The Crypto Company (CRCW) 10-Q/A 22 Aug 17 2017 Q2 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Aug. 21, 2017
Document And Entity Information
Entity Registrant Name	CROE, INC.
Entity Central Index Key	1,688,126
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,409,114
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited)	Jun. 30, 2017USD ($)
CURRENT ASSETS
Cash and cash equivalents	$ 1,389,531
Investment in cryptocurrency, at fair value (cost $182,640)	571,711
Prepaid expenses, related party	120,000
Prepaid expenses	46,069
Total Current Assets	2,127,311
Equipment, net of accumulated depreciation	19,644
Other assets	107,000
TOTAL ASSETS	2,253,955
CURRENT LIABILITIES
Accounts payable	8,694
Accrued expenses	223,362
Income tax payable	800
Total Current Liabilities	232,856
TOTAL LIABILITIES	232,856
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding
Common stock, $0.001 par value; 50,000,000 shares authorized, 18,409,114 shares issued and outstanding	18,409
Additional paid-in-capital	3,204,344
Accumulated deficit	(1,201,654)
TOTAL STOCKHOLDERS' EQUITY	2,021,099
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,253,955

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical)	Jun. 30, 2017USD ($)$ / sharesshares
Statement of Financial Position [Abstract]
Investment fair value | $	$ 182,640
Preferred stock, par value | $ / shares	$ 0.001
Preferred stock, shares authorized	10,000,000
Preferred Stock, shares issued
Preferred stock, shares outstanding
Common stock, par value | $ / shares	$ 0.001
Common stock, shares authorized	50,000,000
Common Stock, shares issued	18,409,114
Common Stock, shares outstanding	18,409,114

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended	4 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
NET REALIZED GAIN/LOSS ON INVESTMENT IN CRYPTOCURRENCY
Net realized gain/loss on investment in cryptocurrency	$ 82,640	$ 82,640
Total Net Realized Gain/loss on Investment in Cryptocurrency	82,640	82,640
OPERATING EXPENSES
General and administrative expenses	1,391,465	1,672,565
Total Operating Expenses	1,391,465	1,672,565
OPERATING LOSS	(1,308,825)	(1,589,925)
NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENT IN CRYPTOCURRENCY
Net change in unrealized appreciation on investment in cryptocurrency	389,071	389,071
Total Net Change in Unrealized Appreciation on Investment in Cryptocurrency	389,071	389,071
LOSS BEFORE PROVISION FOR INCOME TAXES	(919,754)	(1,200,854)
PROVISION FOR INCOME TAXES	800	800
NET LOSS	$ (920,554)	$ (1,201,654)
Net loss per common share - basic and diluted	$ (0.07)	$ (0.09)
Weighted average common shares outstanding - basic and diluted	13,197,033	12,746,973

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited)	4 Months Ended
	Jun. 30, 2017USD ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,201,654)
Adjustments to reconcile net income to net cash used by operating activities:
Net realized gain on investment in cryptocurrency	(82,640)
Net change in unrealized (appreciation) on investment in cryptocurrency	(389,071)
Depreciation	541
Stock based compensation	366,717
Changes in operating assets and liabilities:
Prepaid expenses	(166,069)
Accounts payable and accrued liabilities	232,856
Net cash used by operating activities	(1,239,320)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment of other assets	(107,000)
Purchases of equipment	(20,185)
Net cash used by investing activities	(127,185)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common stock issuance	2,756,036
Net cash provided by financing activities	2,756,036
NET CHANGE IN TOTAL CASH AND CASH EQUIVALENTS	1,389,531
CASH AND CASH EQUIVALENTS, beginning of period
CASH AND CASH EQUIVALENTS, end of period	1,389,531
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for income taxes
Noncash investment activities:
Shares of common stock issued in exchange of investment in cryptocurrency	100,000
Reinvestment in cryptocurrency	$ 82,640

