Document and Entity Information
Document and Entity Information | 3 Months Ended |
Jun. 07, 2017 | |
Document And Entity Information | |
Entity Registrant Name | CROE, INC. |
Entity Central Index Key | 1,688,126 |
Document Type | 8-K |
Document Period End Date | Jun. 7, 2017 |
Amendment Flag | false |
Entity Filer Category | Smaller Reporting Company |
Document Fiscal Year Focus | 2,017 |
Balance Sheet
Balance Sheet | Jun. 07, 2017USD ($) |
STOCKHOLDERS' EQUITY | |
TOTAL STOCKHOLDERS' EQUITY | $ 2,579,705 |
The Crypto Company, Inc. [Member] | |
CURRENT ASSETS | |
Cash and cash equivalents | 1,663,415 |
Investment in cryptocurrency, at fair value (cost $182,640) | 544,374 |
Advance receivable | 7,500 |
Prepaid expenses | 470,049 |
TOTAL CURRENT ASSETS | 2,685,338 |
EQUIPMENT, net | 12,056 |
OTHER ASSETS | 107,000 |
TOTAL ASSETS | 2,804,394 |
CURRENT LIABILITIES | |
Accounts payable | 144,575 |
Accrued expense | 79,314 |
Income tax payable | 800 |
TOTAL CURRENT LIABILITIES | 224,689 |
COMMITMENTS | |
STOCKHOLDERS' EQUITY | |
Common stock, no par value; 1,000,000 shares authorized, 727,867 shares issued and outstanding | 3,345,886 |
Accumulated deficit | (766,181) |
TOTAL STOCKHOLDERS' EQUITY | 2,579,705 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,804,394 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) - The Crypto Company, Inc. [Member] | Jun. 07, 2017USD ($)$ / sharesshares |
Investment fair value | $ | $ 182,640 |
Common stock, par value | $ / shares | |
Common stock, shares authorized | 1,000,000 |
Common Stock, shares issued | 727,867 |
Common Stock, shares outstanding | 727,867 |
Statement of Operations
Statement of Operations | 3 Months Ended |
Jun. 07, 2017USD ($)$ / sharesshares | |
NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENT IN CRYPTOCURRENCY | |
NET LOSS | $ (766,181) |
The Crypto Company, Inc. [Member] | |
NET REALIZED GAIN ON INVESTMENT IN CRYPTOCURRENCY | |
Net realized gain from investment in cryptocurrency | 82,640 |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES | |
Share based compensation | 580,000 |
Professional services | 548,551 |
General and administrative expenses | 60,804 |
Wages and taxes | 20,147 |
Depreciation | 253 |
Total Selling, General and Administrative Expenses | 1,209,755 |
OPERATING LOSS | (1,127,115) |
NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENT IN CRYPTOCURRENCY | |
Net change in unrealized appreciation on investment in cryptocurrency | 361,734 |
LOSS BEFORE PROVISION FOR INCOME TAXES | (765,381) |
PROVISION FOR INCOME TAXES | 800 |
NET LOSS | $ (766,181) |
Net loss per common share - basic and diluted | $ / shares | $ (1.80) |
Weighyed average common shares outstanding - basic and diluted | shares | 425,292 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - 3 months ended Jun. 07, 2017 - USD ($) | Common Stock [Member] | Accumulated Deficit [Member] | Total |
Balance at Mar. 09, 2017 | |||
Balance, shares at Mar. 09, 2017 | |||
Common stock issued for cash at prices ranging from $0.67 to $42.86 per share | $ 2,665,886 | 2,665,886 | |
Common stock issued for cash at prices ranging from $0.67 to $42.86 per share, shares | 477,867 | ||
Common stock issued, in exchange for service rendered at $0.80 per share | $ 200,000 | 200,000 | |
Common stock issued, in exchange for service rendered at $0.80 per share, shares | 125,000 | ||
Common stock issued, in exchange for investment in the cryptocurrency by an employee at $1.60 per share | $ 100,000 | 100,000 | |
Common stock issued, in exchange for investment in the cryptocurrency by an employee at $1.60 per share, shares | 125,000 | ||
Stock based compensation from beneficial prices for stock issued at or near inception to founders and employees | $ 380,000 | 380,000 | |
Net loss | (766,181) | (766,181) | |
Balance at Jun. 07, 2017 | $ 3,345,886 | $ (766,181) | $ 2,579,705 |
Balance, shares at Jun. 07, 2017 | 727,867 |
Statement of Changes in Stockh6
Statement of Changes in Stockholders' Equity (Parenthetical) - The Crypto Company, Inc. [Member] | Jun. 07, 2017$ / shares |
Common stock issued price per share | $ 0.80 |
Employee [Member] | |
Common stock issued price per share | 0.80 |
Minimum [Member] | |
Common stock issued price per share | 0.67 |
Maximum [Member] | |
Common stock issued price per share | $ 42.86 |
Statement of Cash Flows
Statement of Cash Flows | 3 Months Ended |
Jun. 07, 2017USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (766,181) |
The Crypto Company, Inc. [Member] | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | (766,181) |
Adjustments to reconcile net loss to net cash used by operating activities: | |
Realized gain on investment in cryptocurrency | (82,640) |
