Restatement of Prior Period Financial Statements | Note 3 — Restatement of Prior Period Financial Statements Our financial statements for the three and nine months ended December 31, 2015 have been restated. On July 11, 2016, our Board of Directors determined that the transactions under the Agreement (as defined below) were erroneously accounted for as a reverse acquisition for accounting purposes and that OCHL was improperly included in consolidation as our subsidiary. OCHL should have been reflected as an investment accounted for under the equity method of accounting. This determination was based on an analysis by our management that we did not have sufficient control of OCHL at the date of the transaction in accordance with the current accounting rules. Therefore, our results for the three and nine months ended December 31, 2015 previously reported in our Quarterly Report on Form 10-Q filed on February 22, 2016 are being restated herein to properly present the Merger (as defined below) and our former investment in OCHL on the equity basis of accounting and correct the prior period for other errors. Specifically, on April 28, 2014, we entered into an Agreement and Plan of Merger (the “Agreement”), by and among our Company, Loton Acquisition Sub I, Inc., a Delaware corporation and our wholly-owned subsidiary (“Acquisition Sub”), and KOKO (Camden) Holdings (US), Inc. (“KOKO Parent”), a Delaware corporation and wholly-owned subsidiary of JJAT Corp. (“JJAT”), a Delaware corporation wholly-owned by Robert Ellin, our Executive Chairman, President, a director and controlling stockholder), and his affiliates (the “Merger”). As a result of the Merger, KOKO Parent became our wholly-owned subsidiary, and our then primary business became that of KOKO Parent and its subsidiaries, KOKO (Camden) Limited, a private limited company registered in England and Wales (“KOKO UK”), which owned 50% of OCHL, which in turn wholly-owns its operating subsidiary OBAR Camden. Upon the closing of the Merger, pursuant to the terms of the Merger Agreement, KOKO Parent’s former sole shareholder, JJAT, received 58,000,000 shares of our common stock. Since both we and JJAT were controlled by Mr. Ellin at the time of the consummation of the Merger, this reverse merger transaction should have been accounted for as a transaction between entities under common control. Accordingly, this equity method investment should have been initially measured on our financial statements at JJAT’s historical basis of $4.2 million. As discussed in Note 4 — Equity Investments in OCHL, in connection with the Settlement Transactions with Mr. Oliver Bengough, on December 1, 2016 and effective as of November 24, 2016, we sold our 50% interest in OCHL, representing our ownership in the nightclub and live music venue “KOKO” in Camden, London, England, for approximately $2.18 million. Loton, Corp Originally Filed, Three months ended December 31, 2015 Effect of Deconsolidation of OCHL Pro Forma After Deconsolidation, December 31, 2015 Equity Treatment, Investment in OCHL As Restated, Three months ended December 31, 2015 (unaudited) Notes Revenues $ 2,185,959 $ (2,185,959 ) $ — $ — $ — (1) Cost of Revenue 280,110 (280,110 ) — — — (1) Gross Margin 1,905,849 (1,905,849 ) — — — Operating Expenses Selling, general and 2,242,064 (1,878,761 ) 363,303 — 363,303 (1) Related party expenses 120,331 (30,331 ) 90,000 — 90,000 (1) Total operating expenses 2,362,395 (1,909,092 ) 453,303 — 453,303 Income (loss) from operations (456,546 ) 3,243 (453,303 ) — (453,303 ) Other income (expense) Interest income (expense), net (28,874 ) (20,391 ) (49,265 ) — (49,265 ) (1) Earnings from investment — — — 188,178 188,178 (2) Other (income) expense, net (28,874 ) (20,391 ) (49,265 ) 188,178 138,913 Net income (loss) before (485,420 ) (17,148 ) (502,568 ) 188,178 (314,390 ) Income tax provision 82,544 (82,544 ) — — — (1) Net income (loss) before non-controlling interest (567,964 ) 65,396 (502,568 ) 188,178 (314,390 ) Net income (loss) attributable to non-controlling interest 190,497 (190,497 ) — — — (1) Net income (loss) attributable to Loton Corp stockholders (758,461 ) 255,893 (502,568 ) 188,178 (314,390 ) Other comprehensive income (loss) attributable to Loton Corp stockholders (2,319 ) 2,319 — — — Comprehensive income (loss) $ (760,780 ) $ 258,212 $ (502,568 ) $ 188,178 $ (314,390 ) Earnings Per Share: – basic and diluted $ (0.01 ) $ (0.01 ) $ (0.00 ) Weighted average common shares outstanding: – basic and diluted 91,846,946 91,846,946 91,846,946 Notes: (1) (2) Loton, Corp Originally Filed, Nine months ended December 31, 2015 Effect of Deconsolidation of OCHL Pro Forma After Deconsolidation, December 31, 2015 Equity Treatment, Investment in OCHL As Restated, Nine months ended December 31, 2015 (unaudited) Notes Revenues $ 5,322,665 $ (5,322,665 ) $ — $ — $ — (1) Cost of Revenue 734,179 (734,179 ) — — — (1) Gross Margin 4,588,486 (4,588,486 ) — — — Operating Expenses Selling, general and 7,073,377 (4,181,431 ) 2,891,946 — 2,891,946 (1) Related party expenses 362,578 (92,578 ) 270,000 — 270,000 (1) Total operating expenses 7,435,955 (4,274,009 ) 3,161,946 — 3,161,946 Income (loss) from operations (2,847,469 ) (314,477 ) (3,161,946 ) — (3,161,946 ) Other income (expense) Interest income (expense), net (120,965 ) 54,135 (66,830 ) — (66,830 ) (1) Earnings from investment — — — 268,090 268,090 (2) Other income (expense), net (120,965 ) 54,135 (66,830 ) 268,090 201,260 — Net income (loss) before (2,968,434 ) (260,342 ) (3,228,776 ) 268,090 (2,960,686 ) Income tax provision 180,353 (180,353 ) — — — (1) Net income (loss) before non-controlling interest (3,148,787 ) (79,989 ) (3,228,776 ) 268,090 (2,960,686 ) Net income (loss) attributable to non-controlling interest 266,786 (266,786 ) — — — (1) Net income (loss) attributable to Loton Corp stockholders (3,415,573 ) 186,797 (3,228,776 ) 268,090 (2,960,686 ) Other comprehensive income (loss) attributable to Loton Corp stockholders 1,304 (1,304 ) — — — — Comprehensive income (loss) $ (3,414,269 ) $ 185,493 $ (3,228,776 ) $ 268,090 $ (2,960,686 ) Earnings Per Share: – basic and diluted $ (0.04 ) $ (0.04 ) $ (0.03 ) Weighted average common shares outstanding: – basic and diluted 90,597,462 90,597,462 90,597,462 Notes: (1) (2) Loton, Corp Originally Effect of (1) Equity (2) As Restated, Cash Flows from Operating Activities: Net loss $ (3,148,787 ) $ 188,101 $ — $ (2,960,686 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 105,141 (102,354 ) — 2,787 Common stock issued for services 998,125 (30,312 ) — 967,813 Warrants issued for compensation — — — — Equity in earnings of OCHL — — (268,090 ) (268,090 ) Changes in operating assets and liabilities: (Increase)/Decrease in current assets 159,719 (191,469 ) — (31,750 ) (Increase)/Decrease in prepaid expenses 134,472 (133,662 ) — 810 (Increase)/Decrease in note receivable – related party 152,415 (152,415 ) — — Decrease/(Increase) in current liabilities, net 38,373 332,350 — 370,723 Net cash used in operating activities (1,560,542 ) (89,761 ) (268,090 ) (1,918,393 ) Cash Flows from Investing Activities: Purchases of fixed assets (61,396 ) 61,396 — — Net cash used in investing activities (61,396 ) 61,396 — — Cash Flows from Financing Activities: Advances from (repayments to) related parties (28,026 ) — — (28,026 ) Proceeds from notes payable, related party 1,924,000 — — 1,924,000 Proceeds from warrant exercise 6,813 — — 6,813 Proceeds from issuance of common stock 612,500 — — 612,500 Repayment of note payable, related party (439,500 ) — — (439,500 ) Net cash provided by financing activities 2,075,787 — — 2,075,787 Effect of exchange rate changes on cash (6,246 ) 6,246 — — Net Increase/(Decrease) in cash 447,603 (22,119 ) (268,090 ) 157,394 Cash, beginning of period 866,950 (830,829 ) — 36,121 Cash, end of period $ 1,314,553 $ (852,948 ) $ (268,090 ) $ 193,515 Notes: (1) (2) | Note 3 — Restatement of Prior Period Financial Statements The financial statements for the year ended March 31, 2015 have been restated. On July 11, 2016, our Board of Directors, determined that the Merger was erroneously accounted for as a reverse acquisition for accounting purposes and that OCHL was improperly included in consolidation as our subsidiary. OCHL should have been reflected as an investment accounted for under the equity method of accounting. This determination was based on an analysis by our management that we did not have sufficient control of OCL at the date of the transaction in accordance