares. The agreement also provides that Winspear shall be granted 80,000 shares if the Company achieves a listing with NASDAQ. The total shares issuable under the agreement shall not be less than a minimum of 35,000 and not exceed a maximum of 151,000 shares. As of December 31. 2020 48,000 common shares have been issued.

The Company is not currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company’s financial statements.

9. INCOME TAXES

The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forwards. Deferred federal income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than not be realized.

During the years ended December 31, 2020 and 2019, a reconciliation of income tax expense at the statutory rate of 21 % to income tax expense at the Company’s effective tax rate is as follows:

	2020			2019
Income tax benefit at statutory rate	$	75,000		$	627,000
Permanent differences		233,000			(21,000	)
Change in valuation allowance		(308,000	)		(606,000	)
Provision for federal income taxes	$	-		$	-

At December 31, 2020, the Company had approximately $5,551,000, of unused net operating loss carry forwards. Unused net operating loss carry forwards may provide future tax benefits, although there can be no assurance that these net operating losses will be realized in the future. The tax benefits of these loss carryforward have been fully offset by a valuation allowance. These losses may be used to offset future taxable income and, if not fully utilized, expire in the year 2038.

10. SUBSEQUENT EVENTS

On August 8, 2020 the Company entered into a subscription agreement to sell 12,821 shares of Common Stock and a Warrant, exercisable for a period of 5 years, to purchase 6,411 shares of Common Stock at an exercise price of $1.95 per share, to a third party, for aggregate consideration of $25,001. On January 4, 2021 the subscription agreement was amended to sell 6,411 shares of Common Stock and issue the Warrant to purchase 3,206 shares of Common Stock at the same exercise prices as the original agreement, for aggregate consideration of $12,500.

In January 2021 the Company entered into several subscription agreements to sell an aggregate of 43,591 shares of Common Stock at $1.95 per share, to third parties, for aggregate consideration of $85,002.

On January 28, 2021 the Company exchanged a liability of $130,000 for the purchase of a Simple Agreement for Future Tokens for 66,667 shares of Common Stock valued at $1.95 per share and on February 21, 2021 exchanged an additional $50,000 for 25,641 shares of Common Stock under a similar arrangement.

F-14

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gust Kepler, certify that:

(1) I have reviewed this annual report on Form 10-K of Blackboxstocks Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 31, 2021	/s/ Gust Kepler
	Gust Kepler
	Principal Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gust Kepler, certify that:

(1) I have reviewed this annual report on Form 10-K of Blackboxstocks Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

March 31, 2021	/s/ Gust Kepler
	Gust Kepler
	Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Blackboxstocks Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gust Kepler, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Gust Kepler

Gust Kepler

Principal Executive Officer

March 31, 2021

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Blackboxstocks Inc. (the “Company”) on Form 10-K for the period ending December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gust Kepler, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Gust Kepler

Gust Kepler

Principal Financial Officer

March 31, 2021

This certification accompanies the Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2020	Mar. 30, 2021	Jun. 30, 2020
Document Information [Line Items]
Entity Registrant Name	BLACKBOXSTOCKS INC.
Entity Central Index Key	0001567900
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Common Stock, Shares Outstanding (in shares)		8,579,877
Entity Public Float			$ 7,281,354
Entity Shell Company	false
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash	$ 972,825	$ 21,172
Accounts receivable, net of allowance for doubtful accounts of $68,589 at December 31, 2020 and 2019, respectively	17,990	5,745
Inventory	17,661
Total current assets	1,008,476	26,917
Property and equipment:
Right of use lease, net of amortization of $97,725 and $51,009 at December 31, 2020 and 2019, respectively	62,348	109,064
Total property and equipment	68,030	126,331
Long term assets:
Advances receivable, related parties (Note 5)		9,823
Prepaid expenses	44,643	80,868
Prepaid expenses, related party (Note 5)	36,700	36,700
Total long term assets	81,343	127,391
Total Assets	1,157,849	280,639
Current liabilities:
Accounts payable	352,545	632,287
Accrued interest	10,425	42,566
Accrued interest, related party		16,680
Unearned subscriptions	1,016,157	189,007
Lease liability right of use, current	40,473	46,124
Other liabilities	180,000	180,000
Senior secured note payable, current	10,000
Convertible notes payable, net of discount of $194,267 and $13,859 at December 31, 2020 and 2019, respectively (Note 6)	257,150	593,891
Notes payable, net of note discount of $0 and $38,294 at December 31, 2020 and 2019, respectively (Note 6)	131,605	218,138
Notes payable, related party (Note 6)	859	228,000
Derivative liability		1,405,530
Total current liabilities	1,999,214	3,552,223
Long term liabilities:
Senior secured note payable, long term, net of debt issuance costs of $99,852 at December 31, 2020	890,148
Lease liability right of use, long term	26,241	66,715
Total long term liabilities	916,389	66,715
Commitments and contingencies (Note 8)
Stockholders' Deficit:
Preferred stock
Common stock, $0.001 par value, 100,000,000 shares authorized: 8,410,386 and 7,908,231 issued and outstanding at December 31, 2020 and 2019, respectively	8,410	7,908
Common stock, subscribed	12,500	35,060
Additional paid in capital	5,401,154	3,443,640
Accumulated deficit	(7,184,818)	(6,829,907)
Total Stockholders' Deficit	(1,757,754)	(3,338,299)
Total Liabilities and Stockholders' Deficit	1,157,849	280,639
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock	5,000	5,000
Internet Domain Names [Member]
Property and equipment:
Domain name, net of amortization of $15,282 and $9,551 at December 31, 2020 and 2019, respectively	1,910	7,641
Machinery and Equipment [Member]
Property and equipment:
Office, computer and related equipment, net of depreciation of $46,679 and $39,526 at December 31, 2020 and 2019, respectively	$ 3,772	$ 9,626

XML

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Accounts receivable, allowance for doubtful accounts	$ 68,589	$ 68,589
Right of use lease, amortization	97,725	51,009
Senior secured note payable, long-term, debt issuance costs	$ 99,852
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	8,410,386	7,908,231
Common stock, shares outstanding (in shares)	8,410,386	7,908,231
Series A Preferred Stock [Member]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	5,000,000	5,000,000
Preferred stock, shares outstanding (in shares)	5,000,000	5,000,000
Convertible Notes Payable [Member]
Convertible notes payable, discount	$ 194,267	$ 13,859
Notes Payable, Other Payables [Member]
Convertible notes payable, discount	0	38,294
Internet Domain Names [Member]
Domain name, amortization	15,282	9,551
Machinery and Equipment [Member]
Property and equipment, depreciation	$ 46,679	$ 39,526

XML

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Revenues	$ 3,367,563	$ 1,062,573
Cost of revenues	1,201,320	695,076
Gross margin	2,166,243	367,497
Operating expenses:
Software development costs	94,221	51,149
Selling, general and administrative	1,766,130	1,041,769
Advertising and marketing	705,706	261,470
Depreciation and amortization	12,884	18,142
Total operating expenses	2,578,941	1,372,530
Operating loss	(412,698)	(1,005,033)
Interest expense	174,083	65,090
Convertible note financing	500,469	1,240,347
Loss (gain) on derivative liability	(1,155,718)	83,766
Default expense	24,750	57,750
Amortization of debt discount	398,629	531,452
Loss before income taxes	(354,911)	(2,983,438)
Income taxes
Net loss	$ (354,911)	$ (2,983,438)
Weighted average number of common shares outstanding - basic (in shares)	8,074,164	7,749,695
Net loss per share - basic (in dollars per share)	$ (0.04)	$ (0.38)
Subscription and Circulation [Member]
Revenue:
Revenues	$ 3,340,983	$ 1,037,778
Product and Service, Other [Member]
Revenue:
Revenues	23,850	24,795
Merchandise Sales [Member]
Revenue:
Revenues	$ 2,730