Net change in unrealized appreciation on investment in cryptocurrency | (361,734) |
Depreciation | 253 |
Stock based compensation | 580,000 |
Changes in operating assets and liabilities: | |
Advance receivable | (7,500) |
Prepaid expenses | (470,049) |
Accounts payable, accrued expenses, and income tax liability | 224,689 |
Net cash flows used by operating activities | (883,162) |
CASH FLOWS FROM INVESTING ACTIVITIES | |
Investment in other asset | (107,000) |
Purchases of equipment | (12,309) |
Net cash flows used by investing activities | (119,309) |
CASH FLOWS FROM FINANCING ACTIVITIES | |
Proceeds from common stock issuance | 2,665,886 |
Net cash provided by financing activities | 2,665,886 |
Net change in cash and cash equivalents | 1,663,415 |
Cash and cash equivalents, beginning of period | |
Cash and cash equivalents, end of period | 1,663,415 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |
Cash paid for income taxes | |
Non-cash activities: | |
Shares of common stock issued in exchange of investment in cryptocurrency | 100,000 |
Reinvestments in cryptocurrency | $ 82,640 |
The Company
The Company | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
The Company | NOTE 1 – THE COMPANY The Crypto Company (the “Company) was incorporated in the State of Nevada on March 9, 2017 (date of inception), and 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. The Company’s core services include consulting and advising 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 The Company is 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 The Company offers 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 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Transaction ● Stock Sale In the Stock Sale, the Company purchased 10,000,000 shares held by Deborah Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of Croe, representing approximately 88.22% of the outstanding common stock of Croe immediately prior to the Stock Sale, at a price of $0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of Croe at a price of $0.075 per share. Also 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 Croe and Elliott Polatoff resigned as Secretary and director of Croe; and (ii) Michael Poutre was appointed Chief Executive Officer and sole director, James Gilbert was appointed President and Ron Levy was appointed Chief Operating Officer. ● Stock Dividend As of June 7, 2017, immediately following the consummation of the Stock Sale and the distribution of the Stock Dividend, the Company held 316,993 shares, representing 4.26% of the issued and outstanding shares of common stock of Croe, and the shareholders of the Company, collectively, held 10,918,007 shares, representing 94.40% of the issued and outstanding shares of common stock of Croe. ● Share Exchange On June 7, 2017 (the “Transaction Date”), as a result of the Stock Sale, the Stock Dividend and the Share Exchange (collectively the “Transaction”), (i) the Company became a wholly owned subsidiary of Croe; (ii) all of the former shareholders of the Company became shareholders of Croe, on a pro-rata basis. The Transaction was treated as a reverse acquisition of Croe, and the Company is treated as the acquirer, for financial accounting and reporting purposes, while Croe is treated as the acquired entity. As of the Transaction Date, Croe had no liabilities or obligations. Immediately following the Stock Exchange, 18,361,614 shares of common stock of Croe were issued and outstanding. Liquidity Use of Estimates - Cash and cash equivalents The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management of the Company (“Management”) believes that the risk of loss due to the concentration is minimal. Equipment Revenue Recognition Fair value measurements 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. Stock based compensation Net loss per common share Investments Income taxes - 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 - Marketing expense - |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Fair Value Measurements | NOTE 3 - 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 as of June 7, 2017: Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 544,374 $ - |
Equipment