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical)	Jun. 30, 2017USD ($)
Statement of Cash Flows [Abstract]
Financing cost, net	$ 380,218

The Company and Basis of Presen

The Company and Basis of Presentation	6 Months Ended
	Jun. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
The Company and Basis of Presentation	1. The Company and Basis of Presentation Croe, Inc. (“Croe”) was incorporated in the State of Utah on December 2, 2013. On June 7, 2017 (the “Transaction Date”), as a result of the Stock Sale, the Stock Dividend and the Share Exchange, each as hereinafter described, (i) The Crypto Company, a Nevada corporation (“Crypto”), became a wholly owned subsidiary of Croe; (ii) all of the former shareholders of Crypto became shareholders of Croe, on a pro-rata basis; and (iii) the operations of Croe solely consisted of the operations of Crypto. The Transaction was treated as a reverse acquisition of Croe, and Crypto is treated as the acquirer, for financial accounting and reporting purposes, while Croe is treated as the acquired entity. As of the effective date of the Transaction, the acquired entity had no liabilities or obligations. As a result of the Transaction, Crypto and its parent company, Croe, shall collectively be referred to as (the “Company”, “we”, “our”, or “us”) herein. The Company is engaged in the business of advising regarding, investing in, trading and developing proprietary source code for digital assets with diversified exposure to digital asset markets. Our core services include consulting and advice to companies regarding investment and trading in the digital asset market and investing in a manner that diversifies exposure to the growing class of digital assets. Technology We are developing proprietary technology, including trading management and auditing software, tools and processes, to assist both traditional companies, from start-up businesses to well-established companies, and decentralized autonomous organizations with their design protocol and connect such companies and teams to the resources required to operate and/or trade in cryptocurrencies.. Consulting We offer various consulting services to a variety of clients, including advising traditional institutions and decentralized autonomous organizations who desire to operate or trade in cryptocurrencies and active dialogue with government regulators, lawmakers and industry groups to create responsible regulations that promote the growth of the cryptocurrency market while providing transparency to potential investors. Media and Ongoing Education We engage in public discourse on an ongoing basis and regularly host roundtable webinars to educate the public about the cryptocurrency market. Stock Sale On June 7, 2017, the Company entered into (i) a Share Purchase Agreement (the “Restricted Share Purchase Agreement”) with Crypto, and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company; and (ii) a Share Purchase Agreement (the “Free Trading Share Purchase Agreement”, and together with the Restricted Share Purchase Agreement, the “Share Purchase Agreements”) with Crypto, Uptick Capital, LLC (“Uptick Capital”) and John B. Thomas P.C., in its sole capacity as representative for certain shareholders of the Company. Pursuant to the Share Purchase Agreements, the shareholders of the Company sold an aggregate of 11,235,000 shares of common stock of the Company to Crypto and 100,000 shares of common stock of the Company to Uptick Capital, representing an aggregate of 100% of the issued and outstanding common stock of the Company as of such date, for aggregate proceeds of $411,650, including escrow and other transaction related fees to the selling shareholders (the “Stock Sale”). A portion of the acquisition cost equal to $399,300 is expensed as a general and administrative expense in the accompanying consolidated statement of operations. 10,000,000 shares held by Deborah Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of the Company, representing approximately 88.22% of the outstanding common stock of the Company immediately prior to the Stock Sale, were sold at a price of $0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of the Company were sold at a price of $0.075 per share. In connection with the Stock Sale, effective as of June 7, 2017, (i) Deborah Thomas resigned as Chief Executive Officer, principal accounting officer and director of the Company and Elliott Polatoff resigned as Secretary and director of the Company; and (ii) Michael Poutre was appointed Chief Executive Officer and sole director of the Company, James Gilbert was appointed President of the Company and Ron Levy was appointed Chief Operating Officer of the Company. Stock Dividend On June 7, 2017, Crypto issued to its shareholders a stock dividend (the “Stock Dividend”) of 10,918,007 shares of common stock of the Company acquired through the Stock Sale, distributed on a pro-rata basis, such that the shareholders of Crypto received fifteen shares of common stock of the Company for each share of common stock of Crypto held as of June 6, 2017. Immediately following the consummation of the Stock Sale and the distribution of the Stock Dividend, Crypto held 316,993 shares, representing 4.26% of the issued and outstanding shares of common stock of the Company, and the shareholders of Crypto, collectively, held 10,918,007 shares, representing 94.40% of the issued and outstanding shares