XML

Statement of Stockholders' Deficit - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member]	Common Stock [Member]	Common Stock, Subscribed [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Dec. 31, 2018	5,000,000		7,678,047
Balance at Dec. 31, 2018	$ 5,000		$ 7,678	$ 144,060	$ 2,543,264	$ (3,846,469)	$ (1,146,467)
Issuance of shares for cash (in shares)			216,354
Issuance of shares for cash			$ 216	(109,000)	430,081		321,297
Issuance of shares in settlement of accrued expenses (in shares)			13,830
Issuance of shares in settlement of accrued expenses			$ 14		127,986		128,000
Imputed discount on convertible notes payable (Note 6)					342,309		342,309
Net income (loss)						(2,983,438)	(2,983,438)
Balance (in shares) at Dec. 31, 2019	5,000,000		7,908,231
Balance at Dec. 31, 2019	$ 5,000		$ 7,908	35,060	3,443,640	(6,829,907)	(3,338,299)
Issuance of shares for cash (in shares)			346,533
Issuance of shares for cash			$ 347		430,195		430,542
Issuance of shares in settlement of accrued expenses (in shares)			56,339
Issuance of shares in settlement of accrued expenses			$ 56		112,294		112,350
Net income (loss)						(354,911)	(354,911)
Subscription of shares cancelled				(22,560)			(22,560)
Issuance of shares pursuant to convertible note payables (in shares)			51,283
Issuance of shares pursuant to convertible note payables			$ 51		145,472		$ 145,523
Issuance of shares in exchange for services (in shares)			48,000				48,000
Issuance of shares in exchange for services			$ 48		93,552		$ 93,600
Convertible note forbearance extinguishment of derivative liability					522,065		522,065
Warrants issued for amendment of convertible notes payable					653,936		653,936
Balance (in shares) at Dec. 31, 2020	5,000,000		8,410,386
Balance at Dec. 31, 2020	$ 5,000		$ 8,410	$ 12,500	$ 5,401,154	$ (7,184,818)	$ (1,757,754)

XML

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net loss	$ (354,911)	$ (2,983,438)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	12,884	18,142
Amortization of note discount	398,629	531,452
Shares issued in settlement of financing costs	105,850
Shares issued in settlement of services	100,100
Expenses paid by lender	6,030	27,385
Convertible note financing	500,469	1,240,347
Loss (gain) on derivative liability	(1,155,718)	83,766
Convertible note default expense	24,750	57,750
Financing cost		26,396
Right of use lease expense	591
Changes in operating assets and liabilities:
Accounts receivable	(12,245)	(2,026)
Inventory	(17,661)
Prepaid expenses	36,225	26,778
Accounts payable	(279,742)	107,151
Accrued interest	(32,141)	41,732
Accrued interest, related party	(16,680)	14,600
Unearned subscriptions	827,150	98,973
Net cash provided by (used in) operating activities	143,580	(710,992)
Cash flows from investing activities
Cash repayments from related parties	9,823
Purchases of property and equipment	(1,299)	(1,587)
Net cash provided by (used in) investing activities	8,524	(1,587)
Cash flows from financing activities
Common stock issued for cash	430,542	321,297
Common stock subscribed	(22,560)
Proceeds from issuance of notes payable	1,127,100	251,455
Debt issuance costs	(99,852)
Proceeds from issuance of convertible notes payable	100,000	473,725
Principal payments on notes payable	(457,657)	(294,522)
Principal payments on convertible notes payable	(181,083)
Principal payments on notes payable, related parties	(227,141)
Cash advances from related parties		109,342
Cash repayments to related parties		(155,547)
Net cash provided by financing activities	799,549	705,750
Net increase (decrease) in cash	951,653	(6,829)
Cash - beginning of year	21,172	28,001
Cash - end of year	972,825	21,172
Supplemental disclosures
Interest paid	186,516	2,000
Income taxes paid
Non-cash investing and financing activities:
Repayment of note in exchange for note payable	(39,370)
Common stock issued in settlement of accrued expenses		128,000
Common stock issued in settlement of convertible notes payable	100,000
Lease, right of use and liability		160,073
Discount on notes payable		131,417
Discount on convertible notes payable		342,309
Financing costs on funding agreements		84,445
Repayment of note payable, related party in exchange for advances	2,933
Issuance of warrants for forbearance agreements	371,243
Paycheck Protection Program CARES Act [Member]
Cash flows from financing activities
Proceeds from Payroll Protection Program Loan	130,200
Notes Payable One [Member]
Non-cash investing and financing activities:
Discount on notes payable	$ 69,500

XML

Note 1 - Organization

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1.

ORGANIZATION

Blackboxstocks Inc. (the “Company”) was incorporated on

October 4, 2011

under the laws of the State of Nevada under the name SMSA Ballinger Acquisition Corp. to effect the reincorporation of Senior Management Services of Heritage Oaks at Ballinger, Inc., a Texas corporation, mandated by a Plan of Reorganization confirmed by the United States Bankruptcy Court for the Northern District of Texas for reorganization under Chapter

11

of the United States Bankruptcy Code.

The Company changed its name to Blackboxstocks, Inc. and began operating as a financial technology and social media platform in

March 2016.

The platform offers real-time proprietary analytics and news for stock and options traders of all levels. The Company believes its web-based software employs “predictive technology” enhanced by artificial intelligence to find volatility and unusual market activity that

may

result in the rapid change in the price of a stock or option. The software continuously scans the NASDAQ, New York Stock Exchange, CBOE, and other options markets, analyzing over

8,000

stocks and up to

1,000,000

options contracts multiple times per second. The Company also provides users with a fully interactive social media platform that is integrated into our dashboard, enabling users to exchange information and ideas quickly and efficiently through a common network. Recently, the Company also introduced a live audio/video feature that allows members to broadcast on their own channels to share trade strategies and market insight within the community. The platform was initially made available to subscribers in

September 2016.

Subscriptions for the use of the platform are sold on a monthly and/or annual subscription basis to individual consumers through the Company website at http://www.blackboxstocks.com.

XML

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Significant Accounting Policies [Text Block]

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. At

December 31, 2020

and

2019,

the Company had an accumulated deficit of

$7,184,818

and

$6,829,907,

respectively, and for the years ended

December 31, 2020

and

2019

the Company incurred net losses of

$354,911and

$2,983,438,

respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As discussed in Note

6,

the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC, (“FVP”), as agent for the Lenders in connection with the issuance of a Note in the amount of

$1,000,000

bearing interest at

12%

per annum with an initial maturity of

November 12, 2022.

Simultaneously, with the execution of the Loan Agreement, the Company repaid an existing secured note payable in the amount of

$100,000

along with accrued interest, and certain outstanding trade payables in the amount of

$133,880.

In addition, the Company granted the Lender a security interest in substantially all of its assets. As a result of this financing and the cash flows from operations, the Company had a cash balance of

$972,825

at

December 31, 2020.

Management believes that this will be sufficient to fund its operations and service its debt for the next

twelve

months. In addition, management

may

continue to raise additional debt or equity capital in order to improve liquidity or finance more aggressive growth or development. There can be

no

assurance that the Company will be able to raise additional capital or on what terms.

The financial statements do

not

include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Use of Estimates

. The Company's financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP.  Actual results could differ from those estimates.

Cash

. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of

three

months or less.

Fair Value of Financial Instruments

. The Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) Topic

820,

Fair Value Measurement

, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are

not

available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments

may

be made to ensure that financial instruments are recorded at fair value. These adjustments

may

include amounts to reflect counterparty credit quality and the customer's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

Derivative Financial Instruments

. FASB ASC Topic

820,

Fair Value Measurement

requires bifurcation of certain embedded derivative instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company's notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative.

