Restatement of the Consolidated Financial Statements | NOTE 3 – Restatement of the Consolidated Financial Statements The purpose of restatement is to correct errors in the Company’s previously issued financial statements, as disclosed in the Company’s Current Report on Form 8-K filed subsequent to December 31, 2018, on January 3, 2019. The restatement is in connection with the accounting for investments in cryptocurrency at fair value as opposed to intangible assets with indefinite lives and record such investments in cryptocurrency at historical cost less impairment, if any. Management previously reported its investments in cryptocurrency at fair value, with changes in fair value reported as unrealized gains and losses in its consolidated statements of operations. The Company has corrected the error in this Annual Report for the period from January 1, 2018 to June 30, 2018, and for the period from inception to December 31, 2017. The Company’s investment in cryptocurrency at December 31, 2017 were accounted for in error and were overstated from their historical cost by $1,785,742. In addition, the Company corrected the classification of its net realized gain/loss on investments in cryptocurrency by reclassifying them from revenue to other income(expense). The Company has also determined that its classification and disclosures of $367,639 in investments, as of June 30, 2018, were incorrectly described as investments in Initial Coin Offerings and included as investments in cryptocurrency in its consolidated balance sheets. The investments were made in accordance with token pre-sale and simple agreement for tokens agreements (“SAFT”), and should be included as investments, non-cryptocurrency in the Company’s consolidated balance sheets. The Company reclassified the balance and changed the related disclosures in this current filing. Management believes the reclassification is material to the Company’s condensed consolidated financial statements in the period from January 1, 2018 to June 30, 2018, and for the period from inception to December 31, 2017. Finally, in connection with the acquisition of CoinTracking GmbH, the Company completed its preliminary allocation of the consideration transferred to the assets acquired and liabilities assumed based on the information available and preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The result is the recording of intangible assets of $7,726,356, noncontrolling interest of $9,434,984, and a reduction of $43,348 to net assets acquired, resulting in an adjustment to increase goodwill of $1,665,279. The Company recorded amortization expense of $993,023 relating to certain intangible assets acquired for the year ended December 31, 2018, of which $211,153 and $486,176 have been restated for the three and six months ended March 31 and June 30, 2018, respectively. As a result of these changes, the Company restated its consolidated balance sheet and consolidated statements of operations and comprehensive loss for the three months ended March 31, 2018 and June 30, 2018, as noted below. Subsequent to December 31, 2018, the Company sold its entire equity ownership stake in CoinTracking GmbH. See “Note 17 - Subsequent Events” for additional details. The Company’s originally disclosed accounting policy, from the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2018 regarding investments in cryptocurrency stated that: “ Investments in cryptocurrency Management In addition, the Company’s cryptocurrency investments include Initial Coin Offerings (“ICOs”), which primarily consist of tokens that are not currently traded on an exchange. The Company records these investments at cost, as there is no active market. As of June 30, 2018, ICOs represent $367,639 of the Company’s investments in cryptocurrencies. For the six-month period ended June 30, 2018, the Company recognized no impairment losses on investments in ICOs. Investments – non-cryptocurrency The Company’s updated accounting policy regarding investments in cryptocurrency transactions and remeasurement states that: “ Investments in cryptocurrency Realized gains and losses on sales of investments in cryptocurrency, and impairment losses, are included in other income/(expense) in the consolidated statement of operations and comprehensive income. Investments – non-cryptocurrency The Company received tokens for $255,763 of its investments, at cost, during 2018 which have been transferred to an active exchange and included in Investments in Cryptocurrency in the consolidated balance sheets. The Company has evaluated the guidance in Accounting Standards Codification (“ASC”) No. 325-20 Investments – Other, in determining to account for its investments, non-cryptocurrency using the cost method since the investments are not marketable and do not give the Company significant influence. The Company has determined that there is no impairment of its remaining token pre-sale or SAFT investments as of December 31, 2018 as they were entered into in the last twelve months and progress has been demonstrated toward tokenization. During the year ended December 31, 2018, the Company determined that its SAFE investment is impaired as the enterprise changed its primary business model and requires