of common stock of the Company. Of the 316,993 shares held by Crypto, 129,238 shares were transferred to certain officers and consultants of Crypto in exchange for their services related to the Transaction, and the remaining shares were retired in June 2017. Share Exchange On June 7, 2017, the Company, entered into a Share Exchange Agreement (the “Exchange Agreement”) with Michael Poutre, in his sole capacity as representative for the shareholders of Crypto, pursuant to which each issued and outstanding share of common stock of Crypto was exchanged for shares of common stock of the Company (the “Share Exchange”), resulting in the aggregate issuance of 7,026,614 shares of common stock of the Company, on a pro-rata basis, as provided on the Exchange Agreement, to the shareholders of Crypto, in exchange for 727,867 shares of common stock of Crypto. Immediately following the Stock Exchange, the Company had 18,361,614 shares of common stock issued and outstanding. The Stock Sale, the Stock Dividend and the Share Exchange are collectively referred to as the “Transaction”. Interim Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated financial statements have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 8-K/A for the period from inception, March 9, 2017 through June 7, 2017, which is expected to be filed with the Securities and Exchange Commission on or around August 23, 2017. The results of operations for the three months, and for the period from inception, March 9, 2017 through June 30, 2017 are not necessarily indicative of the results for the year ending December 31, 2017 or any future interim period. Liquidity The Company had limited revenues during the three months ended June 30, 2017 or since inception of March 9, 2017 limited to realized gains on investments in cryptocurrency. The Company has raised an aggregate of $2,756,036 in cash from common stock issuances from inception on March 9, 2017 through June 30, 2017, and had $1,389,531 in cash as of June 30, 2017 and working capital of $1,894,455. However, the Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by early-stage companies. These risks include, but are not limited to, the uncertainties of availability of financing and achieving future profitability. Management anticipates that the Company will be dependent, for the near future, on investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise funds through the capital markets. There can be no assurance that such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Financial Statement Presentation The condensed consolidated financial statements include the accounts of Croe and its wholly-owned subsidiary, Crypto. All significant intercompany accounts and transactions have been eliminated in consolidation. Basis of Accounting The Company prepares its financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. The Stock Sale, the Stock Dividend, and the Share Exchange, shall collectively be referred to as the “Transaction”. The Transaction was treated as a reverse acquisition of Croe, Inc., a public company for financial accounting and reporting purposes. Accordingly, only the historical operations of Crypto, prior to the Transaction, are incorporated herein. The comparative financial statements for the period ended June 30, 2016 have been omitted as the Company had no operations during the period. Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability of investments, valuation allowances of deferred taxes, and stock-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results. Cash and cash equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Property and equipment Property and equipment are recorded at cost and depreciated using the straight line method over the estimated useful life. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income. Stock Based Compensation The Company accounts for its stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, the compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity investments. Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments. Net loss per common share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS on the face of the statements of operations. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options or warrants. For the period from inception to June 30, 2017, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same. Revenue Recognition “The Company records the realized gain or loss on the investments on a trade date basis. The changes in unrealized appreciation or depreciation on the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects active and frequent buying and selling, and is generally used with the objective of generating profits on short-term difference in price. Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. The Income tax payable of $800 reflects the minimum franchise tax for the State of California. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Impairment of long lived assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value, less estimated selling expenses. As of June 30, 2017, the Company recognized no impairment losses on its long-lived assets. Marketing expense Marketing expenses are charged to operations, under general and administrative expenses. For the three months ended on June 30, 2017 and for the period from inception through June 30, 2017, the Company incurred $13,500 in marketing expenses.