Recently Issued Accounting Pronouncements

. During the years ended

December 31, 2020

and

2019

there were several new accounting pronouncements issued by the FASB. Each of the other pronouncements, as applicable, has been or will be adopted by the Company. Management does

not

believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's financial statements.

Property and Equipment

. The Company's property and equipment is being depreciated on the straight-line basis over an estimated useful life of

three

years.

Income Taxes

. The Company will recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does

not

consider realization of such assets to be more likely than

not.

Management evaluates the probability of the realization of its deferred income tax assets.  Management determined that because the Company has

not

yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards.    Accordingly, the deferred income tax asset is offset by a full valuation allowance.

In accordance with ASC Topic

740,

Income Taxes

, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than

not

that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Earnings or (Loss) Per Share

. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period.  Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period.  Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

Share-Based Payment

. Under ASC Topic

718,

Compensation -

Stock Compensation

, all share based payments to employees, including share option grants, are to be recognized in the statement of operations based on their fair values.

No

share-based payments were issued for the years ended

December 31, 2020

and

2019.

Revenue Recognition

.

Revenue is recognized from the sale of subscriptions for the use of the Blackbox System web application, on a monthly or annual basis. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The performance obligation by the Company is in exchange for the monthly subscription fee, the subscriber is allowed access to the Blackbox System on the website for the calendar month. Revenue related to annual subscriptions is recognized each month with unearned subscriptions reflected as a current liability.

Other Liabilities

. The Company planned the development of a future product, a complimentary platform to share its IP protocol with the current Blackbox System on a subscription basis. The future product was

not

developed and launched. The Company received advance payments from a new subscriber group in anticipation of the development of this future product and the amounts were deferred and in the

first

quarter

2021

the subscribers agreed to terminate those agreements. As of

December 31, 2020,

the Company has received

$180,000

from this future subscriber group.

Software Development Costs

. Blackboxstocks is engaged in the development of its proprietary Blackbox System technology, a proprietary algorithm driven system, through a combination of in-house system analysts and outside contractors. Under the guidelines of ASC Topic

985,

Software

, the cost of the Company's Blackbox System was expensed during development and the Blackbox System software for use in the United States, reached technical feasibility in

August 2016,

became marketable and was made available to subscribers beginning

September 1, 2016.

Subsequent to that time, in accordance with ASC Topic

985

these costs are expensed.

Prepaid Expenses

. Prepaid expenses are current assets created when the Company makes payments or incurs an obligation for expenses identified for a future period. These amounts are charged to expense as the services are provided.

Contingencies

. Certain conditions

may

exist as of the date the financial statements are issued, which

may

result in a loss to the Company but which will only be resolved when

one

or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that

may

result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements.

If the assessment indicates that a potential material loss contingency is

not

probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally

not

disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Reclassification

. Affiliate referral expenses totaling

$121,227

for the year ended

December 31, 2019

have been reclassed from cost of revenues to advertising and marketing expense on the statement of operations. Also data feed expenses in the aggregate of

$79,691

have been reclassed from software development costs as of

December 31, 2019

to cost of revenue.

XML

Note 3 - Stockholders' Deficit

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

3.

   

STOCKHOLDERS

'

DEFICIT

The Company has authorized

10,000,000

shares of preferred stock at

$0.001

par value,

5,000,000

of which are designated as “Series A Convertible Preferred Stock” at

$0.001

par value and

100,000,000

authorized shares of common stock at

$0.001

par value (“Common Stock”).

Shares of Series A Convertible Preferred Stock do

not

accumulate dividends, have

no

liquidation preferences and are convertible into shares of Common Stock on a

one

-for-

one

basis. Additionally, each share entitles the holder to

100

votes and, with respect to dividend and liquidation rights, the shares rank pari passu with the Company's Common Stock. All shares are held by Gust C. Kepler, Director, Chief Executive Officer, President and Chief Financial Officer (“Mr. Kepler”).

On

January 28, 2020

the Company issued

50,000

shares of its Common Stock at a value of

$2.00

to a

third

party in conjunction with the financing arrangement executed on

January 27, 2020 (

Note

6

).

On

July 6, 2020,

warrants to purchase

115,385

shares of Common Stock, issued in conjunction with Amended Convertible Promissory Notes, as described in Note

6,

were exercised at

$0.01

per share for aggregate cash consideration of

$1,154.

On

August 28, 2020

the Company issued

3,334

shares of its Common Stock at a value of

$1.95

per share to a

third

party in settlement of services provided for marketing and advertising.

During the year ended

December 31, 2020

the Company issued

48,000

shares of its Common Stock at a value of

$1.95

per share to a

third

party in conjunction with a consulting services agreement (Note

8

).

During the year ended

December 31, 2020

the Company sold

70,514

shares of Common Stock and Warrants, exercisable for a period of

5

years, to purchase

35,259

shares of Common Stock at an exercise price of

$1.95

per share, to

third

parties for aggregate consideration of

$137,501.

During the year ended

December 31, 2020

the Company sold

160,634

shares of Common Stock to

third

parties for

$313,236

less equity placement fees of

$21,349.

During the year ended

December 31, 2020

holders of convertible promissory notes with an aggregate face value of

$100,000

and a related derivative liability of

$45,523,

elected to convert the notes into

51,283

shares of the Company's Common Stock.

On

October 7, 2020

the Company repaid

$35,060

to a

third

party to cancel a previous unexecuted subscription for

35,200

shares of Common Stock dated

May 24, 2018,

which shares were

not

issued.

XML

Note 4 - Warrants to Purchase Common Stock

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

4.

WARRANTS TO PURCHASE COMMON STOCK

Costs attributable to the issuance of stock options and share purchase warrants are measured at fair value at the date of issuance and offset with a corresponding increase in ‘Additional Paid in Capital' at the time of issuance. The fair value cost is computed utilizing the Black-Scholes model and assuming volatility based on U.S. Treasury yield rates for a similar period. The cost of these warrants was

not

recognized in the financial statements because they were granted in connection with raising capital for the Company. When the options or warrants are exercised, the receipt of consideration will be reported as an increase in stockholders' equity.

Concurrently with the execution of certain securities purchase agreements, the Company issued warrants to purchase Common Stock. Each warrant is exercisable for a period of

five

years from the date of the securities purchase agreement at an exercise price of

$1.95

per share (Note

3

). The fair value cost at the date of issuance of these warrants was

$639,194.

In conjunction with the issuance of convertible notes payable as described in Note

6,

a warrant for the purchase of up to

115,385

shares of common Stock exercisable for a

one

-year period was issued at an exercise price of

$0.01

per share and another warrant for the purchase of up to

360,000

shares of Common Stock exercisable for a

five

-year period was issued at an exercise price of

$1.00

per share. During the year ended

December 31, 2020,

the warrants for the purchase of

115,385

shares of Common Stock were exercised at

$0.01

and as of  

December 31, 2020,

there are warrants for the purchase of up to

476,348

shares of Common Stock outstanding.

	Number of Shares		Exercise Price			Weighted Average Remaining Life (in years)
Warrants as of December 31, 2018	-			-
Issued during 2019	84,295			$1.95
Warrants as of December 31, 2019	84,295		$0.01	-	1.95	4.53
Issued during 2020	510,644			$1.95
Exercised during 2020	(115,385	)		$0.01
Warrants as of December 31, 2020	479,554			$0.97		9.05

XML

Note 5 - Related Party Transactions

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

5.

  

RELATED PARTY TRANSACTIONS

As of

January 1, 2020,

the Company was owed

$9,823

from Gust C. Kepler. During the year ended

December 31, 2020

Mr. Kepler repaid the advance.

During the year ended

December 31, 2019

the Company advanced

$1,500

to its VP/Director of Operations and the balance remains outstanding, is unsecured and bears

no

interest.

During the years ended

December 31, 2020

and

2019,

the Company engaged the services of EDM Operators, (“EDM”), whose

two

stockholders are Company stockholders. During the years ended

December 31, 2020

and

2019,

EDM was paid

$40,200

and

$13,500

for services, respectively.