additional financing to bring its products to market. Therefore, the Company has recorded an impairment loss of $250,000, representing the full value of its investment.” The Company has determined that its previously issued financial statements should be restated on a prospective basis. Accordingly the Company is not amending and re-filing the financial statements included in its prior quarterly reports on Form 10-Q for each of the quarterly periods from Inception through June 30, 2018, nor in its Annual Report for the period from Inception through December 31, 2017. Management believes the errors are material when considering quantitative materiality. Management does not believe it is probable that the judgment of a reasonable person relying upon its prior filings would have been changed or influenced by the inclusion or correction of the item, nor is there a substantial likelihood that a reasonable person would consider it important.” The effect of the restatement on the Company’s net loss, net loss attributable to The Crypto Company, comprehensive income and per-share amounts for the prior interim periods of 2018 ended June 30, 2018 are as follows: For the three months ended March 31, 2018 As Previously Reported Restatement Adjustment (1) Restatement Adjustment (2) As Restated Net loss $ (3,521,747 ) $ 1,587,709 $ (211,153 ) $ (2,145,191 ) Net loss attributable to The Crypto Company (3,158,118 ) 1,587,709 (105,788 ) (1,676,197 ) Net loss per common share – basic and diluted (0.15 ) (0.08 ) Weighted average common shares outstanding – basic and diluted 20,864,198 - 20,864,198 For the three months ended June 30, 2018 As Previously Reported Restatement Adjustment (1) Restatement Adjustment (2) As Restated Net loss $ (7,145,543 ) $ 182,168 $ (275,024 ) $ (7,238,399 ) Net loss attributable to The Crypto Company (7,272,309 ) 182,925 (137,237 ) (7,226,621 ) Net loss per common share – basic and diluted (0.34 ) (0.34 ) Weighted average common shares outstanding – basic and diluted 21,131,457 - 21,131,457 For the six months ended June 30, 2018 As Previously Reported Restatement Adjustment (1) Restatement Adjustment (2) As Restated Net loss $ (10,667,291 ) $ 1,769,877 $ (486,176 ) $ (9,383,590 ) Net loss attributable to The Crypto Company (10,431,256 ) 1,770,634 (243,359 ) (8,903,981 ) Net loss per common share – basic and diluted (0.50 ) (0.42 ) Weighted average common shares outstanding – basic and diluted 21,003,328 - 21,003,328 (1) Reflects the restatement in connection with the accounting for investments in cryptocurrency as intangible assets with indefinite lives and record such investments in cryptocurrency at cost less impairment. (2) Reflects the restatement of the intangible asset amortization due to the completion of the preliminary valuation of the fair value of tangible and intangible assets acquired and related liabilities in connection with the acquisition of CoinTracking GmbH on January 26, 2018. The effect of the restatement on the Company’s condensed consolidated balance sheet as of December 31, 2017 is as follows: December 31, 2017 As Previously Reported Restatement Adjustment Audited and Restated Investment in cryptocurrency, net $ 2,917,627 $ (2,917,627 ) $ - Total current assets 11,901,665 (2,917,627 ) (1) 8,984,038 Investment in cryptocurrency, net 2,917,627 (1,785,742 ) (1) 1,131,885 Total assets 11,971,485 (1,785,742 ) 10,185,743 Accumulated deficit (7,767,559 ) (1,785,742 ) (9,553,301 ) Total stockholders’ equity 11,273,076 (1,785,742 ) 9,487,334 Total liabilities and stockholders’ equity 11,971,485 (1,785,742 ) 10,185,743 (1) Includes reclassification of investments in cryptocurrency from current assets to long-term assets. The effect of the restatement on the Company’s condensed consolidated statement of operations for the period from Inception through December 31, 2017, are as follows: Inception through December 31, 2017 As Previously Reported Restatement Adjustment As Restated Net realized gain on investment in cryptocurrency $ 781,373 $ (781,373 ) $ - Operating loss (9,551,371 ) (781,373 ) (10,332,744 ) Net change in unrealized appreciation (depreciation) on investment in cryptocurrency 1,785,742 (1,785,742 ) - Other income(expense): Net realized gain on investment in cryptocurrency - 781,373 781,373 Loss before provision for income taxes (7,766,759 ) (1,785,742 ) (9,552,231 ) Net loss (7,767,559 ) (1,785,742 ) (9,553,301 ) Net loss per common share - basic and diluted (0.46 ) (0.57 ) Weighted average common shares outstanding - basic and diluted 16,746,792 16,746,792 (1) Restatement adjustment includes reclassification of net realized gain/(loss) on investment in cryptocurrency from revenue to other income(expense). The effect of the restatement on the Company’s consolidated statement of cash flows for the period from Inception through December 31, 2017, are as follows: Inception through December 31, 2017 As Previously Reported Restatement Adjustment As Restated Net loss $ (7,767,559 ) $ (1,785,742 ) $ (9,553,301 ) Net change in unrealized appreciation (depreciation) on investment in cryptocurrency (1,785,742 ) 1,785,742 - Noncash investing activities: Cryptocurrency acquired in trade of cryptocurrency investments $ - $ 2,748,715 $ 2,748,715 |