with the current accounting rules. Therefore, this registration statement on Form S-1 contains our financial statements for the fiscal year ended March 31, 2016 and restated financial statements for the fiscal year ended March 31, 2015 that properly present the Merger and our investment in OCHL on the equity basis of accounting and correct the prior period for other errors. Specifically, on April 28, 2014, the Company consummated an Agreement and Plan of Merger (the “Agreement”), by and among the Company, Loton Acquisition Sub I, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), and KOKO (Camden) Holdings (US), Inc. (“KOKO Parent”), a Delaware corporation and wholly-owned subsidiary of JJAT Corp. (“JJAT”), a Delaware corporation wholly-owned by Robert Ellin, the Company’s Executive Chairman, President, Director and controlling shareholder, and his affiliates (the “Merger”). As a result of the Merger, KOKO Parent became a wholly-owned subsidiary of the Company, and the Company’s then primary business became that of KOKO Parent and its subsidiaries, KOKO (Camden) Limited, a private limited company registered in England and Wales (“KOKO UK”) which owns 50% of OCHL, which in turn wholly-owns its operating subsidiary OBAR Camden. Upon the closing of the Merger, pursuant to the terms of the Merger Agreement, KOKO Parent’s former sole shareholder, JJAT, received 58,000,000 shares of the Company’s common stock. Since both the Company and JJAT were controlled by Mr. Ellin at the time of the consummation of the Merger, this reverse merger transaction should have been accounted for as a transaction between entities under common control. Accordingly, this equity method investment should have been initially measured on the Company’s financial statements at its then JJAT’s historical basis of $4.2 million. In addition, certain issuances of common stock prior to March 31, 2014 were improperly recorded, and the applicable adjustments to accumulated deficit and additional paid in capital have been made herein. The effects on the previously issued financial statements are as follows: Loton, Corp Originally Filed, March 31, 2015 Effective of deconsolidation of OCHL Equity Treatment, Investment in OCHL As Restated, March 31, 2015 Notes ASSETS Current Assets Cash $ 866,951 $ (830,830 ) $ — $ 36,121 (1) Accounts receivable 67,876 (67,876 ) — — (1) Inventories 161,977 (161,977 ) — — (1) Prepayments and other current assets 460,226 (459,416 ) — 810 (1) Deferred taxes 36,345 (36,345 ) — — (1) Total Current Assets 1,593,375 (1,556,444 ) — 36,931 Property and Equipment, net 950,208 (939,316 ) — 10,892 Intangible Assets, net 9,551 (9,551 ) — — Investment in OCHL — — 4,478,962 4,478,962 (2) Note receivable – OCHL — — 494,750 494,750 (2) Total Assets $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable $ 843,667 $ (478,977 ) $ — $ 364,690 (1) Deferred rent, current portion 80,700 (80,700 ) — — (1) Income taxes payable 241,813 (241,813 ) — — (1) Management service obligation – related party 1,000,000 — — 1,000,000 Note payable — 246,086 — 246,086 (1) Notes payable – related parties 1,701,124 (876,124 ) — 825,000 (1) VAT tax payable and payroll liabilities 202,024 (202,024 ) — — (1) Advances from related parties 127,467 (26,122 ) — 101,345 (1) Accrued expenses and other current liabilities 601,324 (520,221 ) — 81,103 (1) Total Current Liabilities 4,798,119 (2,179,895 ) — 2,618,224 NON-CURRENT LIABILITIES Note payable 242,498 (242,498 ) — — (1) Deferred rent 1,049,114 (1,049,114 ) — — (1) Total Non-Current Liabilities 1,291,612 (1,291,612 ) — — Total Liabilities 6,089,731 (3,471,507 ) — 2,618,224 EQUITY Preferred stock, par value $0.001: 1,000,000 shares authorized; none issued or outstanding — — — — Common stock, par value $0.001: 500,000,000 shares authorized; 86,551,644 and 58,000,000 shares issued and outstanding, respectively 86,552 1,718 — 88,270 (2) Additional paid-in capital 2,396,812 10,017,456 — 12,414,268 Retained earnings (accumulated deficit) (5,272,900 ) (9,800,039 ) 4,973,712 (10,099,227 ) (2) Accumulated other comprehensive income (loss): — — — Foreign currency translation loss (25,932 ) 25,932 — — (1) Total Loton Corp. Stockholders’ Equity (Deficit) (2,814,609 ) 244,208 4,973,712 2,403,311 