G2

International, Inc. (

“G2”

), which does business as IPA Tech Group (“IPA”), is a company wholly owned by Gust C. Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company's controlling stockholder. As of

December 31, 2020

and

2019,

the Company had a prepaid balance of

$36,700

for public relations and marketing services with

G2/IPA.

These funds are reserved in anticipation of a future campaign to move the Company's stock to listing on a national exchange.

XML

Note 6 - Debt

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Debt Disclosure [Text Block]

6.

DEBT

A summary of the Company's debt at

December 31, 2020

and

December 31, 2019,

by counterparty, is as follows:

	Balance
Loan Description	12/31/2020			12/31/2019
$1,000,000 12% Senior secured note due November 12 2022	$	1,000,000		$	-
$200,000 Senior secured note bearing interest at 12% per annum due November 18, 2018 guaranteed by Mr. Kepler		-			100,000
$170,000 Quasi-factoring financing with daily payments of $292-1035 maturing June -August 18, 2020		-			152,013
$130,200 loan bearing interest at 1% per annum maturing May 1, 2022 issued under the Payroll Protection Program		130,200			-
$120,000 Related party note payable bearing interest at 12% per annum due May 1, 2024		-			120,000
$108,000 Related party note payable due November 30, 2020		859			108,000
$385,000 8% convertible note payable due July 2021		318,012			442,750
$165,000 8% convertible note payable due July 2021		133,405			165,000
Miscellaneous equipment loans		1,405			4,419
		1,583,881			1,092,182
Less unamortized discount and debt issuance costs		(294,119	)		(52,153	)
Total notes payable	$	1,289,762		$	1,040,029
Current portion of long-term debt		399,614			1,040,029
Long-term portion	$	890,148		$	0

Notes Payable

On

August 8, 2018

a

third

party advanced

$200,000

to the Company in exchange for a secured promissory note, bearing interest at the rate of

12%

per annum with a maturity date of

November 20, 2018.

The note is secured by a Security Agreement providing for a continuing lien and

first

priority security interest in the assets of the Company and by a personal Guaranty Agreement with Gust Kepler, a Director, President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company, and the Company's controlling stockholder. On

December 6, 2018,

Mr. Kepler made a payment on the note in the amount of

$100,000

plus accrued interest of

$8,000

for an aggregate of

$108,000.

This note was repaid on

November 12, 2020.

On

September 13, 2019

a

third

party advanced

$90,000

to the Company in exchange for quasi-factoring financing arrangements to be repaid in daily installments of

$490,

through

August 18, 2020.

The related note discount of

$27,000

was amortized as interest expense over the term of the agreement.

In

October 2019

third

parties advanced

$80,000

to the Company in exchange for quasi-factoring financing arrangements to be repaid in daily installments of

$761

through

June 2020.

Approximately

$39,000

of this funding was settled with proceeds of the

January 27, 2020

financing described in a later paragraph. The related note discount of

$31,600

was amortized as interest expense over the term of the agreement.

During the year ended

December 31, 2020

the Company entered into quasi-factoring financing arrangements in the amounts of

$35,000

and

$207,000

that were repaid in daily installments. The related discounts of

$12,500

and

$57,000

were amortized as interest expense over the term of the agreements and were fully repaid during the year ended

December 31, 2020.

On

May 1, 2020,

pursuant to the Paycheck Protection Program under the Coronavirus Aid Relief and Economic Security Act (“CARES Act”) the Company was awarded a loan of

$130,200.

The loan carries an interest rate of

1%

and matures on

May 1, 2022.

The Company

may

apply for loan forgiveness following SBA guidelines and a portion or all of the loan

may

be forgiven.

On

November 12, 2020,

the Company executed a Loan Agreement with certain Lenders (“the Lenders”) and FVP Servicing LLC, as agent for the Lenders in connection with the issuance of a Note in the amount of

$1,000,000

bearing interest at

12%

per annum with an initial maturity of

November 12, 2022.

Simultaneously, with the execution of the Loan Agreement, the Company also entered into an agreement with an affiliate of FVP to provide certain credit and debit card processing services for the Company, which services will continue for a period of

one

year after the loan is repaid and contains a right of

first

refusal to continue to provide such services in the future subject to certain limitations. Mr. Kepler executed a guaranty in favor of FVP in connection with the loan. Proceeds from the loan were used to repay the existing senior secured loan balance of

$100,000

along with accrued interest, certain outstanding trade payables in the amount of

$133,880

and for general working capital purposes. In addition, the Company granted the Lender a security interest in substantially all of its assets.

Notes Payable, related party

On

November 9, 2018,

Mr. Kepler, advanced

$120,000

to the Company in exchange for a promissory note bearing interest at

12%

per annum for a

ninety

-day period, maturing on

January 28, 2019.

On

November 17, 2020

the note and accrued interest of

$29,680

was paid in full.

On

December 6, 2018,

Mr. Kepler, advanced

$108,000

to the Company for payment to a

third

party note holder in exchange for an unsecured promissory note. During the year ended

December 31, 2020,

the Company repaid

$107,141

in principal, reducing the balance due as of

December 31, 2020

to

$859.

Convertible Notes Payable

On

May 21, 2019,

the Company issued an

8%

Fixed Convertible Promissory Note payable to a

third

party with a face value of

$385,000,

which included an original issue discount of

10%

on the investment amount. On

July 17, 2019,

the Company issued another

8%

Fixed Convertible Promissory Note with a face value of

$165,000

which also included am original discount of

10%

on the investment amount. The

two

notes contain substantially identical terms. The Company recorded the value of the notes' conversion feature in the amount of

$342,308

at inception. The Company defaulted on the notes and recorded default fees of

$57,750

and

$24,750

for the years ended

December 31, 2019

and

2020,

respectively, which amounts were added to the principal balance.

On

July 10, 2020,

the Company entered into Forbearance and Note Settlement Agreements (“Agreements”) with the holders of the

8%

Fixed Convertible Promissory Notes agreeing to take

no

further action to avail themselves of the remedies of default defined in the Notes. The Agreements stipulated that the Company remit payment of all accrued interest and principal outstanding beginning on

July 20, 2020

for

thirteen

agreed upon payments and until the note is repaid in full. Upon execution of these Agreements, effectively extinguishing the above-described notes, the Company recognized a cancellation of the derivative liability previously related to the conversion feature of

$522,065.

As additional consideration for the Agreements, the holders were issued warrants to purchase up to

360,000

shares of the Company's Common Stock at a price of

$1.00

per share, exercisable beginning

January 10, 2021

and expiring on

July 10, 2025.

The fair value of the warrants at the date of issuance was

$371,243,

and was reflected in paid in capital and the related debt discount is being amortized over the term of the Agreements.

On

March 23, 2020

third

parties advanced

$75,000

and

$25,000

to the Company in exchange for Convertible Promissory Notes, bearing interest at

52%

per annum to be paid monthly in arrears beginning

April 30, 2020,

secured by the Company's assets, with rights to convert into the Company's Common Stock at

$0.60,

and maturing on

March 25, 2021.

On

June 23, 2020

the Company amended the notes changing the provision for conversion into the Company's Common Stock from

$0.60

to

$1.95.

Additional consideration for the amended and restated notes included the issuance of warrants for the purchase of up to

115,385

shares of common stock at a price of

$0.01.

On

July 6, 2020

the holders exercised their warrants. On

November 12, 2020

the holders of these notes elected to convert the obligations in the aggregate principal amount of

$100,000

into

51,282

shares of Common Stock.

XML

Note 7 - Derivative Liabilities

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Derivatives and Fair Value [Text Block]

7.

