Monday, September 10, 2018 4:32:13 PM
From today's 10-Q:
"Liquidity and Going Concern - The Company’s condensed consolidated financial statements are prepared using the accrual method of accounting in accordance with US GAAP and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant losses and experienced negative cash flows since Inception. As of June 30, 2018, the Company had cash of $1,154,996, a decline of $7,795,248 from the December 31, 2017 balance of $8,950,244. This decline is due, in part, to the acquisition of CoinTracking GmbH in January 2018, which included $3,189,303 of cash consideration, net of acquired cash. The Company’s working capital was $264,484 as of June 30, 2018, which includes a contract liability of $2,800,248, representing advanced payments from customers for subscription service, which is initially deferred and recognized on a straight-line method over the terms of the applicable subscription period. Management does not anticipate settling this liability in cash. After June 30, 2018, the Company liquidated its cryptocurrency of $1,022,099 at June 30, 2018, included on its condensed consolidated balance sheet, to help fund its operations. As of June 30, 2018, the accumulated deficit amounted to $18,198,814. As a result of the Company’s history of losses and financial condition, there is substantial doubt about the ability of the Company to continue as a going concern."
And their issues with the SEC continue to get worse:
"We are involved in an ongoing SEC investigation and a comment letter process with the SEC, both of which could divert management’s focus, result in substantial investigation expenses and have an adverse impact on our reputation, financial condition, results of operations and cash flows.
On May 15, 2018, we received a subpoena from the SEC’s Division of Enforcement in connection with a formal investigation it is conducting involving us and other unrelated public issuers. We have incurred significant legal and accounting expenditures in connection with the SEC’s investigation. We are unable to predict how long the SEC’s investigation will continue or whether, at the conclusion of its investigation, the SEC will seek to impose fines or file an enforcement action against us.
In addition, on May 24, 2018, the SEC’s Division of Corporation Finance (the “Division of Corporation Finance”) issued a comment letter to the Company requesting, among other things, additional information regarding our business activities, cryptocurrency investments, accounting policies, and our analysis of the effectiveness of our disclosure controls and procedures and our internal control over financial reporting. The comment letter also covered whether our activities would fall under the Investment Company Act of 1940 or require us to register as a broker-dealer under Section 15(A) of the Exchange Act. On June 22, 2018, we responded to the Division of Corporation Finance’s comment letter. On August 6, 2018, the Division of Corporation Finance issued an additional comment letter, requesting clarification to, and additional information regarding, our initial responses. While we have responded to these comment letters, the Division of Corporation Finance’s comment letter process is ongoing. Not only may the comment letter process impose additional costs, but it may require us to alter the nature of our business, as well as our general operations and internal controls.
The filing of this Quarterly Report will not make us “current” in our Exchange Act filing obligations, which means we retain certain potential liability and are not eligible to use certain forms or rely on certain SEC rules.
We were unable to include the required pro forma financial information in our Form 8-K filed on January 16, 2018 reporting the CoinTracking GmbH acquisition. The filing of this Quarterly Report does not make us current in our filing obligations under the Exchange Act. Our failure to file all required Exchange Act reports, on a timely basis, means we remain potentially liable under the Exchange Act for those delinquencies, and the filing of this Quarterly Report does not preclude the enforcement staff of the SEC from taking action as a result of those filing delinquencies. Further, without the missing filings, investors may not be able to review certain financial and other disclosures that would be contained in those filings. As a result, we will not be “current” for purposes of Rule 144 and Regulation S until we amend the Form 8-K to include the pro forma financial information.
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