Recently Issued and Not Yet Ado

Recently Issued and Not Yet Adopted Accounting Standards	6 Months Ended
	Jun. 30, 2017
Accounting Changes and Error Corrections [Abstract]
Recently Issued and Not Yet Adopted Accounting Standards	3. Recently Issued and Not Yet Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard becomes effective for us on January 1, 2019. Early adoption is permitted. The amendments in this update should be applied under a modified retrospective approach. We are evaluating the effect that ASU No. 2016-02 will have on our consolidated financial statements and related disclosures. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. Essentially, an entity will not have to account for the effects of a modification if: (1) The fair value of the modified award is the same immediately before and after the modification; (2) the vesting conditions of the modified award are the same immediately before and after the modification; and (3) the classification of the modified award as either an equity instrument or liability instrument is the same immediately before and after the modification. The new standard becomes effective for us on January 1, 2018. We do not expect that ASU No. 2017-09 will have a material impact on our financial statements and related disclosures.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements The investment in cryptocurrency is classified as a Level 2 asset. The following table summarizes the Company’s investments at fair value: June 30, 2017 Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 571,711 $ - Total $ - $ 571,711 $ -

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	5. Property and Equipment Property and equipment as of June 30, 2017 consisted of the following: Computer equipment $ 20,185 Less accumulated depreciation (541 ) $ 19,644

Other Assets

Other Assets	6 Months Ended
	Jun. 30, 2017
Other Assets [Abstract]
Other Assets	6. Other Assets Pursuant to a Note Purchase Agreement dated as of March 27, 2017 by and between the Company and Rimrock Gold Corp, (“Rimrock”), the Company agreed to fund up to $300,000 to settle outstanding convertible debt of and accounts payable by and on behalf of Rimrock, for the ultimate acquisition of Rimrock, a currently inactive public company located in Las Vegas, Nevada. The Company expects to consummate the acquisition in the fourth quarter of 2017. For the period from inception to June 30, 2017, the Company advanced $107,000 on behalf of Rimrock to settle the aforementioned liabilities.

Common Stock

Common Stock	6 Months Ended
	Jun. 30, 2017
Equity [Abstract]
Common Stock	7. Common Stock For the period from inception through June 6, 2017, Crypto issued 477,867 shares of common stock of Crypto for aggregate proceeds of $2,661,036, net of financing costs, of capital, to fund its operations. On March 9, 2017, Crypto issued (i) 125,000 shares of its common stock in exchange for consulting services, valued at $200,000, and (ii) 125,000 shares of its common stock for investments in cryptocurrency, valued at $100,000. The shares were issued in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder inasmuch as the securities were offered and sold solely to accredited investors and Crypto did not engage in any form of general solicitation or general advertising in making the offering. On June 7, 2017, Crypto’s shareholders received an aggregate of (i) 10,918,007 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto, and (ii) 7,026,614 shares of common stock of Croe in exchange for all of the outstanding shares of common stock of Crypto (noted above) in connection with the Share Exchange. As part of the Transaction, Crypto retained 316,993 shares of common stock of its parent company, Croe. On June 13, 2017, the Company issued to four accredited investors an aggregate of 47,500 shares of common stock of the Company at a purchase price of $2.00 per share for aggregate proceeds of $95,000. On June 14, 2017, Crypto transferred an aggregate of 129,238 shares of common stock of its parent company Croe, held by Crypto, to certain officers and consultants of Crypto in exchange for their services in connection with the Transaction. Accordingly, the Company recorded an expense of $166,717 based on the fair value of the shares on the measurement date. As of June 30, 2017, Crypto retained 187,755 shares of common stock of its parent company Croe, at a historical cost of $8,473, which has been eliminated in consolidation.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	8. Commitments and Contingencies Operating lease On May 15, 2017, the Company entered into a lease agreement with Gregory Hannley or Soba Living, LLC for the rental of office space. The agreement, which has a term of three months and a month to month afterward, provides for monthly rent of $6,000, commencing on May 15, 2017. Effective June 7, 2017, the Company terminated the sublease agreement between Croe, Inc. and Acadia Properties for the sublease of office space in Draper, Utah. Legal From time to time, the Company may become subject to legal proceedings, claims, and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows, or financial condition should such litigation be resolved unfavorably. Indemnities and guarantees During the normal course of business, the Company has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include certain agreements with the Company’s officers and directors, under which the Company may be required to indemnify such persons for liabilities arising out of their respective relationships. In connection with its facility lease, the Company has indemnified the lessor for certain claims arising from the use of the facility. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. The majority of these indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying balance sheet.