DERIVATIVE LIABILITIES

During the year ended

December 31, 2020,

notes payable in the principal amount of

$100,000

were issued as convertible debt and qualified as derivative liabilities and were retired. As of

December 31, 2019,

the aggregate fair value of the outstanding derivative liability for notes issued during

2019

using the Black-Scholes option pricing model used the following key assumptions:

Volatility	356.33	%
Risk-free interest rate	1.52	%
Expected dividends	-
Expected term (in years)	.5

The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following

three

levels of inputs

may

be used to measure fair value:

Level

1

inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;

Level

2

inputs utilize other-than-quoted prices that are observable, either directly or indirectly and include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and

Level

3

inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.

The following table presents the Company's liabilities that were measured and recognized at fair value as of

December 31, 2020:

	Level 1		Level 2		Level 3
Balance January 1, 2019		-		-		-
Additions		-		-	$	1,321,764
Change in Fair Value		-		-		83,766
Balance at December 31, 2019	$	-	$	-	$	1,405,530
Additions		-		-		317,776
Amendments		-		-		(224,066	)
Retirements		-		-		(567,588	)
Change in Fair Value		-		-		(931,652	)
Balance at December 31, 2020	$	-	$	-	$	-

XML

Note 8 - Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

8.

COMMITMENTS AND CONTINGENCIES

On

August 28, 2017,

the Company acquired and was assigned all right, title and interest in an office lease with Teachers Insurance and Annuity Association of America for approximately

1,502

square feet of office space at

5430

LBJ Freeway, Dallas, Texas. On

September 19, 2017

the Company amended the lease to expand its space by approximately

336

square feet for a total of

1,838

square feet and extended the expiration date to

September 30, 2022.

On

January 1, 2019

the Company adopted ASC

842

requiring this lease to be recorded as an asset and corresponding liability on its balance sheet. The Company records rent expense associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During the years ended

December 31, 2020

and

2019

we incurred

$59,597

and

$54,631,

respectively, in office rental expense. Future minimum rental payments under the extended lease for years ending

December 31,

are:

2021	61,800
2022	46,863

On

August 11, 2020

the Company entered into a letter agreement with Winspear Investments, LLC (“Winspear”), pursuant to which the Company retained Winspear to provide strategic advisory services for financial and business matters. The agreement provides for a minimum

three

-month term and that Winspear would be compensated with the grant of

20,000

shares of the Company's common stock at inception and an additional

5,000

shares per month for the initial term. In the event Winspear continues to provide services, Winspear shall be compensated an additional grant of

3,000

shares per month for a total of

twelve

-months and such grants shall

not

exceed an aggregate issuance of

71,000

shares. The agreement also provides that Winspear shall be granted

80,000

shares if the Company achieves a listing with NASDAQ. The total shares issuable under the agreement shall

not

be less than a minimum of

35,000

and

not

exceed a maximum of

151,000

shares. As of

December 31. 2020

48,000

common shares have been issued.

The Company is

not

currently a defendant in any material litigation or any threatened litigation that could have a material effect on the Company's financial statements.

XML

Note 9 - Income Taxes

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Income Tax Disclosure [Text Block]

9.

INCOME TAXES

The Company has established deferred tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forwards. Deferred federal income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation allowances are established, if necessary, to reduce deferred tax assets to the amounts that will more likely than

not

be realized.

During the years ended

December 31, 2020

and

2019,

a reconciliation of income tax expense at the statutory rate of

21

% to income tax expense at the Company's effective tax rate is as follows:

	2020			2019
Income tax benefit at statutory rate	$	75,000		$	627,000
Permanent differences		233,000			(21,000	)
Change in valuation allowance		(308,000	)		(606,000	)
Provision for federal income taxes	$	-		$	-

At

December 31, 2020,

the Company had approximately

$5,551,000,

of unused net operating loss carry forwards. Unused net operating loss carry forwards

may

provide future tax benefits, although there can be

no

assurance that these net operating losses will be realized in the future. The tax benefits of these loss carryforward have been fully offset by a valuation allowance. These losses

may

be used to offset future taxable income and, if

not

fully utilized, expire in the year

2038.

XML

Note 10 - Subsequent Events

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

10.

SUBSEQUENT EVENTS

On

August 8, 2020

the Company entered into a subscription agreement to sell

12,821

shares of Common Stock and

a

Warrant, exercisable for a period of

5

years, to purchase

6,411

shares of Common Stock at an exercise price of

$1.95

per share, to a

third

party, for aggregate consideration of

$25,001.

On

January 4, 2021

the subscription agreement was amended to sell

6,411

shares of Common Stock and issue

the

Warrant to purchase

3,206

shares of Common Stock at the same exercise prices as the original agreement, for aggregate consideration of

$12,500.

In

January 2021

the Company entered into several subscription agreements to sell an aggregate of

43,591

shares of Common Stock at

$1.95

per share, to

third

parties, for aggregate consideration of

$85,002.

On

January 28, 2021

the Company exchanged a liability of

$130,000

for the purchase of a Simple Agreement for Future Tokens for

66,667

shares of Common Stock valued at

$1.95

per share and on

February 21, 2021

exchanged an additional

$50,000

for

25,641

shares of Common Stock under a similar arrangement.

XML

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

. The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”).

The accompanying financial statements have been prepared in assumption of the continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain sufficient financing or establish itself as a profitable business. At

December 31, 2020

and

2019,

the Company had an accumulated deficit of

$7,184,818

and

$6,829,907,

respectively, and for the years ended

December 31, 2020

and

2019

the Company incurred net losses of

$354,911and

$2,983,438,

respectively. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As discussed in Note

6,

the Company executed a Loan Agreement with certain lenders (the “Lenders”) and FVP Servicing LLC, (“FVP”), as agent for the Lenders in connection with the issuance of a Note in the amount of

$1,000,000

bearing interest at

12%

per annum with an initial maturity of

November 12, 2022.

Simultaneously, with the execution of the Loan Agreement, the Company repaid an existing secured note payable in the amount of

$100,000

along with accrued interest, and certain outstanding trade payables in the amount of

$133,880.

In addition, the Company granted the Lender a security interest in substantially all of its assets. As a result of this financing and the cash flows from operations, the Company had a cash balance of

$972,825

at

December 31, 2020.

Management believes that this will be sufficient to fund its operations and service its debt for the next

twelve

months. In addition, management

may

continue to raise additional debt or equity capital in order to improve liquidity or finance more aggressive growth or development. There can be

no

assurance that the Company will be able to raise additional capital or on what terms.

The financial statements do

not

include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

. The Company's financial statement preparation requires that management make estimates and assumptions which affect the reporting of assets and liabilities and the related disclosure of contingent assets and liabilities in order to report these financial statements in conformity with GAAP.  Actual results could differ from those estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash

. Cash includes all highly liquid investments that are readily convertible to known amounts of cash and have original maturities at the date of purchase of

three

months or less.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

. The Financial Accounting Standards Board's (“FASB”) Accounting Standards Codification (“ASC”) Topic

820,

Fair Value Measurement

, defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and requires certain disclosures about fair value measurements. In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are

not

available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments

may

be made to ensure that financial instruments are recorded at fair value. These adjustments

may

include amounts to reflect counterparty credit quality and the customer's creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

Derivatives, Policy [Policy Text Block]

Derivative Financial Instruments

. FASB ASC Topic

820,

Fair Value Measurement

requires bifurcation of certain embedded derivative instruments, and measurement at their fair value for accounting purposes. A holder redemption feature embedded in the Company's notes payable requires bifurcation from its host instrument and is accounted for as a freestanding derivative.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

. During the years ended

December 31, 2020

and

2019

there were several new accounting pronouncements issued by the FASB. Each of the other pronouncements, as applicable, has been or will be adopted by the Company. Management does

not

believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company's financial statements.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

. The Company's property and equipment is being depreciated on the straight-line basis over an estimated useful life of

three

years.

Income Tax, Policy [Policy Text Block]

Income Taxes

. The Company will recognize deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does

not

consider realization of such assets to be more likely than

not.