NON-CONTROLLING INTEREST Non-controlling interest – capital stock 1 (1 ) — — (1) Non-controlling interest – Retained earnings (accumulated deficit) (696,058 ) 696,058 — — (1) Accumulated other comprehensive income (loss): — — (1) Foreign currency translation loss (25,931 ) 25,931 — — (1) Total Non-Controlling Interest (721,988 ) 721,988 — — Total Equity (Deficit) (3,536,597 ) 966,196 4,973,712 2,403,311 Total Liabilities and Equity $ 2,553,134 $ (2,505,311 ) $ 4,973,712 $ 5,021,535 Notes: (1) (2) Loton, Corp Originally Filed, March 31, 2015 Effective of deconsolidation of OCHL Pro forma after deconsolidation, March 31, 2015 Equity Treatment, Investment in OCHL As Restated, March 31, 2015 Notes Revenues $ 7,436,877 $ (7,436,877 ) $ — $ — $ — (1) Cost of Revenue 1,101,267 (1,101,267 ) — — — (2) Gross Margin 6,335,610 (6,335,610 ) — — — Operating Expenses Selling, general and administrative 7,886,823 (5,170,942 ) 2,715,881 — 2,715,881 (1) Related party expenses 609,183 (82,523 ) 526,660 — 526,660 (1) Total operating expenses 8,496,006 (5,253,465 ) (3,242,541 ) — (3,242,541 ) Income (loss) from operations (2,160,396 ) (1,082,145 ) (3,242,541 ) — (3,242,541 ) Other (income) expense Compensation expense, investors 2,600,080 — 2,600,080 — 2,600,080 Interest (income) expense, net 131,707 (85,691 ) 46,016 — 46,016 (1) Earnings from investment — — $ — (278,962 ) (278,962 ) (2) Other (income) expense, net 2,731,787 (85,691 ) 2,646,096 (278,962 ) 2,367,134 Net income (loss) before income taxes (4,892,183 ) (996,454 ) $ (5,888,637 ) 278,962 (5,609,675 ) Income tax provision 261,784 261,784 — — — (1) Net income (loss) before non-controlling (5,153,967 ) (734,670 ) (5,888,637 ) (278,962 ) (5,609,675 ) Net income (loss) attributable to non-controlling interest 278,959 (278,959 ) — — — (1) Net income (loss) attributable to Loton Corp. stockholders (5,432,926 ) (455,711 ) (5,888,637 ) (278,962 ) (5,609,675 ) Other comprehensive income (loss) FX translation gain (loss) (8,226 ) 8,226 — — — (1) FX translation gain (loss) attributable to non-controlling interest (4,113 ) 4,113 — — — (1) Other comprehensive income (loss) attributable to Loton Corp stockholders (4,113 ) 4,113 — — — Comprehensive income (loss) $ (5,437,039 ) $ (451,598 ) $ (5,888,637 ) $ (278,962 ) $ (5,609,675 ) Earnings Per Share: – basic and diluted $ (0.07 ) $ (0.07 ) $ (0.07 ) Weighted average common shares outstanding: – basic and diluted 79,904,572 79,904,572 Notes: (1) (2) Loton, Corp Originally Filed, March 31, 2015 Effective of deconsolidation of OCHL Equity Treatment, Investment in OCHL As Restated, March 31, 2015 Notes Cash Flows from Operating Activities (as Restated) Net loss $ (5,153,967 ) $ (455,708 ) $ — $ (5,609,675 ) (1) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 173,785 (170,737 ) — 3,048 (1) Common stock issued for services 934,795 36,666 — 971,461 (1) Warrants issued for compensation 2,600,080 — — 2,600,080 (1) Equity in earnings of OCHL — — (278,962 ) (278,962 ) Changes in operating assets and liabilities: (Increase)/Decrease in current (40,789 ) 40,789 — — (1) (Increase)/Decrease in prepaids 300,115 (35,047 ) — 265,068 (1) (Increase)/Decrease in note receivable – related party 38,757 62,588 — 101,345 (1) Services payable – related party 138,882 27,778 166,660 (1) Decrease/(Increase) in current liabilities, net 828,551 4,670 — 833,221 (1) Net cash used in operating activities (179,791 ) (489,001 ) (278,962 ) (947,754 ) Cash Flows from Investing Activities: Purchases of fixed assets (70,250 ) 64,928 — (5,322 ) (1) Note receivable, related party 85,608 (580,358 ) — (494,750 ) (1) Net cash used in investing 15,358 (515,430 ) — (500,072 ) Cash Flows from Financing Activities Proceeds from notes payable, related party 445,185 179,815 — 625,000 (1) Repayment of note payable (500,000 ) 200,000 — (300,000 ) (1) Proceeds from issuance of common stock 854,500 — — 854,500 Dividends paid (407,707 ) 407,707 — — (1) Net cash provided by financing activities 391,978 787,522 — 1,179,500 Effect of exchange rate changes on cash (91,802 ) (91,802 ) — — (1) Net Increase/(Decrease) in cash 135,743 (216,909 ) (278,962 ) (268,326 ) Cash, beginning of period 731,208 304,446 (1) Cash, end of period $ 867,951 $ 36,120 Notes: (1) (2) |