Restatement of Prior Period Financial Statements | Note 3 Restatement of Prior Period Financial Statements The financial statements for the three months ended June 30, 2015 have been restated. On July 11, 2016, our Board of Directors, determined that the Agreement with OCHL 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 OCHL at the date of the transaction in accordance with the current accounting rules. Therefore, our results for the three months ended June 30, 2015 previously reported in our 10-Q filed on August 18, 2015 are being restated herein to 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, 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, Director and controlling shareholder), 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 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 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 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 Condensed Consolidated Statements of Operations (Unaudited) Originally Filed, Effect of of OCHL Pro Forma After Equity Treatment, As Restated, (unaudited) Notes Revenues $ 1,936,770 $ (1,936,770 ) $ - $ - $ - (1) - Cost of Revenue 277,385 (277,385 ) - - - (2) Gross Margin 1,659,385 (1,659,385 ) - - - Operating Expenses Selling, general and administrative 2,131,140 (1,345,347 ) 785,793 - 785,793 (1) Related party expenses 120,609 (30,609 ) 90,000 - 90,000 (1) Total operating expenses 2,251,749 (1,375,956 ) 875,793 - (875,793 ) Income (loss) from operations (592,364 ) 283,429 (875,793 ) - (875,793 ) Other (income) expense Compensation expense, investors - - - - - Interest income (expense), net (44,077 ) (60,958 ) 16,880 - 16,880 (1) Earnings from investment - - - 74,036 74,036 (2) Other (income) expense, net (44,077 ) (60,958 ) 16,880 74,036 90,916 - Net income (loss) before income taxes (636,441 ) 222,471 (858,912 ) 74,036 (784,876 ) - Income tax provision 59,310 59,310 - - - (1) - Net income (loss) before non-controlling interest (695,751 ) 163,161 (858,912 ) 74,036 (784,876 ) - Net income (loss) attributable to non-controlling interest 74,967 74,967 - - - (1) - Net income (loss) attributable to Loton Corp. stockholders (770,718 ) 88,194 (858,912 ) 74,036 (784,876 ) - Other comprehensive income (loss) attributable to Loton Corp stockholders (932 ) 932 - - - - Comprehensive income (loss) $ (771,650 ) $ 88,262 $ (858,912 ) $ 74,036 $ (784,876 ) Earnings Per Share: - basic and diluted $ (0.02 ) $ (0.02 ) $ (0.02 ) Weighted average common shares outstanding: - basic and diluted 44,700,378 44,304,432 44,304,432 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in OCHL under equity method Loton, Corp Condensed Consolidated Statements of Cash Flows (Unaudited) Originally Filed, Effect of Equity Treatment, As Restated, June 30, deconsolidation Investment June 30, 2015 of OCHL in OCHL 2015 Notes (as Restated) Cash Flows from Operating Activities Net loss $ (695,751 ) $ (163,161 ) $ 74,036 $ (784,876 ) (1) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 32,304 (31,485 ) - 819 (1) Common stock issued for services 223,958 - - 223,958 (1) Warrants issued for compensation - - - - (1) Equity in earnings of OCHL - - (74,036 ) (74,036 ) (2) Changes in operating assets and liabilities: (Increase)/Decrease in current assets 136,292 (136,395 ) - (103 ) (1) (Increase)/Decrease in prepaids 84,321 (84,321 ) - - (1) (Increase)/Decrease in note receivable - related party 26,341 (26,341 ) - - (1) Services payable - related party - - (1) Decrease/(Increase) in current liabilities, net (241,454 ) 247,677 - 6,223 (1) Net cash used in operating activities (433,989 ) (194,025 ) - (628,014 ) (2) Cash Flows from Investing Activities: Purchases of fixed assets (23,900 ) 23,900 - - (1) Net cash used in investing activities (23,900 ) 23,900 - (2) Cash Flows from Financing Activities (Advance to)/proceeds from notes payable, related party (33,434 ) (20,190 ) - (53,624 ) (1) Repayment of note payable (64,000 ) 64,000 - - (1) Proceeds from warrants exercised 1,500 - 1,500 Proceeds from issuance of common stock 150,000 - - 150,000 (2) Proceeds from notes payable, related party 820,500 - - 820,500 (1) Net cash provided by financing activities 874,566 43,810 918,376 Effect of exchange rate changes on cash 53,078 (53,078 ) - - (1) Net Increase/(Decrease) in cash 469,755 (179,393 ) 290,362 Cash, beginning of period 866,951 (830,830 ) 36,121 (1) (1) Cash, end of period $ 1,336,706 $ (1,010,223 ) $ 326,483 Notes: (1) To remove balances of previously consolidated investment (2) To reflect investment in OCHL under equity method |