Management evaluates the probability of the realization of its deferred income tax assets.  Management determined that because the Company has

not

yet generated taxable income, it is unlikely that a tax benefit will be realized from these operating loss carry forwards.    Accordingly, the deferred income tax asset is offset by a full valuation allowance.

In accordance with ASC Topic

740,

Income Taxes

, the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than

not

that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Earnings Per Share, Policy [Policy Text Block]

Earnings or (Loss) Per Share

. Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number of common stock shares outstanding for the period.  Diluted earnings per share reflects the potential dilution of securities by including other potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding stock options and warrants, in the weighted average number of common shares outstanding for the period.  Therefore, because including shares issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect on the loss per share, only the basic earnings (loss) per share is reported in the accompanying financial statements for period of loss.

Share-based Payment Arrangement [Policy Text Block]

Share-Based Payment

. Under ASC Topic

718,

Compensation -

Stock Compensation

, all share based payments to employees, including share option grants, are to be recognized in the statement of operations based on their fair values.

No

share-based payments were issued for the years ended

December 31, 2020

and

2019.

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition

.

Revenue is recognized from the sale of subscriptions for the use of the Blackbox System web application, on a monthly or annual basis. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities. The performance obligation by the Company is in exchange for the monthly subscription fee, the subscriber is allowed access to the Blackbox System on the website for the calendar month. Revenue related to annual subscriptions is recognized each month with unearned subscriptions reflected as a current liability.

Other Liabilities [Policy Text Block]

Other Liabilities

. The Company planned the development of a future product, a complimentary platform to share its IP protocol with the current Blackbox System on a subscription basis. The future product was

not

developed and launched. The Company received advance payments from a new subscriber group in anticipation of the development of this future product and the amounts were deferred and in the

first

quarter

2021

the subscribers agreed to terminate those agreements. As of

December 31, 2020,

the Company has received

$180,000

from this future subscriber group.

Research, Development, and Computer Software, Policy [Policy Text Block]

Software Development Costs

. Blackboxstocks is engaged in the development of its proprietary Blackbox System technology, a proprietary algorithm driven system, through a combination of in-house system analysts and outside contractors. Under the guidelines of ASC Topic

985,

Software

, the cost of the Company's Blackbox System was expensed during development and the Blackbox System software for use in the United States, reached technical feasibility in

August 2016,

became marketable and was made available to subscribers beginning

September 1, 2016.

Subsequent to that time, in accordance with ASC Topic

985

these costs are expensed.

Prepaid Expenses [Policy Text Block]

Prepaid Expenses

. Prepaid expenses are current assets created when the Company makes payments or incurs an obligation for expenses identified for a future period. These amounts are charged to expense as the services are provided.

Commitments and Contingencies, Policy [Policy Text Block]

Contingencies

. Certain conditions

may

exist as of the date the financial statements are issued, which

may

result in a loss to the Company but which will only be resolved when

one

or more future events occur or fail to occur. The Company's management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that

may

result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements.

If the assessment indicates that a potential material loss contingency is

not

probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed. Loss contingencies considered to be remote by management are generally

not

disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassification

. Affiliate referral expenses totaling

$121,227

for the year ended

December 31, 2019

have been reclassed from cost of revenues to advertising and marketing expense on the statement of operations. Also data feed expenses in the aggregate of

$79,691

have been reclassed from software development costs as of

December 31, 2019

to cost of revenue.

XML

Note 4 - Warrants to Purchase Common Stock (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	Number of Shares		Exercise Price			Weighted Average Remaining Life (in years)
Warrants as of December 31, 2018	-			-
Issued during 2019	84,295			$1.95
Warrants as of December 31, 2019	84,295		$0.01	-	1.95	4.53
Issued during 2020	510,644			$1.95
Exercised during 2020	(115,385	)		$0.01
Warrants as of December 31, 2020	479,554			$0.97		9.05

XML

Note 6 - Debt (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Debt [Table Text Block]

	Balance
Loan Description	12/31/2020			12/31/2019
$1,000,000 12% Senior secured note due November 12 2022	$	1,000,000		$	-
$200,000 Senior secured note bearing interest at 12% per annum due November 18, 2018 guaranteed by Mr. Kepler		-			100,000
$170,000 Quasi-factoring financing with daily payments of $292-1035 maturing June -August 18, 2020		-			152,013
$130,200 loan bearing interest at 1% per annum maturing May 1, 2022 issued under the Payroll Protection Program		130,200			-
$120,000 Related party note payable bearing interest at 12% per annum due May 1, 2024		-			120,000
$108,000 Related party note payable due November 30, 2020		859			108,000
$385,000 8% convertible note payable due July 2021		318,012			442,750
$165,000 8% convertible note payable due July 2021		133,405			165,000
Miscellaneous equipment loans		1,405			4,419
		1,583,881			1,092,182
Less unamortized discount and debt issuance costs		(294,119	)		(52,153	)
Total notes payable	$	1,289,762		$	1,040,029
Current portion of long-term debt		399,614			1,040,029
Long-term portion	$	890,148		$	0

XML

Note 7 - Derivative Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

Volatility	356.33	%
Risk-free interest rate	1.52	%
Expected dividends	-
Expected term (in years)	.5

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

	Level 1		Level 2		Level 3
Balance January 1, 2019		-		-		-
Additions		-		-	$	1,321,764
Change in Fair Value		-		-		83,766
Balance at December 31, 2019	$	-	$	-	$	1,405,530
Additions		-		-		317,776
Amendments		-		-		(224,066	)
Retirements		-		-		(567,588	)
Change in Fair Value		-		-		(931,652	)
Balance at December 31, 2020	$	-	$	-	$	-

XML

Note 8 - Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

2021	61,800
2022	46,863

XML

Note 9 - Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	2020			2019
Income tax benefit at statutory rate	$	75,000		$	627,000
Permanent differences		233,000			(21,000	)
Change in valuation allowance		(308,000	)		(606,000	)
Provision for federal income taxes	$	-		$	-

XML

Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($)		12 Months Ended
	Nov. 12, 2020	Dec. 31, 2020	Dec. 31, 2019
Retained Earnings (Accumulated Deficit), Ending Balance		$ (7,184,818)	$ (6,829,907)
Net Income (Loss) Attributable to Parent, Total		(354,911)	(2,983,438)
Repayments of Notes Payable		457,657	294,522
Repayments of Trade Payables	$ 133,880
Cash, Ending Balance		$ 972,825	21,172
Property, Plant and Equipment, Useful Life (Year)		3 years
Other Liabilities, Current, Total		$ 180,000	180,000
Reclassified From Cost of Operations to Selling, General, and Aministrative Expenses [Member]
Referral Expense			$ 121,227
Loan Agreement [Member]
Debt Instrument, Face Amount	$ 1,000,000	$ 1,000,000
Debt Instrument, Interest Rate, Stated Percentage	12.00%	12.00%
Secured Note Payable [Member]
Repayments of Notes Payable	$ 100,000