Basic and Diluted Income Per Sh

Basic and Diluted Income Per Share	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Basic and Diluted Income Per Share	9. Basic and Diluted Income Per Share The following is a reconciliation of the numerator and denominator of the basic and diluted income per share computations for the three months ended June 30, 2017 and for period from inception to June 30, 2017: For the three months For the period from inception to June 30, 2017 June 30, 2017 Numerator for basic and diluted income per share: Net income (loss) $ (919,754 ) $ (1,201,654 ) Denominator for basic and diluted income per share: Weighted average shares (basic) 13,197,033 12,746,973 Common stock equivalents - - Weighted average shares (diluted) 13,197,033 12,746,973 Basic and diluted income (loss) per share: Basic $ (0.07 ) $ (0.09 ) Diluted $ (0.07 ) $ (0.09 )

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2017
Related Party Transactions [Abstract]
Related Party Transactions	10. Related Party Transactions On March 9, 2017, Crypto issued 125,000 shares of common stock of Crypto to an employee of the Crypto, in exchange for an initial investment made in the form of cryptocurrency, valued at $100,000, based on the fair value of the investment on the date of such investment. On June 7, 2017, the employee received (i) 1,875,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto, and (ii) 1,125,000 shares of common stock of Croe in exchange for all of the employee’s shares of Crypto in connection with the Share Exchange. On March 9, 2017, Crypto issued 300,000 shares of common stock of Crypto to James Gilbert, the President of the Company, in exchange for $200,000. On June 7, 2017, Mr. Gilbert received (i) 4,500,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crypto, and (ii) 2,700,000 shares of common stock of Croe in exchange for all of his shares of Crypto in connection with the Share Exchange. On March 9, 2017, Crypto issued (i) 125,000 shares of common stock of Crypto to Redwood Fund LP (“Redwood”) in exchange for $200,000; and (ii) 125,000 shares of common stock of Crypto to Imperial Strategies, LLC (“Imperial Strategies”) in exchange for certain services rendered, valued at $200,000, as of the date of such issuance. Michael Poutre, the Chief Executive Officer of the Company, and Ron Levy, the Chief Operating Officer of the Company, are limited partners of Redwood, and, as a result, had an indirect material interest in the shares owned by Redwood. Mr. Poutre is the sole member of MP2 Ventures, LLC, a member of Imperial Strategies, and, as a result, had an indirect material interest in the shares owned by Imperial Strategies. On June 7, 2017, each of Redwood and Imperial Strategies received (i) 1,875,000 shares of common stock of Croe in connection with the Stock Dividend issued by Crpto, and (ii) 1,125,000 shares of common stock of Croe in exchange for all of their shares of Crypto in connection with the Share Exchange. As of June 30, 2017, the Company pre-paid consulting fees of $120,000, reflected in prepaid expenses as of June 30, 2017, to MP2 Ventures, LLC, of which Michael Poutre, the Chief Executive Officer of the Company, is the sole member, for his services rendered as Chief Executive Officer.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	11. Subsequent Events On July 21, 2017, the board of directors of the Company, subject to the approval of the Company’s stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation of 5,000,000 shares of common stock for issuance pursuant to awards granted thereunder. On July 21, 2017, the board of directors of the Company granted to its employee an option to purchase 150,000 shares of common stock of the Company at a purchase price of $2.00 per share, subject to certain vesting provisions. There were no other events subsequent to June 30, 2017 through the date of this filing, other than those described in these financial statements and in the Current Reports on Form 8-K filed by the Company with the Securities and Exchange Commission from time to time, that would require disclosure in these financial statements.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2017
Accounting Policies [Abstract]
Financial Statement Presentation	Financial Statement Presentation The condensed consolidated financial statements include the accounts of Croe and its wholly-owned subsidiary, Crypto. All significant intercompany accounts and transactions have been eliminated in consolidation.