Equipment | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Equipment | NOTE 4 - EQUIPMENT Equipment as of June 7, 2017 consisted of: Computer equipment $ 12,309 Less accumulated depreciation (253 ) $ 12,056 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Prepaid Expenses and Other Assets | NOTE 5 – PREPAID EXPENSES AND OTHER ASSETS As of March 27, 2017, the Company agreed to fund up to $300,000 to settle outstanding convertible debt of and accounts payable by and on behalf of Rimrock Gold Corp. (“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 7, 2017, the Company advanced $107,000 on behalf of Rimrock to settle the aforementioned liabilities. The advances are included in other assets in the accompanying balance sheet as of June 7, 2017. On June 7, 2017 the Company entered into a reverse acquisition Transaction (described in Note 1) which included the purchase of 11,235,000 shares of common stock of Croe for an aggregate total of $404,150, including escrow and other transactions related fees, in connection with the Stock Sale (described in Note 1). As a result of the Transaction, (i) the Company became a wholly owned subsidiary of Croe; and (ii) all of the former shareholders of the Company became shareholders of Croe, on a pro-rata basis. The acquisition expense of $404,150 is reflected in prepaid expenses on the accompanying balance sheet as these financial statements are presented immediately before the Transaction as described in Note 2. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Shareholders' Equity | NOTE 6 - SHAREHOLDERS’ EQUITY Common stock For the period from inception through June 7, 2017, the Company issued 477,867 shares of common stock of the Company for aggregate proceeds of $2,665,886, to fund its operations. In addition, stock based compensation of $380,000 was recorded based upon 300,000 shares issued to founders at beneficial prices at or near inception. |
Related Party Transaction
Related Party Transaction | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Related Party Transaction | NOTE 7 - RELATED PARTY TRANSACTION On March 9, 2017, the Company issued 125,000 shares of common stock of the Company to an employee of the Company, 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. In addition, based on the fair value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $100,000 of share based compensation expense related to the transaction. On March 9, 2017, the Company issued 300,000 shares of common stock of the Company to the President of the Company, in exchange for $200,000. In addition, based on the fair value of the shares of common stock of the Company at the time of issuance, the Company recorded an additional $280,000 of share based compensation expense related to the transaction. On March 9, 2017, the Company issued (i) 125,000 shares of common stock of the Company to Redwood Fund LP (“Redwood”) in exchange for cash of $200,000; and (ii) 125,000 shares of common stock of the Company 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. |
Basic and Diluted Loss Per Shar
Basic and Diluted Loss Per Share | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Basic and Diluted Loss Per Share | NOTE 8 - BASIC AND DILUTED LOSS PER SHARE The following is a reconciliation of the numerator and denominator of the basic and diluted loss per share computations as of June 7, 2017: Numerator for basic and diluted loss per share: Net loss $ (766,181 ) Denominator for basic and diluted loss per share: Weighted average shares (basic) 425,292 Common stock equivalents - Weighted average shares (diluted) 425,292 Basic and diluted loss per share: Basic $ (1.80 ) Diluted $ (1.80 ) |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Provision for Income Taxes | NOTE 9 - PROVISION FOR INCOME TAXES Income taxes Current: Federal $ — State 800 Total current $ 800 Deferred: Federal $ — State — Total deferred — Provision for income taxes $ 800 As of June 7, 2017, the significant components of the Company’s net deferred tax assets were as follows: Net operating loss carryforwards $ 321,600 Unrealized gains on investments in cryptocurrency (156,000 ) 165,600 Valuation allowance (165,600 ) $ - During the period from March 9, 2017 (date of inception) to June 7, 2017, the valuation allowance increased by $165,600. As of June 7, 2017, the Company had net operating losses for Federal and State of California reporting purposes of approximately $750,000, which expire in 2037. The Federal and State of California tax codes provide for restrictive limitations on the annual utilization of net operating losses to offset taxable income when the stock ownership of a company significantly changes, as defined. Utilization of these amounts could be further limited if additional ownership changes occur in the future. The following is a reconciliation of the amount of income tax expense that would result from applying the statutory federal tax rates to pre-tax loss and the reported amount of income tax expense from the period March 9, 2017 (date of inception) to June 7, 2017. Tax benefit at federal statutory rate $ (260,230 ) Unrealized gains on investments in crypto currency 156,000 State income tax benefit (60,570 ) Increase in valuation allowance 165,600 Income tax expense $ 800 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Commitments and Contingencies | NOTE 10 - COMMITMENTS AND CONTINGENCIES Operating leases Effective June 7, 2017, upon the close of the Transaction, the Company terminated the sublease agreement between Croe, Inc. and Acadia Properties for the sublease of office space in Draper, Utah. Legal Indemnities and guarantees 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. |