XML

Note 3 - Stockholders' Deficit (Details Textual)					12 Months Ended
	Oct. 07, 2020 USD ($)	Aug. 28, 2020 $ / shares shares	Aug. 08, 2020 USD ($) shares	Jan. 28, 2020 $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) $ / shares shares	Sep. 30, 2020 shares	Jul. 06, 2020 USD ($) $ / shares shares	Dec. 31, 2018 $ / shares	May 24, 2018 shares
Preferred Stock, Shares Authorized (in shares)					5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares					$ 0.001	$ 0.001
Common Stock, Shares Authorized (in shares)					100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares					$ 0.001	$ 0.001
Stock Issued During Period, Shares, New Issues (in shares)			12,821	50,000
Shares Issued, Price Per Share (in dollars per share) | $ / shares		$ 1.95		$ 2	1.95
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)							476,348
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares					$ 0.97
Stock Issued During Period, Shares, Settlement of Accrued Expenses (in shares)		3,334
Stock Issued During Period, Shares, Issued for Services (in shares)					48,000
Warrant and Stock, Issued in Period (in shares)					70,514
Proceeds from Issuance or Sale of Equity, Total | $			$ 25,001		$ 137,501
Proceeds from Issuance of Common Stock | $					430,542	$ 321,297
Payment to Cancel Common Stock Subscriptions | $	$ 35,060
Common Stock, Shares Subscribed but Unissued (in shares)										35,200
Convertible Promissory Notes [Member]
Embedded Derivative, Fair Value of Embedded Derivative Liability | $					45,523
Conversion of Convertible Promissory Notes to Common Stock [Member]
Debt Conversion, Original Debt, Amount | $					$ 100,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)					51,283
Issuance of Common Stock 1 [Member]
Stock Issued During Period, Shares, New Issues (in shares)					160,634
Proceeds from Issuance of Common Stock | $					$ 313,236
Payments of Stock Issuance Costs | $					$ 21,349
Warrants Issued in Connection Amendment of Notes Payable [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)								115,385
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares								$ 0.01
Warrants and Rights Outstanding | $								$ 1,154
Warrants Issued to Third Party [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)					35,259
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares					$ 1.95
Warrants and Rights Outstanding, Term (Year)					5 years
Total Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)					10,000,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Authorized (in shares)					5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares					$ 0.001	$ 0.001
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)					1
Preferred Stock, Number of Votes Per Share					100

XML

Note 4 - Warrants to Purchase Common Stock (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Jul. 20, 2020	Jul. 10, 2020	Jun. 23, 2020	Dec. 31, 2019	Dec. 31, 2018
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 0.97
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	476,348
Class of Warrant or Right, Exercised in Period (in shares)		115,385
Warrants in Connection with Common Stock Sold [Member]
Warrants and Rights Outstanding, Term (Year)		5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)		$ 1.95
Warrants and Rights Outstanding		$ 639,194
Warrants Issued With Convertible Notes Payable [Member]
Warrants and Rights Outstanding, Term (Year)					1 year
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.01				$ 0.01
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)					115,385
Class of Warrant or Right, Exercised in Period (in shares)	115,385
Second Warrants Issued With Convertible Notes Payable [Member]
Warrants and Rights Outstanding, Term (Year)			5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 1
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			360,000	360,000

XML

Note 4 - Warrants to Purchase Common Stock - Warrant Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Warrants, number of shares (in shares)	84,295
Warrants, exercise price (in dollars per share)
Issued, number of shares (in shares)		84,295
Issued, exercise price (in dollars per share)	$ 1.95	$ 1.95
Warrants, average remaining life (Year)	9 years 18 days	4 years 193 days
Exercised during 2020 (in shares)	(115,385)
Exercised during 2020 (in dollars per share)	$ 0.01
Warrants, number of shares (in shares)	479,554	84,295
Warrants, exercise price (in dollars per share)	$ 0.97
Warrants and Exercise Price 2020, First Issuance [Member]
Issued, number of shares (in shares)	510,644
Minimum [Member]
Warrants, exercise price (in dollars per share)	$ 0.01
Warrants, exercise price (in dollars per share)		0.01
Maximum [Member]
Warrants, exercise price (in dollars per share)	$ 1.95
Warrants, exercise price (in dollars per share)		$ 1.95

XML

Note 5 - Related Party Transactions (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2020
Director, President, CEO,CFO, and Secretary [Member]
Due from Related Parties, Total			$ 9,823
Vice President [Member]
Due from Related Parties, Total		$ 1,500
Karma and EDM [Member]
Payments to Related Party for Services	$ 40,200	13,500
G2 and IPA [Member]
Prepaid Expenses, Related Party, Current	$ 36,700	$ 36,700

XML

Note 6 - Debt (Details Textual) - USD ($)											1 Months Ended	12 Months Ended
	Nov. 17, 2020	Nov. 12, 2020	Jul. 10, 2020	May 01, 2020	Mar. 23, 2020	Sep. 13, 2019	Jul. 17, 2019	Dec. 06, 2018	Nov. 09, 2018	Aug. 08, 2018	Oct. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2020	Jul. 20, 2020	Jun. 23, 2020	May 21, 2019	Dec. 31, 2018
Proceeds from Notes Payable, Total												$ 1,127,100	$ 251,455
Repayments of Notes Payable												457,657	294,522
Amortization of Debt Discount (Premium)												398,629	531,452
Repayments of Trade Payables		$ 133,880
Proceeds from Related Party Debt													109,342
Repayments of Related Party Debt													$ 155,547
Adjustments to Additional Paid in Capital, Convertible Note Forbearance Extinguishment of Derivative Liability												$ 522,065
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)														476,348
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)												$ 0.97
Warrants Issued												$ 371,243
Proceeds from Convertible Debt												$ 100,000	473,725
Conversion of Convertible Promissory Notes into Common Stock [Member]
Debt Conversion, Original Debt, Amount		$ 100,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)		51,282
Second Warrants Issued With Convertible Notes Payable [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			360,000												360,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)															$ 1
Paycheck Protection Program CARES Act [Member]
Debt Instrument, Interest Rate, Stated Percentage				1.00%								1.00%
Proceeds from Issuance of Long-term Debt, Total				$ 130,200								$ 130,200
Debt Instrument, Face Amount												$ 130,200
Loan Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage		12.00%										12.00%
Debt Instrument, Face Amount		$ 1,000,000										$ 1,000,000
Secured Note Payable [Member]
Repayments of Notes Payable		$ 100,000
Secured Promissory Note Payable [Member]
Proceeds from Notes Payable, Total										$ 200,000
Debt Instrument, Interest Rate, Stated Percentage										12.00%
Repayments of Notes Payable								$ 100,000
Interest Expense, Debt, Total								8,000
Repayment of Notes Payable Including Interest								108,000
Notes Payable Entered September 13, 2019 [Member]
Proceeds from Notes Payable, Total						$ 90,000
Debt Instrument, Periodic Payment, Total						490
Debt Instrument, Unamortized Discount, Total						$ 27,000
Notes Payable Entered October, 2019 [Member]
Proceeds from Notes Payable, Total											$ 80,000
Repayments of Notes Payable											39,000
Debt Instrument, Periodic Payment, Total											761
Debt Instrument, Unamortized Discount, Total											$ 31,600
Notes Payable Entered March 13, 2020 [Member]
Proceeds from Notes Payable, Total												35,000
Amortization of Debt Discount (Premium)												12,500
Notes Payable Entered January 27, 2020 [Member]
Proceeds from Notes Payable, Total												207,000
Amortization of Debt Discount (Premium)												57,000
Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Debt Instrument, Interest Rate, Stated Percentage									12.00%
Proceeds from Related Party Debt								$ 108,000	$ 120,000
Repayments of Related Party Debt	$ 29,680											107,141
Due to Related Parties, Total												$ 859
Convertible Notes Payable Issued May 21, 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage												8.00%	8.00%				8.00%
Debt Instrument, Face Amount												$ 385,000	$ 385,000				$ 385,000
Convertible Notes Payable Issued July 17, 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage												8.00%	8.00%
Debt Instrument, Face Amount							$ 165,000					$ 165,000	$ 165,000
Debt Instrument, Discount Rate							10.00%
Debt Instrument, Convertible, Beneficial Conversion Feature							$ 342,308
Debt Instrument, Redemption Fee, Amount												$ 24,750	$ 57,750
Convertible Notes Payable Issued July 10, 2020 [Member] | Embedded Derivative Financial Instruments [Member]
Adjustments to Additional Paid in Capital, Convertible Note Forbearance Extinguishment of Derivative Liability			$ 522,065
Warrants Issued in Connection Amendment of Notes Payable [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)																115,385
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 1													$ 0.01
Warrants Issued			$ 371,243
Convertible Notes Payable One Issued March 23, 2020 [Member]
Debt Instrument, Interest Rate, Stated Percentage					52.00%
Proceeds from Convertible Debt					$ 75,000
Debt Instrument, Convertible, Conversion Price (in dollars per share)					$ 0.60
Convertible Notes Payable Two Issued March 23, 2020 [Member]
Proceeds from Convertible Debt					$ 25,000
Convertible Notes Payable Issued June 23, 2020 [Member]
Debt Instrument, Convertible, Conversion Price (in dollars per share)																$ 1.95