Basis of Accounting	Basis of Accounting The Company prepares its financial statements based upon the accrual method of accounting, recognizing income when earned and expenses when incurred. The Stock Sale, the Stock Dividend, and the Share Exchange, shall collectively be referred to as the “Transaction”. The Transaction was treated as a reverse acquisition of Croe, Inc., a public company for financial accounting and reporting purposes. Accordingly, only the historical operations of Crypto, prior to the Transaction, are incorporated herein. The comparative financial statements for the period ended June 30, 2016 have been omitted as the Company had no operations during the period.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant estimates and assumptions include but are not limited to the recoverability and useful lives of long-lived assets, valuation and recoverability of investments, valuation allowances of deferred taxes, and stock-based compensation expenses. Actual results may differ from these estimates. In addition, any change in these estimates or their related assumptions could have an adverse effect on our operating results.
Cash and Cash Equivalents	Cash and cash equivalents Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months. The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits.
Property and Equipment	Property and equipment Property and equipment are recorded at cost and depreciated using the straight line method over the estimated useful life. Normal repairs and maintenance are expensed as incurred. Expenditures that materially adapt, improve, or alter the nature of the underlying assets are capitalized. When property and equipment are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and the resulting gain or loss is credited or charged to income.
Stock Based Compensation	Stock Based Compensation The Company accounts for its stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, the compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity investments.
Fair Value Measurements	Fair Value Measurements The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value. Level 1 Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurable date. Level 2 Inputs, other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with market data at the measurement date. Level 3 Unobservable inputs that reflect management’s best estimate of what participants would use in pricing the asset or liability at the measurement date. The carrying amounts of the Company’s financial assets and liabilities, including cash, accounts payable, and accrued liabilities approximate fair value because of the short maturity of these instruments.
Net Loss per Common Share	Net loss per common share The Company reports earnings per share (“EPS”) with a dual presentation of basic EPS and diluted EPS on the face of the statements of operations. Basic EPS is computed as net income divided by the weighted average of common shares for the period. Diluted EPS reflects the potential dilution that could occur from common shares issued through stock options or warrants. For the period from inception to June 30, 2017, the Company had no potentially dilutive common stock equivalents. Therefore, the basic EPS and the diluted EPS are the same.
Revenue Recognition	Revenue Recognition “The Company records the realized gain or loss on the investments on a trade date basis. The changes in unrealized appreciation or depreciation on the investments are measured to market on the last day of every month at 11:59 p.m., Pacific Time, based on publicly available cryptocurrency exchanges. The Company classifies investment in cryptocurrency as trading investments. Trading generally reflects active and frequent buying and selling, and is generally used with the objective of generating profits on short-term difference in price.
Income Taxes	Income Taxes Deferred tax assets and liabilities are recognized for expected future consequences of events that have been included in the financial statements or tax returns. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities. The Income tax payable of $800 reflects the minimum franchise tax for the State of California. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.
Impairment of Long Lived Assets	Impairment of long lived assets The Company analyzes its long-lived assets for potential impairment. Impairment losses are recorded on long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the net carrying amount of the assets. In such cases, the carrying values of assets to be held and used are adjusted to their estimated fair value, less estimated selling expenses. As of June 30, 2017, the Company recognized no impairment losses on its long-lived assets.
Marketing expense	Marketing expense Marketing expenses are charged to operations, under general and administrative expenses. For the three months ended on June 30, 2017 and for the period from inception through June 30, 2017, the Company incurred $13,500 in marketing expenses.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2017
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurements of Investments	The investment in cryptocurrency is classified as a Level 2 asset. The following table summarizes the Company’s investments at fair value: June 30, 2017 Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 571,711 $ - Total $ - $ 571,711 $ -