Susequent Events
Susequent Events | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Susequent Events | NOTE 11 – SUBSEQUENT EVENTS Subsequent events have been evaluated by the Company through August 25, 2017, which is the date these financial statements were issued. On June 13, 2017, Croe issued to four accredited investors an aggregate of 47,500 shares of common stock of Croe at a purchase price of $2.00 per share for aggregate proceeds of $95,000. 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 the Company did not engage in any form of general solicitation or general advertising in making the offering. On June 14, 2017, the Company transferred an aggregate of 129,238 shares of common stock of its parent company Croe, held in treasury by the Company, to certain officers and consultants of the Company in exchange for their services in connection with the Transaction, valued at $258,476 based on the fair value of the shares on the measurement date. On July 21, 2017, the board of directors of Croe, subject to the approval of Croe 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 Croe granted to an employee an option to purchase 150,000 shares of common stock of Croe at a purchase price of $2.00 per share, subject to certain vesting provisions. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017 | |
Basis of Presentation | Basis of presentation |
Transaction | Transaction ● Stock Sale In the Stock Sale, the Company purchased 10,000,000 shares held by Deborah Thomas, the former Chief Executive Officer, principal accounting and financial officer and director of Croe, representing approximately 88.22% of the outstanding common stock of Croe immediately prior to the Stock Sale, at a price of $0.031 per share, and an aggregate of 1,335,000 shares held by the remaining shareholders of Croe at a price of $0.075 per share. Also 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 Croe and Elliott Polatoff resigned as Secretary and director of Croe; and (ii) Michael Poutre was appointed Chief Executive Officer and sole director, James Gilbert was appointed President and Ron Levy was appointed Chief Operating Officer. ● Stock Dividend As of June 7, 2017, immediately following the consummation of the Stock Sale and the distribution of the Stock Dividend, the Company held 316,993 shares, representing 4.26% of the issued and outstanding shares of common stock of Croe, and the shareholders of the Company, collectively, held 10,918,007 shares, representing 94.40% of the issued and outstanding shares of common stock of Croe. ● Share Exchange On June 7, 2017 (the “Transaction Date”), as a result of the Stock Sale, the Stock Dividend and the Share Exchange (collectively the “Transaction”), (i) the Company became a wholly owned subsidiary of Croe; (ii) all of the former shareholders of the Company became shareholders of Croe, on a pro-rata basis. The Transaction was treated as a reverse acquisition of Croe, and the Company is treated as the acquirer, for financial accounting and reporting purposes, while Croe is treated as the acquired entity. As of the Transaction Date, Croe had no liabilities or obligations. Immediately following the Stock Exchange, 18,361,614 shares of common stock of Croe were issued and outstanding. |
Liquidity | Liquidity |
Use of Estimates | Use of Estimates - |
Cash and Cash Equivalents | Cash and cash equivalents The Company maintains its cash and cash equivalents at financial institutions, the balances of which may, at times, exceed federally insured limits. Management of the Company (“Management”) believes that the risk of loss due to the concentration is minimal. |
Equipment | Equipment |
Revenue Recognition | Revenue Recognition |
Fair Value Measurements | Fair value measurements 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. |
Stock-based Compensation | Stock based compensation |
Net Income Per Common Share | Net loss per common share |
Investments | Investments |
Income Taxes | Income taxes - 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 - |
Marketing Expense | Marketing expense - |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Schedule of Fair Value Measurements of Investments | NOTE 3 - 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 as of June 7, 2017: Level 1 Level 2 Level 3 Investment in cryptocurrency $ - $ 544,374 $ - |