XML

Note 6 - Debt - Schedule of Debt (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Short-term and Long-term Debt, Gross	$ 1,583,881	$ 1,092,182
Less unamortized discount and debt issuance costs	(294,119)	(52,153)
Total notes payable	1,289,762	1,040,029
Current portion of long-term debt	399,614	1,040,029
Long-term portion	890,148	0
Convertible Notes Payable Issued May 21, 2019 [Member]
Short-term Debt	318,012	442,750
Convertible Notes Payable Issued July 17, 2019 [Member]
Short-term Debt	133,405	165,000
Loan Agreement [Member]
Long-term Debt, Gross	1,000,000
Secured Promissory Note Payable [Member]
Long-term Debt, Gross		100,000
Quasi-factoring Financing [Member]
Long-term Debt, Gross		152,013
Paycheck Protection Program CARES Act [Member]
Long-term Debt, Gross	130,200
First Note [Member] | Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Short-term Debt		120,000
Second Note [Member] | Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Short-term Debt	859	108,000
Miscellaneous Equipment Loans [Member]
Long-term Debt, Gross	$ 1,405	$ 4,419

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Note 6 - Debt - Schedule of Debt (Details) (Parentheticals) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Nov. 12, 2020	May 01, 2020	Jul. 17, 2019	May 21, 2019	Nov. 09, 2018
Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Interest Rate							12.00%
Convertible Notes Payable Issued May 21, 2019 [Member]
Face amount	$ 385,000	$ 385,000				$ 385,000
Interest Rate	8.00%	8.00%				8.00%
Convertible Notes Payable Issued July 17, 2019 [Member]
Face amount	$ 165,000	$ 165,000			$ 165,000
Interest Rate	8.00%	8.00%
Loan Agreement [Member]
Face amount		$ 1,000,000	$ 1,000,000
Interest Rate		12.00%	12.00%
Secured Promissory Note Payable [Member]
Face amount	$ 200,000
Interest Rate	12.00%
Quasi-factoring Financing [Member]
Face amount	$ 170,000
Quasi-factoring Financing [Member] | Maximum [Member]
Periodic payment	1,035
Quasi-factoring Financing [Member] | Minimum [Member]
Periodic payment	292
Paycheck Protection Program CARES Act [Member]
Face amount		$ 130,200
Interest Rate		1.00%		1.00%
First Note [Member] | Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Face amount	$ 120,000
Interest Rate	12.00%
Second Note [Member] | Notes Payable, Other Payables [Member] | Director, President, CEO,CFO, and Secretary [Member]
Face amount	$ 108,000	$ 108,000

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Note 7 - Derivative Liabilities (Details Textual)	Dec. 31, 2020 USD ($)
Convertible Notes Payable Issued March 23, 2020 [Member]
Debt Instrument, Face Amount	$ 100,000

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Note 7 - Derivative Liabilities - Option Pricing Assumptions (Details) - Convertible Notes Payable Issued May 21, 2019 [Member]	Dec. 31, 2020
Measurement Input, Option Volatility [Member]
Derivative liability, measurement input	3.5633
Measurement Input, Risk Free Interest Rate [Member]
Derivative liability, measurement input	0.0152
Measurement Input, Expected Dividend Rate [Member]
Derivative liability, measurement input
Measurement Input, Expected Term [Member]
Derivative liability, measurement input	0.5

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Note 7 - Derivative Liabilities - Liabilities Measured and Recognized at Fair Value (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Inputs, Level 1 [Member]
Balance
Additions
Change in Fair Value
Amendments
Retirements
Balance
Fair Value, Inputs, Level 2 [Member]
Balance
Additions
Change in Fair Value
Amendments
Retirements
Balance
Fair Value, Inputs, Level 3 [Member]
Balance	1,405,530
Additions	317,776	1,321,764
Change in Fair Value	(931,652)	83,766
Amendments	(224,066)
Retirements	(567,588)
Balance		$ 1,405,530

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Note 8 - Commitments and Contingencies (Details Textual) - USD ($)				5 Months Ended	12 Months Ended
	Aug. 11, 2020	Aug. 08, 2020	Jan. 28, 2020	Dec. 31, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating Lease, Expense					$ 59,597	$ 54,631
Stock Issued During Period, Shares, New Issues (in shares)		12,821	50,000
Winspear [Member]
Strategic Advisory Services Agreement Minimum Term (Month)	90 days
Strategic Advisory ServicesAgreement Shares Compensation at Inception (in shares)	20,000
Strategic Advisory Services Agreement Monthly Compensation Common Stock Shares (in shares)	5,000
Strategic Advisory Services Agreement Additional Twelve Months Term Monthly Compensation Common Stock Shares (in shares)	3,000
Strategic Advisory Services Agreement Additional Twelve Months Term Maximum Compensation Common Stock Shares (in shares)	71,000
Agreement Covenant, Common Stock Issued Upon NASDAQ Listing (in shares)	80,000
Strategic Advisory Services Agreement, Minimum Compensation Common Stock, Shares (in shares)	35,000
Strategic Advisory Services Agreement, Maximum Compensation Common Stock, Shares (in shares)	151,000
Stock Issued During Period, Shares, New Issues (in shares)				48,000

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Note 8 - Commitments and Contingencies - Future Minimum Rental Payments (Details)	Dec. 31, 2020 USD ($)
2021	$ 61,800
2022	$ 46,863

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Note 9 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Operating Loss Carryforwards, Total	$ 5,551,000

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Note 9 - Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income tax benefit at statutory rate	$ 75,000	$ 627,000
Permanent differences	233,000	(21,000)
Change in valuation allowance	(308,000)	(606,000)
Provision for federal income taxes

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Note 10 - Subsequent Events (Details Textual) - USD ($)						1 Months Ended	12 Months Ended
	Feb. 21, 2021	Jan. 28, 2021	Jan. 04, 2021	Aug. 08, 2020	Jan. 28, 2020	Jan. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Aug. 28, 2020	Dec. 31, 2018
Stock Issued During Period, Shares, New Issues (in shares)				12,821	50,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)							$ 0.97
Proceeds from Issuance or Sale of Equity, Total				$ 25,001			$ 137,501
Shares Issued, Price Per Share (in dollars per share)					$ 2		$ 1.95		$ 1.95
Proceeds from Issuance of Common Stock							$ 430,542	$ 321,297
Subsequent Event [Member]
Stock Issued During Period, Shares, New Issues (in shares)			6,411			43,591
Proceeds from Issuance or Sale of Equity, Total			$ 12,500
Shares Issued, Price Per Share (in dollars per share)						$ 1.95
Proceeds from Issuance of Common Stock						$ 85,002
Convertible Liability, Original Amount	$ 50,000	$ 130,000
Conversion of Convertible Liability, Shares Issued (in shares)	25,641	66,667
Convertible Liability, Conversion Price (in dollars per share)		$ 1.95
Warrants Issued in Connection with Subscription Agreement [Member]
Warrants and Rights Outstanding, Term (Year)				5 years
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				6,411
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 1.95
Class of Warrant or Right Issued During Period (in shares)				1
Warrants Issued in Connection with Subscription Agreement [Member] | Subsequent Event [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)			3,206
Class of Warrant or Right Issued During Period (in shares)			1