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment as of June 30, 2017 consisted of the following: Computer equipment $ 20,185 Less accumulated depreciation (541 ) $ 19,644

Basic and Diluted Income Per 21

Basic and Diluted Income Per Share (Tables)	6 Months Ended
	Jun. 30, 2017
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Income Per Share	The following is a reconciliation of the numerator and denominator of the basic and diluted income per share computations for the three months ended June 30, 2017 and for period from inception to June 30, 2017: For the three months For the period from inception to June 30, 2017 June 30, 2017 Numerator for basic and diluted income per share: Net income (loss) $ (919,754 ) $ (1,201,654 ) Denominator for basic and diluted income per share: Weighted average shares (basic) 13,197,033 12,746,973 Common stock equivalents - - Weighted average shares (diluted) 13,197,033 12,746,973 Basic and diluted income (loss) per share: Basic $ (0.07 ) $ (0.09 ) Diluted $ (0.07 ) $ (0.09 )

The Company and Basis of Pres22

The Company and Basis of Presentation (Details Narrative) - USD ($)	Jun. 07, 2017	Jun. 07, 2017	Jun. 30, 2017	Jun. 30, 2017	Jun. 14, 2017
Proceeds form shares issued			$ 2,756,036
Acquisition cost of general and administrative	$ 399,300
Common stock shares, outstanding	1,335,000	1,335,000	18,409,114	18,409,114
Common stock sale price	$ 0.075	$ 0.075
Stock dividend issued number of common stock	10,918,007
Common stock shares, issued			18,409,114	18,409,114
Cash balance			$ 1,389,531	$ 1,389,531
Working capital			$ 1,894,455	$ 1,894,455
Shareholders of Crypto [Member]
Common stock shares, outstanding	10,918,007	10,918,007
Common stock ownership percentage	94.40%	94.40%
Deborah Thomas [Member]
Common stock shares, outstanding	10,000,000	10,000,000
Common stock ownership percentage	88.22%	88.22%
Common stock sale price	$ 0.031	$ 0.031
Officers and Consultants [Member]
Common stock in exchange for consulting services, shares				129,238
Stock Sale [Member]
Aggregate percentage of issued and outstanding common stock	100.00%	100.00%
Proceeds form shares issued
Exchange Agreement [Member]
Common stock shares, outstanding			18,361,614	18,361,614
Common stock shares, issued			18,044,621	18,044,621
Exchange Agreement [Member] | Shareholders of Crypto [Member]
Number of shares exchanged in transaction	727,867
Crypto [Member]
Shares of common stock sold	11,235,000	477,867
Proceeds form shares issued		$ 2,661,036
Common stock shares, outstanding	316,993	316,993
Common stock ownership percentage	4.26%	4.26%
Stock dividend issued number of common stock	10,918,007
Number of shares exchanged in transaction		316,993		316,993
Common stock in exchange for consulting services, shares		125,000
Common stock shares, issued			187,755	187,755	129,238
Crypto [Member] | Exchange Agreement [Member]
Number of shares exchanged in transaction	7,026,614
Uptick Capital, LLC [Member]
Shares of common stock sold	100,000

Summary of Significant Accoun23

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended	4 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Jun. 30, 2017
Accounting Policies [Abstract]
Income tax payable			$ 800
Marketing expenses	$ 13,500	$ 13,500

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Measurements of Investments (Details)	Jun. 30, 2017USD ($)
Level 1 [Member]
Investment in cryptocurrency
Total
Level 2 [Member]
Investment in cryptocurrency	571,711
Total	571,711
Level 3 [Member]
Investment in cryptocurrency
Total