Equipment (Tables)
Equipment (Tables) | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Schedule of Equipment | Equipment as of June 7, 2017 consisted of: Computer equipment $ 12,309 Less accumulated depreciation (253 ) $ 12,056 |
Basic and Diluted Loss Per Sh22
Basic and Diluted Loss Per Share (Tables) | 3 Months Ended |
Jun. 07, 2017 | |
The Crypto Company, Inc. [Member] | |
Schedule of Basic and Diluted Income Per Share | The following is a reconciliation of the numerator and denominator of the basic and diluted loss per share computations as of June 7, 2017: Numerator for basic and diluted loss per share: Net loss $ (766,181 ) Denominator for basic and diluted loss per share: Weighted average shares (basic) 425,292 Common stock equivalents - Weighted average shares (diluted) 425,292 Basic and diluted loss per share: Basic $ (1.80 ) Diluted $ (1.80 ) |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017 | |
Schedule of Provision for Income Taxes | Income taxes Current: Federal $ — State 800 Total current $ 800 Deferred: Federal $ — State — Total deferred — Provision for income taxes $ 800 |
Schedule of Deferred Tax Assets, Net | As of June 7, 2017, the significant components of the Company’s net deferred tax assets were as follows: Net operating loss carryforwards $ 321,600 Unrealized gains on investments in cryptocurrency (156,000 ) 165,600 Valuation allowance (165,600 ) $ - |
Schedule of Income Tax Expense | The following is a reconciliation of the amount of income tax expense that would result from applying the statutory federal tax rates to pre-tax loss and the reported amount of income tax expense from the period March 9, 2017 (date of inception) to June 7, 2017. Tax benefit at federal statutory rate $ (260,230 ) Unrealized gains on investments in crypto currency 156,000 State income tax benefit (60,570 ) Increase in valuation allowance 165,600 Income tax expense $ 800 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details Narrative) - The Crypto Company, Inc. [Member] - USD ($) | Mar. 09, 2017 | Jun. 07, 2017 |
Number of common stock shares sold | 11,235,000 | |
Proceeds from sale of common stock | $ 404,150 | |
Number of common stock shares purchased | 10,000,000 | |
Ownership percentage prior to stock sale | 88.22% | |
Sale price per share | $ 0.031 | |
Number of shares held by shareholders | 1,335,000 | |
Share price | $ 0.075 | |
Common stock shares held | 316,993 | |
Common stock shares issued and outstanding, percent | 4.26% | |
Number of common stock shares issued for exchange | 7,026,614 | |
Number of common stock shares exchanged | 727,867 | |
Common stock shares issued | 727,867 | |
Common stock shares outstanding | 727,867 | |
Proceeds from common stock issuance | $ 200,000 | $ 2,665,886 |
Cash | 1,663,415 | |
Working capital | 2,460,649 | |
Investment | 544,374 | |
Marketing expenses | $ 6,600 | |
BITCOIN [Member] | ||
Total portfolio value percentage | 24.67% | |
ETHEREUM [Member] | ||
Total portfolio value percentage | 41.25% | |
Common Stock [Member] | ||
Common stock shares held | 10,918,007 | |
Common stock shares issued and outstanding, percent | 94.40% | |
Shareholders [Member] | ||
Number of common stock shares issued for dividend | 10,918,007 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements of Investments (Details) - The Crypto Company, Inc. [Member] | Jun. 07, 2017USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Investment in cryptocurrency | |
Fair Value, Inputs, Level 2 [Member] | |
Investment in cryptocurrency | 544,374 |
Fair Value, Inputs, Level 3 [Member] | |
Investment in cryptocurrency |
Equipment - Schedule of Equipme
Equipment - Schedule of Equipment (Details) - The Crypto Company, Inc. [Member] | Jun. 07, 2017USD ($) |
Computer equipment | $ 12,309 |
Less accumulated depreciation | (253) |
Equipment, net | $ 12,056 |
Prepaid Expenses And Other As27
Prepaid Expenses And Other Asset (Details Narrative) - The Crypto Company, Inc. [Member] - USD ($) | Mar. 27, 2017 | Jun. 07, 2017 |
Maximum amount funded to settle outstanding liabilities | $ 300,000 | $ 107,000 |
Number of common stock shares sold | 11,235,000 | |
Proceeds from sale of common stock | $ 404,150 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - The Crypto Company, Inc. [Member] - USD ($) | Mar. 09, 2017 | Jun. 07, 2017 |
Number of common shares issued for services | 125,000 | |
Proceeds form shares issued | $ 200,000 | $ 2,665,886 |
Number of common stock issued for investment, shares | 125,000 | |
Number of common stock issued for investment, value | $ 100,000 | |
Common stock shares issued to fund operations | 477,867 | |
Stock based compensation | $ 580,000 | |
