Restatement of Prior Period Financial Statements | 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 Annual Report on Form 10-K (this Annual Report) contains our financial statements for the fiscal year ended March 31, 2016 and restated financial statements for the fiscal year ended March 31, 2015 (the 2015 Annual Report) 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 Companys 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 Companys 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 Parents former sole shareholder, JJAT, received 29,000,000 shares of the Companys 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 Consolidated Balance Sheets Originally Filed, Effective of Equity Treatment, As Restated, 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: 75,000,000 shares authorized; 43,275,822 and 29,000,000 shares issued and outstanding, respectively 43,276 859 - 44,135 (2) Additional paid-in capital 2,440,947 10,017,456 - 12,458,403 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) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method Loton, Corp Consolidated Statements of Operations Originally Filed, Effective of Pro forma after Equity Treatment, As Restated, 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 provison 261,784 261,784 - - - (1) - Net income (loss) before non-controlling interest (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 $ (0.13 ) $ (0.15 ) $ (0.15 ) Weighted average common shares outstanding: - basic and diluted 39,952,286 39,952,286 37,636,497 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KoKo under equity method Loton, Corp Consolidated Statements of Cash Flows Originally Filed, Effective of Equity Treatment, As Restated, 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 assets (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 activities 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) (1) Cash, end of period $ 867,951 $ 36,120 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in KOKO under equity method |