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details)	Jun. 30, 2017USD ($)
Property And Equipment - Schedule Of Property And Equipment Details
Computer equipment	$ 20,185
Less accumulated depreciation	(541)
Property plant and equipment, net	$ 19,644

Other Assets (Details Narrative

Other Assets (Details Narrative) - USD ($)	4 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Rimrock Gold Corp [Member]
Maximum amount funded to settle outstanding liabilities	$ 107,000	$ 300,000

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	Jun. 14, 2017	Jun. 13, 2017	Jun. 07, 2017	Jun. 07, 2017	Jun. 30, 2017	Jun. 30, 2017
Proceeds form shares issued					$ 2,756,036
Stock dividend issued number of common stock			10,918,007
Common stock sale price			$ 0.075	$ 0.075
Common stock shares					18,409,114	18,409,114
Four Accredited Investors [Member]
Shares of common stock sold		47,500
Proceeds form shares issued		$ 95,000
Common stock sale price		$ 2
Exchange Agreement [Member]
Common stock shares					18,044,621	18,044,621
Crypto [Member]
Shares of common stock sold			11,235,000	477,867
Proceeds form shares issued				$ 2,661,036
Common stock in exchange for consulting services, shares				125,000
Common stock in exchange for consulting services, value				$ 200,000
Number of common stock issued for investment, shares				125,000
Number of common stock issued for investment, value				$ 100,000
Stock dividend issued number of common stock			10,918,007
Number of shares exchanged in transaction				316,993		316,993
Common stock shares	129,238				187,755	187,755
Fair value of the shares based compensation expense	$ 166,717
Common stock value					$ 8,473	$ 8,473
Crypto [Member] | Exchange Agreement [Member]
Number of shares exchanged in transaction			7,026,614

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	6 Months Ended
	Jun. 30, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
Rent expense	$ 6,000

Basic and Diluted Income Per 29

Basic and Diluted Income Per Share - Schedule of Basic and Diluted Income Per Share (Details) - USD ($)	3 Months Ended	4 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Earnings Per Share [Abstract]
Net income (loss)	$ (919,754)	$ (1,201,654)
Weighted average shares (basic)	13,197,033	12,746,973
Common stock equivalents
Weighted average shares (diluted)	13,197,033	12,746,973
Income (loss) per share, Basic	$ (0.07)	$ (0.09)
Income (loss) per share, Diluted	$ (0.04)	$ (0.09)

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Jun. 07, 2017	Mar. 08, 2017	Jun. 30, 2017
Related Party Transaction [Line Items]
Stock dividend issued number of common stock	10,918,007
James Gilbert [Member]
Related Party Transaction [Line Items]
Shares issued for service		300,000
Shares issued for service, value		$ 200,000
Stock dividend issued number of common stock	4,500,000
Number of shares exchanged in transaction	2,700,000
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Pre-paid consulting fees			$ 120,000
Redwood Fund LP [Member]
Related Party Transaction [Line Items]
Shares issued for service		125,000
Shares issued for service, value		$ 200,000
Stock dividend issued number of common stock	1,875,000
Number of shares exchanged in transaction	1,125,000
Imperial Strategies, LLC [Member]
Related Party Transaction [Line Items]
Shares issued for service		125,000
Shares issued for service, value		$ 200,000
Stock dividend issued number of common stock	1,875,000
Number of shares exchanged in transaction	1,125,000
Employee [Member]
Related Party Transaction [Line Items]
Shares issued for service		125,000
Shares issued for service, value		$ 100,000
Stock dividend issued number of common stock	1,875,000
Number of shares exchanged in transaction	1,125,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - $ / shares	Jul. 21, 2017	Jun. 07, 2017
Options price per share		$ 0.075
Subsequent Event [Member] | Equity Incentive Plan [Member]
Shares reserved under the plan	5,000,000
Number of option granted	150,000
Options price per share	$ 2