Founders [Member] | ||
Number of common shares issued for services | 300,000 | |
Stock based compensation | $ 380,000 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - USD ($) | Mar. 09, 2017 | Jun. 07, 2017 |
Shares issued for service, value | $ 200,000 | |
The Crypto Company, Inc. [Member] | ||
Number of common shares issued for services | 125,000 | |
Number of shares exchanged in transaction | 11,235,000 | |
Number of shares exchanged in transaction, value | $ 404,150 | |
Stock based compensation expense | $ 580,000 | |
The Crypto Company, Inc. [Member] | Redwood Fund LP [Member] | ||
Number of shares exchanged in transaction | 125,000 | |
Number of shares exchanged in transaction, value | $ 200,000 | |
The Crypto Company, Inc. [Member] | Imperial Strategies, LLC [Member] | ||
Number of common shares issued for services | 125,000 | |
Shares issued for service, value | $ 200,000 | |
The Crypto Company, Inc. [Member] | Employee [Member] | ||
Number of common shares issued for services | 125,000 | |
Shares issued for service, value | $ 100,000 | |
Stock based compensation expense | $ 100,000 | |
The Crypto Company, Inc. [Member] | President [Member] | ||
Number of shares exchanged in transaction | 300,000 | |
Number of shares exchanged in transaction, value | $ 200,000 | |
Stock based compensation expense | $ 280,000 |
Basic and Diluted Loss Per Sh30
Basic and Diluted Loss Per Share - Schedule of Basic and Diluted Income Per Share (Details) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017USD ($)$ / sharesshares | |
Net loss | $ | $ (766,181) |
Weighted average shares (basic) | 425,292 |
Common stock equivalents | |
Weighted average shares (diluted) | 425,292 |
Basic and diluted loss per share: Basic | $ / shares | $ (1.80) |
Basic and diluted loss per share: Diluted | $ / shares | $ (1.80) |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017USD ($) | |
Increase decrease in valuation allowance | $ 165,600 |
Net operating loss carryforwards | $ 750,000 |
Net operating loss carryforwards, expiration | expire in 2037 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Provision for Income Taxes (Details) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017USD ($) | |
Current, Federal | |
Current, State | 800 |
Total current | 800 |
Deferred, federal | |
Deferred, State | |
Total deferred | |
Provision for income taxes | $ 800 |
Provision for Income Taxes - 33
Provision for Income Taxes - Schedule of Deferred Tax Assets, Net (Details) - The Crypto Company, Inc. [Member] | Jun. 07, 2017USD ($) |
Net operating loss carryforwards | $ 321,600 |
Unrealized gains on investments in cryptocurrency | (156,000) |
Deferred tax assets, gross | 165,600 |
Valuation allowance | (165,600) |
Deferred tax assets, net |
Provision for Income Taxes - 34
Provision for Income Taxes - Schedule of Income Tax Expense (Details) - The Crypto Company, Inc. [Member] | 3 Months Ended |
Jun. 07, 2017USD ($) | |
Income tax expense | $ 800 |
Shareholders [Member] | |
Tax benefit at federal statutory rate | (260,230) |
Unrealized gains on investments in crypto currency | 156,000 |
State income tax benefit | (60,570) |
Increase in valuation allowance | 165,600 |
Income tax expense | $ 800 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - The Crypto Company, Inc. [Member] | May 15, 2017USD ($) |
Lease term | 3 months |
Monthly rent | $ 6,000 |
Susequent Events (Details Narra
Susequent Events (Details Narrative) - USD ($) | Jun. 21, 2017 | Jun. 14, 2017 | Jun. 13, 2017 | Mar. 09, 2017 | Jun. 07, 2017 |
Number of common stock shares issued, value | $ 2,665,886 | ||||
Number of common shares issued for services, value | $ 200,000 | ||||
The Crypto Company, Inc. [Member] | |||||
Number of common stock shares issued | 477,867 | ||||
Option purchase price per share | $ 0.80 | ||||
Number of common shares issued for services | 125,000 | ||||
Number of common stock shares authorized | 1,000,000 | ||||
Subsequent Event [Member] | The Crypto Company, Inc. [Member] | 2017 Equity Incentive Plan [Member] | |||||
Option purchase price per share | $ 2 | ||||
Number of common stock shares authorized | 5,000,000 | ||||
Number of options granted to purchase shares of common stock | 150,000 | ||||
Subsequent Event [Member] | The Crypto Company, Inc. [Member] | Officers and Consultants [Member] | |||||
Number of common shares issued for services | 129,238 | ||||
Number of common shares issued for services, value | $ 258,476 | ||||
Subsequent Event [Member] | The Crypto Company, Inc. [Member] | Accredited Investors [Member] | |||||
Number of common stock shares issued | 47,500 | ||||
Option purchase price per share | $ 2 | ||||
Number of common stock shares issued, value | $ 95,000 |